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Grand
Central Hosting, Inc. Service Agreement
WHEREAS,
Grand Central Hosting provides web site hosting, domain name registration,
e-mail accounts, and other Internet services.
WHEREAS, Client desires Grand Central Hosting to provide web site hosting,
domain name registration, e-mail accounts and other Internet services to
Client.
WHEREAS, Client and Grand Central Hosting desire to clarify and define all
rights, titles, and interests pursuant to this Agreement, the parties agree
as follows:
1. DEFINITIONS.
1.a. "Agreement" means this Service Agreement between Grand Central Hosting
and Client.
1.b. "Administrative Contact" is the person whom the Client designates as
being the person who shall have the power to make ongoing administrative
decisions under this Agreement which are binding upon Client. The Administrative
Contact has access to change the administrative, billing, and technical
contact information for the Client's web site, e-mail configuration, domain
name registration, and passwords.
1.c. "Billing Contact" is the person whom the Client designates as being
the person who shall have the power to make ongoing billing and payment
decisions under this Agreement which are binding upon Client. The Billing
Contact is responsible for paying for all Client ordered services including
web site hosting, e-mail configuration, domain name registration, secure
certificate registrations, consulting, technical support, educational services,
and more.
1.d. "Domain Name" is the alphanumeric name associated with Client's web
site, web pages or electronic mail registered with a domain name registrar.
1.e. "Domain Name Registrar" is an ICANN approved organization that is responsible
for the registration of domain names. A fee must be paid by the Client to
a Registrar (or a Registrar's agent) for domain name registration services.
Grand Central Hosting can register your domain names directly because Grand
Central Hosting is an agent for Tucows, an ICANN approved domain name registrar.
1.f. "Electronic Mail", "Email" or "E-Mail" is a system for sending and
receiving messages electronically over a computer network, as between personal
computers on the Internet.
1.g. "Intellectual Property Rights" means: Rights in any patent, copyright,
trademark, trade dress, and trade name; Related registrations and applications
for registration; and Trade secrets, moral rights, and goodwill.
1.h. "Internet" means the global computer network comprised of interconnected
networks using standard Protocols including TCP/IP.
1.i. "Registrant" is the legal entity (Corporation, Partnership, Sole Proprietorship,
Joint Venture, Trust or Person) to whom a domain name is officially registered
to.
1.j. "Technical Contact" is the person whom the Client designates as being
the person who shall have the power to make ongoing technical decisions
under this Agreement which are binding upon Client. The Technical Contact
has access to change the Client's web site, e-mail configuration, and passwords.
1.k. "Web Host" is a company that provides space on its web hosting servers
for Client's business needs. The web hosting servers are connected to the
Internet so that the information on the servers can be made available to
the general Internet community for viewing.
1.l. "Web Page" means each individual screen display contained in Client's
Web Site.
1.m. "Web Site" means all Web Pages, programs and scripts associated with
Client and its products or services, and which are stored on Web Host's
Internet server computers.
1.n. The "World Wide Web", or "WWW", is a subset of the Internet, and is
a common system for browsing Internet Web Sites.
2. SERVICES TO BE PROVIDED.
2.a. Hard Disk Space. Client shall be allotted storage space on Grand Central
Hosting's servers which may be used to store Client's Web Pages, databases,
and electronic communications, including e-mail.
2.b. Domain Name Services.
2.b.i. Registration. Grand Central Hosting does not guarantee the Client
shall be assigned its desired domain name. Grand Central Hosting is not
responsible for Registrars' policies about domain name assignment, for delays
in registration, approval of domain names, or modifications, for clerical
or other errors made by any domain name Registrar, any decision to place
a domain name on hold, or any other Registrar policy.
2.b.ii. Grand Central Hosting does not claim proprietary interest in the
domain names secured by it on behalf of its Clients.
2.b.iii. The registration and maintenance of domain names are subject to
fees assessed by the domain name Registrar and Grand Central Hosting. Upon
termination of this Agreement, Client is responsible for the continued payment
of registrar fees.
2.b.iv. Any failure by the Client to pay Registrar fees may result in the
temporary or permanent loss of rights to use/own the domain name. Registering
a trademark or patent may assist in the maintenance of rights to use/own
the domain name. Please consult your attorney for advice in this regard.
