Hosting
Direct, LLC Acceptable Use Policy
and Service Guidelines
Hosting Direct, LLC provides web hosting
to many clients, and we have a responsibility to protect
each client and to provide the best services available.
The following guidelines were designed to ensure these obligations
are met.
This AGREEMENT (the "Agreement")
is made and entered into between Hosting Direct, LLC ("Host")
and you ("Client") (each being referred to individually
as a "Party" and collectively as the "Parties").
By registering for an account with Hosting Direct, LLC you
agree to all of the terms and conditions contained in this
agreement:
Services
Hosting Services
Host agrees to provide Client with services
for hosting of a site on the World Wide Web portion of the
Internet (the "Web Site") as set forth or described
in the Pricing Schedule contained on this site. Host shall
provide the Hosting Services so that the Web Site is accessible
to third parties via the World Wide Web portion of the Internet
as specified herein. Except as expressly provided herein,
Client agrees that Host is responsible only for providing
the Hosting Services, and Host is not responsible for providing
any services or performing any tasks not specifically set
forth in the Pricing Schedule. At the time of execution
of this Agreement, to the extent that Client wishes to receive
from Host Additional Services the arrangements for their
provision shall be set forth in a separate addendum to this
Agreement which is duly executed by the Parties (the "Services
Addendum"), and the Services Addendum shall be incorporated
into, and become a part of this Agreement. (The Hosting
Services and the Additional Services will hereinafter be
referred to collectively as the "Services").
Content
Client shall be responsible for maintaining
its own content via FTP (file transfer protocol).
Availability of Web Site
The Web Site shall be accessible to third
parties via the World Wide Web portion of the Internet twenty-four
(24) hours a day, seven (7) days a week, except for scheduled
maintenance and required repairs, and except for any loss
or interruption of Hosting Services due to causes beyond
the control of Host or which are not reasonably foreseeable
by Host, including, but not limited to, interruption or
failure of telecommunication or digital transmission links
and Internet slow-downs or failures. In the event of any
loss or interruption of Hosting Services, Client's sole
and exclusive remedy and Host's sole and exclusive liability
for any loss or interruption of Hosting Services shall be
as follows: for loss or interruption of Hosting Services
which is due to (i) causes other than scheduled maintenance
and required repairs, or (ii) causes beyond the control
of Host, or (iii) causes which are not reasonably foreseeable
by Host, including, but not limited to, interruption or
failure of telecommunication or digital transmission links
and Internet slowdowns or failures, which loss or interruption
of Hosting Services exceeds a continual period of twenty-four
(24) hours, Client shall receive a credit against future
Hosting Services equal to a pro rata portion of Hosting
Services fees for the period of downtime.
Abuse or Misuse of System Resource
Hosting Direct, LLC reserves the right to
refuse, cancel, or suspend service at our sole discretion
base on resource misuse or abuse.
Any attempt to undermine or cause harm to a server, or
customer, of Hosting Direct, LLC is strictly prohibited.
This includes, but is not limited to:
- Using programs that consume excessive CPU time
- No more than 5% of overall system utilization
- Allowing the use of mail services, mail forwarding capabilities,
or autoresponders other than for the customer's own account
- Resale of disk space without an appropriate reseller
agreement
- Use of servers for backup of files unrelated to the
web site of the account
- No storage of MP3 or any other copyrighted audio material
- Pirated software
- Hacker programs or archives
- Warez sites
- Resale or remote access to CGI scripts installed on
our servers
- No IRC related software is permitted on our servers.
This includes servers, bots, bouncers, or any other software
that is used for the purpose of creating, maintaining,
or providing access to IRC servers or channels.
Accounts that are found to have such software uploaded
to their web space are subject to immediate suspension and/or
termination without notice.
Domain Name Registration
As part of the initial Hosting Services,
Client shall provide Host with a registered domain name,
or Host shall register domain name(s) selected by Client
provided that such domain name is available for registration
and does not violate any ICANN or other registration services'
policies, or any law or regulation. Client agrees to promptly
reimburse to Host any fees paid by Host to a domain-name
registrar or other registration services with respect to
the registration and maintenance of such domain name.
Domain Name Disputes
Host shall not be liable for any domain-name
disputes which Client may enter into or otherwise encounter.
Such disputes shall be governed by the relevant ICANN dispute
procedures adopted by the domain-name registrar with which
Client's domain-name has been registered.
Additional Storage and Transfer
In the event that the Web Site requires
storage and transfer on the Host Server which exceeds the
amount of storage included in the Hosting Services, Client
may, upon two (2) days written e-mail notice to Host, request
that Host (a) upgrade the level of Hosting Services, or
(b) acquire additional incremental storage to be included
in the Hosting Services, on a time and materials basis and
in accordance with the Pricing Schedule hereto. Host shall
review all such requests and determine, in consultation
with Client, whether it can reasonably comply with such
requests and, if so, Host shall propose a procedure and
budget for complying with such request.
