ACCEPTANCE OF TERMS
To allow you to evaluate the Services offered by the Company, you may register for a free trial, which allows you to use the Services for a limited period of time without a fee. Free trials are governed by these Terms and may be terminated by the Company at its sole discretion, with or without notice. Users are limited to one (1) free trial. If, by the end of the trial period, you do not purchase the Services, the Company may, at its sole discretion, terminate your right to access the Portal and may delete all data, information, and content uploaded by the user without any liability. The Company may extend the trial period at its discretion.
FEES AND PAYMENT
Access to the Portal requires the payment of fees. Access to the Portal (“Access”), whether it is a free trial or fee-based Access, entitles the User to a license to use the Portal in accordance with these Terms, as modified from time to time. If you purchase Access, any such access will be subject to the fee schedule applicable on your Order Form Agreement, which will contain the terms of your subscription (the “Subscription”) and the term thereof (the “Subscription Term”). At the end of your Subscription Term, your subscription will automatically renew at the then current prices. All fees are exclusive of all taxes, levies and duties and you shall be responsible for payment of such taxes. If timely payment is not received, we may disable your Access until such a payment is received. You agree to pay reasonable attorneys’ fees and court costs incurred by us to collect any unpaid amounts owed by you. Until your Subscription is terminated in accordance with these Terms, you acknowledge and understand that we will continue to charge you for the Services regardless of whether the Services are used or not until you notify us to cancel your subscription. No refunds will be given. Providing your credit card billing information constitutes your express authorization to charge your credit card or debit card for the Services described herein.
YOUR RIGHTS IN YOUR WEBSITE CONTENT
You represent to us that you have all necessary rights in and to any information, data, source code and/or images (collectively, “Content”) to permit you to use the Portal without infringing the rights of others, violating any applicable laws or violating the terms of any license or agreement to which you are bound. You retain ownership of all right, title and interest in and to all your Content. You give us permission to host your Content and information and you further grant us the right to access, retain, use and disclose your Content solely for the purpose of providing access to the Portal and/or enabling the access of your Content on the Portal. This permission exists only for as long as you continue to use the Portal. We respect the intellectual property rights of others and expect you to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (the “DMCA”) and our response to such notices may include removing or disabling access to any allegedly infringing Content, terminating access to websites if we do not receive a satisfactory response from you following receipt of an infringement notice, terminating the accounts of repeat infringers and/or making good-faith attempts to contact you to make a counter-notification.
USER RIGHTS AND RESPONSIBILITES
You own, or warrant that you are authorized to use, the intellectual property rights in any Content you submit to the website. However, your access to the Content depends on you paying all fees when due. You grant us a license to use, copy, transmit, store, and back-up your information and data for the purposes of enabling you and your end users to access and use the services and for any other purpose related to provision of Services to you. You must maintain copies of all Content inputted into the Portal or otherwise transmitted to the Company for use with the Services. We adhere to best practice policies and procedures to prevent data loss, but do not make any guarantees that there will be no loss of data. It is also up to you to remove all Content prior to you terminating your Subscription. You are responsible for all Content on your website and files and data associated therewith. We have no responsibility whatsoever for your Content. We do not guarantee the accuracy, integrity or quality of Content. You acknowledge that we do not screen Content but that we shall have the right (but not the obligation) to refuse, move or delete any Content that violates these Terms or is otherwise objectionable in our sole discretion. You acknowledge and agree that we may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process, (b) enforce these Terms, (c) respond to claims that any Content violates the rights of third parties, or (d) protect our rights, property or personal safety and those of the users and the public.
You agree that you will not, nor will you permit anyone else to:
- use the Services in any manner other than as specified in these Terms including not storing, transferring, or distributing files for on behalf of third parties or for any form of file sharing other than as permitted by these Terms and your Subscription;
- interfere or attempt to interfere with the proper working of the Services, the servers or any activity being conducted on the servers;
- store or transmit infringing, libelous or otherwise unlawful or tortious material on the Portal, or store or transmit material in violation of third-party privacy or intellectual property rights;
- post any Content that promotes or facilitates any illegal activity;
- interfere with or disrupt the integrity or performance of the Portal;
- upload, post or others transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- upload, post or transmit unsolicited commercial email or “spam”. This includes unethical marketing, advertising, or any other practice that is in any way connected with “spam” such as (i) sending mass email to recipients who have not requested email from you or with a fake return address, (ii) promoting a site with inappropriate links, titles, descriptions, or (iii) promoting your site by posting multiple submissions in public forums that are identical;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
- use the Service as forwarding service to another website;
- solicit a third party’s password(s) or personal identifying information for unlawful or phishing purposes; or
- use our website(s) to promote or provide instructional information about illegal activities or use our website in any unlawful manner.