2.b.v. Client's Warranty of Ownership and Non-Infringement. Client expressly
confirms and warrants that Client is the owner of, or is duly authorized
by the owner to use any trademark or name requested or allocated as its
domain name. Client further warrants that neither Client's nor Grand Central
Hosting's use or registration of Client's domain names constitutes infringement
of any other entity's Intellectual Property Rights.
2.b.vi. Client Indemnification of Grand Central Hosting. Grand Central Hosting
shall not undertake to resolve any disputes or litigation on Client's behalf
involving domain name registration, and Client agrees that it shall indemnify,
hold Grand Central Hosting harmless and defend Grand Central Hosting against
any disputes regarding domain name ownership, use, or registration.
2.b.vii. Jurisdictional Disputes. The parties expressly recognize that,
where Grand Central Hosting is acting as Client's Web Host or domain name
Registrar, Grand Central Hosting is not engaged in, and is not actively
soliciting, interstate or international commerce. Where Grand Central Hosting
is named party to any type of dispute or litigation involving any acts by
Client that affect out-of-state persons or entities, Client agrees that
it shall indemnify, hold Grand Central Hosting harmless, defend Grand Central
Hosting and challenge the jurisdiction of out-of-state authorities over
Grand Central Hosting. Client will pay all per diem costs associates with
protecting Grand Central Hosting. 2.c. Statistics.
2.c.i. Reports. Reports of site activity are available at all times to the
Client via the web site's web-based user administration interface using
the site administrator user name and password. Instructions for use are
available on the Grand Central Hosting support web site located at http://support.grandcentralhosting.com.
2.c.ii. Server Logs. Client shall have the right to download and review
the raw data contained in the web site's server logs via the user administration
interface. Instructions are available on the Grand Central Hosting support
web site.
2.c.iii. No Liability for Cached Hits. Client expressly recognizes that
the actual number of hits to Client's Web Site may be lower than the number
reported by Grand Central Hosting, due to the caching of Client's Web Site
on the Internet.
2.d. Web Site Storage and Internet Link. Grand Central Hosting shall store
Client's Web Site on Grand Central Hosting's Internet servers. The parties
expressly recognize that the Internet servers, equipment and telecommunications
links are susceptible to crashes and down time. Grand Central Hosting warrants
that it shall use its best efforts to maintain a consistent link with the
Internet, but cannot and does not warrant that it shall maintain a continuous
and uninterrupted link.
2.d.i. Bandwidth. Grand Central Hosting does not guarantee any specific
response rate or download time. Grand Central Hosting will make best efforts
to ensure that there is sufficient bandwidth available to meet its Clients'
bandwidth needs. In order so that Grand Central Hosting can properly plan
for its Clients' bandwidth needs, it is imperative that Client notifies
Grand Central Hosting of any expected significant increase or decrease in
traffic to its Web Site or Domain Name. If Client expects to launch a major
advertising campaign, public relations campaign, or is expected to generate
a significantly larger than average number of visitors for any other reason
it is the Client's responsibility to notify Grand Central. If Client does
not make efforts to notify Grand Central Hosting of bandwidth needs in advance,
it may be necessary for Grand Central Hosting to set limits on the number
of visitors the servers will process for the Client in order to protect
the other Grand Central Hosting clients' interests.
2.d.ii. Backup. Grand Central Hosting is not responsible for maintaining
working backup copies for Client's use. The Grand Central Hosting backup
copy is only to be used in the event of maintenance, crashes, downtime,
and service interruptions. All Clients are strongly advised to make at least
one working backup copy of their files - with one copy preferably remaining
off-site, or in a different location than the first copy.
2.d.iii. Maintenance. Grand Central Hosting may, at its own discretion,
temporarily suspend all service for the purpose of repair, maintenance or
improvement of any of Grand Central Hosting's systems. However, Grand Central
Hosting shall provide prior notice where it is reasonably practical under
the circumstances, and Grand Central Hosting shall restore service as soon
as it is reasonably practical. Client shall not be entitled to any setoff,
discount, refund or other credit.
2.d.iv. Security. The parties expressly recognize that it is impossible
to maintain flawless security, but Grand Central Hosting and Client shall
take reasonable steps to prevent security breaches. Client is responsible
for protecting its private passwords and files. Client is solely responsible
for any damage caused by unauthorized access of his/her account.