Client Content
Client assumes sole responsibility for (a)
acquiring any authorization(s) necessary for hypertext links
to third party web sites, (b) the accuracy of materials
on the Web Site, including, without limitation, Client Content,
descriptive claims, warranties, guarantees, nature of business,
and address where business is conducted, and (c) ensuring
that the Client Content does not infringe or violate any
right of any third party. Notwithstanding the foregoing,
Host reserves the right, in its sole discretion, to exclude
or remove from the Web Site any hypertext links to third
party web sites, any Client Content on the Web Site, or
other content not supplied by Host which, in Host's sole
reasonable discretion, may violate or infringe any law or
third party rights or which otherwise exposes or potentially
exposes Host to civil or criminal liability or public ridicule,
provided that such right shall not place an obligation on
Host to monitor or exert editorial control over the Web
Site.
All Hosting Direct, LLC service may be used
for lawful purposes only. Transmission, storage, or presentation
of any information, data or material in violation of any
United States Federal, State or City law is prohibited.
This includes, but is not limited to: copyrighted material,
material we judge to be threatening or obscene or material
protected by trade secret and other statute, and invasion
of privacy. The subscriber agrees to indemnify and hold
harmless Hosting Direct, LLC from any claims resulting from
the use of the service which damages the subscriber or any
other party.
All pornographic content and sex-related
merchandising is prohibited on all Hosting Direct, LLC servers.
This includes sites that may infer sexual content or links
to adult content elsewhere. Hosting Direct, LLC will be
the sole arbiter in determining violations of this provision.
Also prohibited are sites that promote any
illegal activity or present content that may be damaging
to Hosting Direct, LLC servers or any other server on the
Internet. Links to such materials are also prohibited.
Limitations on Client Content
Client shall place only content that does
not contain any materials which are obscene, threatening,
malicious, which infringe on or violate any applicable law
or regulation or any proprietary, contract, moral, privacy
or other third party right, or which otherwise exposes Host
to civil or criminal liability. Any such materials placed
on the Web Site which do not satisfy the foregoing requirements
shall be deemed to be a material breach of this Agreement.
Commercial Advertising Email/Spam
Spamming, or the sending of unsolicited
email, from a Hosting Direct, LLC server or using an email
address or domain that is maintained on an Hosting Direct,
LLC machine as reference is STRICTLY PROHIBITED.
Hosting Direct, LLC will be the sole arbiter as to what
constitutes a violation of this provision. Sites that promote,
sell, or otherwise provide access to spamware products or
products that are solely for the purpose of extraction or
sale of email addresses or which are used to send bulk email
are not permitted on any Hosting Direct, LLC server. Client
shall not send bulk e-mail, commonly know as spam, from
or through their account. Any use of Client's account to
send bulk e-mail shall be a material breach of this agreement
and shall be grounds for immediate cancellation of Client's
account without notice.
Fees
Hosting Services Fees
Client shall pay Host all fees for the Hosting
Services in accordance with the applicable fee and payment
schedule set forth in the Pricing Schedule hereto. Host
expressly reserves the right to change its rates charged
hereunder for the Services during any Renewal Term (as defined
herein).
Late Payment
Host may terminate service when any payment
is late and shall not be responsible for maintaining any
data Client may have uploaded to Host's server.
Disclaimer of Warranty
HOST MAKES NO WARRANTIES
HEREUNDER, AND HOST EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Indemnification
A. Client
Client agrees to indemnify, defend, and hold harmless Host,
its directors, officers, employees and agents, and defend
any action brought against same with respect to any claim,
demand, cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such action is based
upon a claim that: (i) if true, would constitute a breach
of any of Client's representations, warranties, or agreements
hereunder; (ii) arises out of the negligence or willful
misconduct of Client; or (iii) any of the Client Content
to be provided by Client hereunder or other material on
the Web Site infringes or violates any rights of third parties,
including without limitation, rights of publicity, rights
of privacy, patents, copyrights, trademarks, trade secrets,
and/or licenses.
B.Host
Host agrees to indemnify, defend, and hold harmless Client,
its directors, officers, employees and agents, and defend
any action brought against same with respect to any claim,
demand, cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such action arises out
of the gross negligence or willful misconduct of Host.
Notice
In claiming any indemnification hereunder,
the indemnified Party shall promptly provide the indemnifying
Party with written notice of any claim which the indemnified
Party believes falls within the scope of the foregoing paragraphs.
The indemnified Party may, at its own expense, assist in
the defense if it so chooses, provided that the indemnifying
Party shall control such defense and all negotiations relative
to the settlement of any such claim and further provided
that any settlement intended to bind the indemnified Party
shall not be final without the indemnified Party's written
consent, which shall not be unreasonably withheld.
