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HOSTING SERVICES AGREEMENT

This Dedicated Hosting and Managed Hosting Service Agreement (this "Agreement") is entered into by and between Ultimate Web Toolbox, Inc. (“UWT”), a New York Corporation and you, and is made effective as of the date of electronic acceptance or your signature on the website hosting and SEO services contract.  This Agreement sets forth the terms and conditions of your use of the Dedicated Hosting Services and Managed Hosting services (“Dedicated Hosting Services”, the “Managed Hosting Services”, or the “Services” as applicable).

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with UWT's License Agreement which is incorporated herein by reference.

The terms "we", "us" or "our" shall refer to UWT.  The terms "you", "your", "User", "customer" or "Affiliate" shall refer to any individual or entity who accepts this Agreement.  Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

UWT  in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the UWT website www.UltimateWebToolbox.com. You acknowledge and agree that (i) UWT may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the "Last Revised" date at the top of this page) shall constitute your acceptance of this Agreement as last revised.  If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site.  In addition, UWT may occasionally notify you of changes or modifications to this Agreement by email.  It is therefore very important that you keep your account information, including your email address, current.  UWT assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.

 

Description Services

UWT currently provides the Services to its customers for a monthly fee. UWT will host your website on UWT’s dedicated servers, provided however, you abide by the terms and conditions set forth herein and in each of UWT’s policies and procedures.

 

License of Your Server Content

UWT grants to you, and you accept from UWT, a non-exclusive, worldwide and royalty free license to copy, display, sue and transmit on and via the internet your server content in connection with UWT’s performance or enforcement of this Agreement.

 

Availability Services

Subject to the terms and conditions of this Agreement, UWT shall use commercially reasonable efforts to provide the Dedicated Hosting Services on a twenty-four (24) hours, seven (7) days a week basis throughout the term of this Agreement. You agree that from time to time, the Dedicated Hosting Services may be inaccessible or inoperable for any reason, including, without limitation:

  • equipment malfunctions;
  • periodic maintenance procedures or repairs that UWT may undertake from time to time; or
  • causes beyond the control of UWT or that are not reasonably foreseeable by UWT, including without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

You agree the availability of the Dedicated Hosting Services may be inaccessible during periods of time for which you have scheduled upgrades or downgrades to your dedicated server. You agree for UWT has no control of availability of the Dedicated Hosting Services on a continuous or uninterrupted basis.

You further agree that as a normal course of its business, it may be necessary for UWT to mitigate its servers. As a result, even though you may have a dedicated IP, you may be assigned a different IP number. UWT does not warrant that you will be able to consistently maintain your given IP numbers.

 

Server Content

You shall be solely responsible for providing, updating, uploading and maintaining your server content and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through your server, including, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text. You acknowledge and agree that I  the course of providing you with technical assistance, it may be necessary for our support staff to modify, alter or remove the content of your hosted product. Your server content shall also include any registered domain names provided by you or registered on behalf of you in connection with the Dedicated Hosting Services.

 

Information Shared with Partners

As a condition of purchasing and using the Services, you acknowledge and agree that UWT may provide your personal information to their partners, as required to provide the plans for which you are purchasing.

 

Your Obligations

You represent and warrant to UWT that your content does not and shall not contain any content, materials, data, work, trade or service mark, trade name, link advertising or services that actually or potentially violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person and that you own your server content and all proprietary or intellectual property rights therein, or have express written authorization from the owner to copy, use and display the content on and within your server account. You also represent and warrant the server content being hosted by UWT shall not be used in connection with any illegal activity.

You are responsible for ensuring there is no excessive overloading of UWT’s DNS system or servers. In the event you exceed your allotted bandwidth and thereby overload UWT’s DNS servers, you shall be assessed any and all fees, costs and penalties associated with such overloading. You may not use UWT’s servers and your Server Account as a source,  intermediary, reply to address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive activities. Server hacking or other perpetration of security breaches is prohibited and UWT reserves the right to remove sites containing information about hacking or links to such information. Use of your server account as an anonymous gateway is prohibited, as is your use of the Dedicated Hosting Services to restrict or inhibit any other user from and enjoying the Internet. You acknowledge and agree UWT has the right to remove your server content temporarily or permanently from its dedicated servers if UWT is the recipient of activities that threaten the stability of its network.