2.d.v. Viruses and Worms. If Client or Grand Central Hosting becomes aware
of a virus or worm that has infected the Web Host's server files, then the
party that discovered the virus or worm shall attempt to notify the other
party of the occurence as soon as is reasonable. Grand Central Hosting shall
take reasonable precautions to prevent, stop, find and eliminate the spread
of all viruses and worms on its servers. Grand Central Hosting may, at its
discretion, remove or delete infected Client files from the server, with
or without advance notice to Client, in order to prevent additional damage
to the Web Host's servers. The Client shall not be entitled to any setoff,
discount, refund or other credit. Grand Central Hosting will attempt to
contact Client as soon as possible if this occurs.
2.e. Caching Permitted by Grand Central Hosting. Client expressly grants
Grand Central Hosting to license to cache the entirety of Client's web site
in RAM, Client expressly agrees that such caching is also deemed "fair use"
under the United States Copyright Act, and Client expressly agrees that
such caching is not an infringement of any of Client's Intellectual Property
Rights.
2.f. Export Control. Client agrees that its web site shall comply with all
export, re-export or import laws and regulations of any jurisdiction from
which Client's web site is transmitted or accessed.
2.g. Grand Central Hosting's Monitoring and Termination Rights. The parties
expressly recognize that Grand Central Hosting cannot and does not screen
content provided by any Internet users of the Service, however, the parties
agree that Grand Central Hosting has the right, but not the obligation,
to remove from its server or block access over the Internet to any communications
and materials that Grand Central Hosting believes, in its sole discretion,
violate any of the policies of Grand Central Hosting, or any laws of any
jurisdiction served by Grand Central Hosting. The parties also agree that
Grand Central Hosting may, in its sole discretion, terminate Client's account
for any violation of Grand Central Hosting's operating policies.
2.h. Technical Support. Grand Central Hosting has made every effort possible
to provide all the answers to your web hosting, e-mail, domain name registration,
secure certificate, shopping cart, and account administration questions
directly online. Providing support electronically via e-mail and our website
allows Grand Central Hosting to keep its costs low for all Clients. Please
make every effort to use the electronic support services that are available
online before contacting our offices via telephone.
2.h.i. Grand Central Hosting offers free technical assistance to all Clients
via e-mail and our website. Grand Central Hosting does not offer free technical
support services by telephone as part of this Agreement.
2.h.ii. All requests for free e-mail technical support should be submitted
via e-mail to support@grandcentralhosting.com. Most requests are responded
to within three hours during the business day, however requests for support
may take as long as 24 hours. It is strongly advised that you review and
reference the freely available support documentation available at the Grand
Central Hosting website, located at http://www.grandcentralhosting.com
2.h.iii. Self-help installation documentation regarding server addressing,
directory locations, usernames and passwords is provided to the Technical
Contact via e-mail immediately after set-up of the Client's account. This
information is also available online via our support website.
2.h.iv. Some free technical support may be provided via telephone on a "best
efforts" basis during normal business hours, Monday through Friday, 8:00am
to 5:00pm EST at the discretion of Grand Central Hosting. Clients who ask
questions that are answered on our support website will be politely referred
to get their answers from our website and will be asked to check the website
before calling in the future.
2.h.v. If Client insists on receiving technical support via telephone, then
the Client will be asked to purchase a separate telephone support service
contract before continuing the support call. Paid support calls are billed
either on a per incident basis or on a per minute basis. The cost of the
call depends on the level of skill required to answer the question. You
will be notified in advance what the cost of the call will be. If the question
is regarding a Grand Central Hosting supported application or service AND
the answer to your question is not yet available via our Grand Central Hosting
support website, we will add your question and solution to our website and
you will not be charged for the support call.
2.i. Web site Design Services. Grand Central Hosting does not offer any
web site design or consulting services as part of this Agreement. If you
or your company would like to be added to our online list of Grand Central
Hosting Approved web site design firms please contact customercare@grandcentralhosting.com
for more information.
3. FEES AND POLICIES.
3.a. Fees. Client shall pay for domain name registration fees, all installation
and start-up fees, monthly, quarterly, and yearly web hosting fees, and
any and all other fees for additional services ordered by Client as provided
for on Grand Central Hosting's Sales Order Form attached hereto as "Sales
Order" and any other future Sales Order that may be appended to the original.