Limitation of Liability
HOST SHALL HAVE
NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION,
THEFT OR DESTRUCTION OF, THE WEB SITE OR CLIENT'S DATA FILES,
PROGRAMS OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS
OR DEVICES. HOST SHALL HAVE NO LIABILITY WITH RESPECT TO
HOST'S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR
CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE
DAMAGES EVEN IF HOST HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF HOST TO
CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL
BE LIMITED TO THE AMOUNT ACTUALLY PAID TO HOST BY CLIENT
UNDER THIS AGREEMENT DURING THE MONTH IMMEDIATELY PRECEDING
THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES
TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT
LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE,
STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
Termination
and Renewal
Term
This Agreement shall be effective when signed
and Clients assent by virtue of clicking the button or checkbox
at the bottom of this agreement shall constitute signing
by the Parties and thereafter shall remain in effect unless
earlier terminated as otherwise provided in this Agreement
(the "Initial Term"). This Agreement shall automatically
be renewed beyond the Initial Term for additional one(1)
year terms (each, a "Renewal Term") unless Client
provides Host with a written notice of termination at least
thirty (30) days prior to the expiration of the Initial
Term or the then-current Renewal Term.
Cancellation
Cancellation can be made via email to cancel@HostingDirect.net.
Although no notice is required, and there is no cancellation
fee, all fees paid for service up to the notice of cancellation
are non-refundable. If cancellation is made within the first
30 days of service all hosting fees will be refunded. This
does not include fees for domain registration.
Suspension
Activity which results in a suspension or
deactivation of an account will result in a forfeiture of
fees paid. Complaints made regarding abuses of an account
will be grounds for suspension.
Termination
Host may terminate this Agreement at any
time and for any reason by providing written notice of termination
to Client and refunding a pro rata portion of fees paid
to Client for Hosting Services not yet rendered on the date
of termination.
Refusal of Service
Hosting Direct, LLC reserves the right to
refuse, cancel, or suspend service at our sole discretion.
Termination and Payment
Upon any termination or expiration of this
Agreement, Client shall pay all unpaid and outstanding fees
through the effective date of termination or expiration
of this Agreement.
Entire Agreement
This Agreement and Schedules referenced herein constitute
the entire agreement between Client and Host with respect
to the subject matter hereof and there are no representations,
understandings or agreements which are not fully expressed
in this Agreement.
Force Majeure
Except for the payment of fees by Client,
if the performance of any part of this Agreement by either
Party is prevented, hindered, delayed or otherwise made
impracticable by reason of any flood, riot, fire, judicial
or governmental action, labor disputes, act of God or any
other causes beyond the control of either Party, that Party
shall be excused from such to the extent that it is prevented,
hindered or delayed by such causes.
Virginia Law
This Agreement shall be governed in all
respects by the laws of the State of Virginia without regard
to its conflict of laws provisions, and Client and Host
agree that the sole venue and jurisdiction for disputes
arising from this Agreement shall be the appropriate state
or federal court located in the State of Virginia, and Client
and Host hereby submit to the jurisdiction of such courts.
Assignment
Client shall not assign, without the prior
written consent of Host, its rights, duties or obligations
under this Agreement to any person or entity, in whole or
in part, whether by assignment, merger, transfer of assets,
sale of stock, operation of law or otherwise, and any attempt
to do so shall be deemed a material breach of this Agreement.
Modification and Notice
Host has the right to modify this Agreement.
Any modification is effective immediately upon either a
posting on the Hosting Direct, LLC Home Page (http://www.hostingdirect.net),
or upon notice by electronic mail, or U.S. mail. Client's
continued use of the Host's Service following notice of
any modification to this Agreement shall be conclusively
deemed an acceptance of all such modification(s). Client's
only right with respect to any dissatisfaction with any
modifications made pursuant to this provision, or any policies
or practices of Host in providing the Services, including,
without limitation, (i) any change in the content of the
Services, or (ii) any change in the amount or type of Service
Fees, is to terminate this agreement by delivering notice
to Host. Such notice will be effective upon receipt by Host.
Waiver
The waiver of failure of either Party to
exercise any right in any respect provided for herein shall
not be deemed a waiver of any further right hereunder.
Severability
If any provision of this Agreement is determined
to be invalid under any applicable statute or rule of law,
it is to that extent to be deemed omitted, and the balance
of the Agreement shall remain enforceable.
Counterparts
This Agreement may be executed in several
counterparts, all of which taken together shall constitute
the entire agreement between the Parties hereto.
Headings
The section headings used herein are for
reference and convenience only and shall not enter into
the interpretation hereof.
Approvals and Similar Actions
Where agreement, approval, acceptance, consent
or similar action by either Party hereto is required by
any provision of this Agreement, such action shall not be
unreasonably delayed or withheld.
Survival
All provisions of this Agreement relating to Client warranties,
confidentiality, non-disclosure, proprietary rights, limitation
of liability, Client indemnification obligations and payment
obligations shall survive the termination or expiration
of this Agreement.
All sub-networks, distributive hosting sites, and dedicated
servers of Hosting Direct, LLC must adhere to the above
policies. Please direct any reports of violations of the
above policies to abuse@hostingdiret.net.
Failure to follow any term or condition will be grounds
for immediate account deactivation.