You agree not to engage in unacceptable use of any of the Dedicated Hosting Services, which includes, without limitation, use of the Dedicated Hosting Services to:

  1. disseminate or transmit unsolicited messages, chain letters, unsolicited commercial email or unreasonable large volumes of email on a daily basis, provided UWT, in its sole discretion, may permit you, if you have a legitimate purpose and after request, to send more email that UWT’s standard SMTP relay limit;
  2. disseminate or transmit any material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious;
  3. disseminate or transmit files, graphics, software or other material, data or work that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of another person;
  4. create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication;
  5. export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions;
  6. interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which you do not have authorization to access or at a level exceeding your authorization;
  7. disseminate or transmit any virus, Trojan horse or other malicious, harmful or disabling data, work, code or program;
  8. engage in any other activity deemed by UWT to be in conflict with the spirit or intent of this Agreement or any UWT policy;
  9. use your server as an “open relay” or similar purposes.

UWT prohibits the running of a public recursive DNS server on any UWT server. All recursive DNS servers must be secured to allow only internet network access or a limited set of IP addresses. UWT actively scans for the presence of public DNS services and reserves the right to remove any servers from the network violating this restriction.

 

Storage and Security

At all times, you shall bear full risk of loss and damage to your server content. You are entirely responsible for maintaining the confidentiality of your password and account information. You acknowledge and agree you are solely responsible for all acts, omissions and use under and charges incurred with your account or password or in connection with the server or any of your server content displayed, linked, transmitted through or stored on the server. You shall be solely responsible for undertaking measures to:

  1. prevent any loss or damage to your server content;
  2. maintain independent archival and backup copies of your server content;
  3. ensure the security, confidentiality and integrity of your server content transmitted through or stored on UWT;
  4. ensure the confidentiality.

 

UWT servers and Dedicated Hosting services are not an archive and UWT shall have no liability to you or any other person for loss, damage or destruction of any of your content. The Dedicated Hosting Services are not intended to provide a PCI (Payment Card Industry) compliant environment and therefore should not be considered as one. UWT shall have no liability to you or any other person for your use of the Dedicated Hosting services in violation of these terms. You acknowledge and agree UWT has the right to carry out a forensic examination in the event of a compromise to your server or account.

In the event you terminate this Agreement or your use of the Dedicated Hosting Services, moving your server content off of the UWT dedicated servers is your responsibility. UWT will not transfer or FTP your server content to another provider. In the event your use of the Dedicated Hosting Services is terminated, UWT will not transfer or manage your Dedicated Hosting Services or your server content.

 

Additional Services

If UWT determines that requested assistance falls outside the scope of the services you have purchased for its custom support services (additional) on a thirty (30) minute incremental basis. Furthermore, if UWT determines that the additional Services apply, UWT reserves the right to change any or all of the fees for such Expert  Hands Services prior to the commencement of any work being performed.

 

Third-party Software

Additionally, in the event you elect to install or seek assistance from UWT in connection with the installation of any third-party software, the following terms shall apply. You represent and warrant you have the right to use and install third-party software, and have paid the applicable licensing fees for the third-party software, and the third-party software does not and shall not infringe on the intellectual property rights of any other person or entity. You agree to defend, indemnify and hold harmless UWT and its employees, officers and directors by a third-party alleging the software infringes: (i) thr third-party’s rights; or (ii) a U.S. patent, trademark, copyright or other intellectual property right. You agree that in such an event you shall pay all resulting costs, damages, expenses and reasonable attorney’s fees that a court awards and settlements incurred by UWT in connection with any such claims.

If you purchase MS SQL or Managed Backups, you hereby authorize UWT to log into your server for purposes of installing and configuring the software.

 

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