3.b. Policies. Client agrees that it shall abide by Grand Central Hosting
operating policies, which may be amended from time to time at Grand Central
Hosting's sole discretion. Policy changes will be posted as soon as possible
on Grand Central Hosting's web site located at http://www.grandcentralhosting.com
. It is the Client's responsibility to regularly review the web site for
any policy changes that may occur.
3.c. Refunds. There are no refunds.
3.d. Additional Charges. Client is solely responsible for all taxes, fees,
surcharges, fines, and any other charges that may be payable as a result
of Client's doing business in relation to this Agreement.
4. WARRANTIES. GRAND CENTRAL HOSTING CONFIRMS AND WARRANTS THAT:
4.a. Grand Central Hosting has the right to enter into this Agreement and
to grant the rights granted in it.
4.b. Grand Central Hosting shall, in good faith, comply with the terms of
this Agreement.
5. DISCLAIMERS.
5.a. Liability Limitations. Except for the warranties recited above, Grand
Central Hosting DISCLAIMS ALL OTHER WARRANTIES INCLUDING, BUT NOT LIMITED
TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS
FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY;
6) NON-INFRINGEMENT; AND 7) TITLE.
5.b. Grand Central Hosting Not Liable for Delays or Defaults. Grand Central
Hosting shall not be liable for delays or defaults in furnishing goods or
services hereunder, including, but not limited to:
5.b.i. Acts of God or of a public enemy;
5.b.ii. Acts of the United States or any state or political subdivision
thereof;
5.b.iii. Fires, severe weather, floods, earthquakes, natural disasters,
explosions or other catastrophes;
5.b.iv Embargoes, epidemics or quarantines restrictions;
5.b.v. Shortage of goods, labor strikes, slow-downs, difference with workmen
or labor stoppages of any kind;
5.b.vi. Delays of supplier or delays of transportation for any reason;
5.b.vii. Causes beyond the control of Grand Central Hosting in furnishing
items or services including, but not limited to, breakdown or failure of
machinery or equipment, or delay in Client reporting problems or furnishing
information or materials.
5.c. Third Party Transaction at Client's Peril. Grand Central Hosting does
not make any express or implied warranties, representations or endorsements
TO CLIENT OR ANY THIRD PARTY whatsoever with regard to any information,
products or services provided through Grand Central Hosting AND OBTAINED
OR CONTRACTED OVER the Internet, including, without limitation, warranties
of : 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT
TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT AND 7)
TITLE. Grand Central Hosting shall not be liable to CLIENT OR ANY THIRD
PARTY for any cost or damage arising either directly or indirectly from
any transaction involving third parties' information, products or services.
5.d. Downloading of Data or Files at Client's Peril. The parties expressly
recognize that Grand Central Hosting cannot and does not guarantee or warrant
that files available for downloading through Grand Central Hosting will
be free of infection, viruses, worms, Trojan horses or other code that manifests
contaminating or destructive properties. Client agrees that it shall be
solely responsible for implementing sufficient procedures to satisfy Client's
particular requirements for accuracy of data input and output, and for maintaining
a means external to Grand Central Hosting for the reconstruction of any
lost data. The parties also expressly recognize that the Internet contains
unedited materials, some of which are unlawful, indecent, or offensive to
Client, and access to such materials by Client is done at Client's sole
risk.
5.e. Loss and Damage. Client hereby assumes and shall bear the entire risk
of loss or damage to Client's equipment from any and every cause whatsoever.
There will be no refunds or extensions of service dates provided for any
reason including, but not limited to the following; the damage or loss of
Client's equipment, Client's delays or inability to design its Web Pages,
Client's inability to properly upload its Web Site to Grand Central Hosting's
servers as instructed, failure to report service problems to Grand Central
Hosting immediately, or for any other reason.
6. TERMINATION.
6.a. Termination by Grand Central Hosting.
6.a.i. No cause. Grand Central Hosting reserves the right to, and Client
agrees that Grand Central Hosting may, terminate any and all services to
Client for no cause and without any reason upon thirty (30) days notice.
6.a.ii. Cause. Grand Central Hosting reserves the right to, and Client agrees
that Grand Central Hosting may, cancel this Agreement and terminate any
and all services to Client immediately and without prior notice, in the
event that Client fails to fulfill any material obligation contained in
this Agreement. GRAND CENTRAL HOSTING RESERVES THE RIGHT TO USE SELF-HELP
TO THE GREATEST EXTENT PERMITTED UNDER THE LAW, INCLUDING, BUT NOT LIMITED
TO, ELECTRONIC REMEDIES.
6.b. Post-Termination Rights.
6.b.i. Fees Owed to Grand Central Hosting. After termination by any party
for any reason, Grand Central Hosting shall retain the right to recover
all accrued charges due and owing by Client to Grand Central Hosting. In
addition to any fees owed, Client agrees to pay any and all reasonable attorney's
fees, interest, late fees and collection costs in addition to the fees owed.
6.b.ii. Continued Indemnification. The indemnification under Paragraphs
2.b.iii., 2.b.iv., above, shall survive any termination of this Agreement.
7. CONFIDENTIAL INFORMATION. The parties recognize that each shall come
into possession of information that comprises information ("Confidential
Information") which is exclusively owned by the conveying party and is not
considered to be public knowledge. Both parties expressly recognize that
Confidential Information is being conveyed to them under conditions of Confidentiality,
and agree that they shall not disclose Confidential Information to any third
party during the term of this Agreement, and for a period of five (5) years
following the termination or expiration of this Agreement. The parties may,
however, disclose Confidential Information only to other persons who need
to know Confidential Information in order to assure the parties compliance
with the other terms and conditions of this Agreement. Anything that is
expected to be kept confidential by the receiving party must be announced
and clearly identified as being confidential by the party providing the
Confidential Information.
8. REMEDIES. The failure of either party to seek relief for the other party's
breach of any duty under this Agreement shall not waive any right of the
non-breaching party's to seek relief for any subsequent breach.
9. GOVERNING LAW AND JURISDICTION. The construction, validity and performance
of this Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York, and the parties expressly waive their
choice of law rules. The parties agree that venue and jurisdiction for any
litigation arising out of, related to, or regarding the validity of, this
Agreement shall lie in the County of Monroe, State of New York.
10. NOTICE. All notices must be in writing, and must be delivered or sent
by registered or certified mail, return receipt requested, courier or by
Federal Express or other overnight courier service, postage prepaid. Any
such notice shall be deemed given upon delivery. All Notices to Grand Central
Hosting shall be addressed and delivered to:
Grand Central Hosting, Inc.
1 South Washington Street
Suite 520
Rochester, NY 14614
All notices to Client shall be addressed and delivered to the address provided
under "Basic Information" on the Sales Order Form. Cancellation or other
customer care notices may be sent to customercare@grandcentralhosting.com
via e-mail if sent from the Administrative Contact's mailbox. Notices transmitted
orally shall be deemed insufficient notice.
11. ENTIRE AGREEMENT. This Agreement and Attachments supersede any and all
other agreements, either oral or in writing, between parties with respect
to the matters stated herein, and this Agreement contains all of the covenants
and agreements, either oral or in writing, between parties with respect
to the matters stated herein, and this Agreement contains all of the covenants
and agreements between the parties with respect thereto. This Agreement
may be amended or modified only in writing, and shall be effective only
after affixation of both party's signatures.
12. SERVERABILITY. If any provision of this Agreement is held to be invalid
or unenforceable for any reason whatsoever, the remaining provisions shall
remain valid and unimpaired and shall continue in full force and effect.
13. CAPTIONS. Captions contained in this Agreement are for reference purposes
only, and are not intended by either party to describe, interpret, define,
broaden or limit the scope, extent or intent of this Agreement or any of
its provisions.
14. KNOWING CONSENT AND AUTHORITY TO CONSENT. The parties knowingly and
expressly consent to the foregoing terms and conditions. Each party is authorized
to enter into this Agreement on behalf of its respective party.
15. RENEWAL OF CONTRACT. This Agreement shall continue in full force and
renew from month to month. Either party may cancel this Agreement by giving
the other party notice of Termination at least 30 days prior to the expected
termination date. All past due balances must be paid and all costs of termination
or transfer must be paid before any domain name or web site can be released
by Grand Central Hosting. |
© 2000, 2001 Grand Central Hosting, Inc. All Rights Reserved.
Hosting
Agreement •
Domain Name Dispute Policy •
Exhibit A of the OpenSRS RSP Agreement
sales@grandcentralhosting.com
• support@grandcentralhosting.com
Toll Free Phone: 888.907.0700 • Local Phone: 716.295.2100 • Fax: 716.295.2110
1 South Washington Street, Suite 520, Rochester, NY 14614 • PO Box 30711 Rochester,
NY 14603-0711
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