We may immediately disable your access to the Portal, remove all or a portion of your Content and/or terminate your Services, without refund, if we believe that you or any of your users have violated any of the above prohibitions or these Terms. We are not responsible to you for unauthorized access to your Content or data or the unauthorized use of the Services unless the unauthorized access or use results from our failure to meet our obligations under these Terms. You are responsible for the use of the Services by your employees, consultants and any other person to whom you have given access to the Services, and any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorized by you. You must provide us at least two (2) business days’ advance written notice before performing any load tests or vulnerability tests. You understand that staging environment is a shared development staging environment and is only for low impact testing and development activities. Should your use of the shared development staging environment adversely impact server performance, you will be required to move to a dedicated development staging environment and will need to pay the associated server fees.
You agree not to place excessive burdens on our CPUs, servers or other resources, including customer support services. You understand that bandwidth, connection speeds and other similar indices of capacity, if any, provided with your subscription are maximum numbers. Consistently reaching these capacity numbers may result in our need to place restrictions on your use of the Services. You further agree that we may place restrictions on your use of the Services, including support services, to the extent they exceed the use of these resources for similarly situated customers.
CANCELATION AND TERMINATION
Cancellation by the User. You may elect not to renew your subscription by notifying us at least 15 days prior to the start of your next annual billing period. Payments will not be refunded or prorated if terminated by the User. Upon termination, your Subscription will be discontinued effective the last day of the month in which you notify us.
Cancellation by Company. We may stop offering any of our Services at any time. If we do, we may terminate your subscription without cause by notifying you in writing at least twenty-five (25) days prior to such termination and the pro-rated balance of your Subscription will be refunded to you in accordance with the terms on your Subscription Order Form. We may also terminate your Subscription for cause and your use of the Portal if, in our opinion, you have breached or otherwise failed to comply with any of these Terms. Termination for cause will not result in a refund of any unused portion of your Subscription. Depending on the breach and at our discretion, we may offer you a limited period of time to cure your breach, not to exceed five days. We may terminate your Subscription and/or your access to the Services for non-payment of any fees owed to us that are delinquent by twenty-five (25) days or more. You agree to provide us with complete and accurate billing and contact information. We may terminate your Subscription if the billing or contact information is false, fraudulent or invalid.
Effect of Termination. We do not issue any cash refunds for Subscription cancellations. After cancellation or termination, you will no longer have access to the Portal. If we terminate your subscription for cause, we will maintain a copy of your Content for a maximum of twenty-five (25) days, unless otherwise required by law or under these Terms. We are not required to provide such copy to you unless all fees owed to us have been paid in full within twenty-five (25) days of the termination date. Following the twenty-five (25) day period, and we may delete all Content associated with your Subscription. We accept no liability for such deleted Content. Your obligation to make a payment for any outstanding or unpaid fees and to keep Confidential Information confidential and all rights and obligations of the parties which by their nature are reasonably intended to survive such termination or expiration will survive termination.
You and the Company agree to maintain the confidentiality of any proprietary information received by the other party that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure including, without limitation, non-public technical and business information ("Confidential Information") during the Subscription Term and for a period of five (5) years after the termination of your Subscription. This section shall not apply to any publicly available or independently developed information. The receiving party of any Confidential Information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under these Terms. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care.
DISCLAIMER OF WARRANTY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- WE DO NOT REPRESENT OR WARRANT THAT (i) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE OR SOFTWARE, (ii) THE SERVICES OR SUPPORT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (iii) ERRORS OR DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICES OR SUPPORT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET AND THE COMPAPNY IS NOT RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS OR ISSUES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. DURING PERIODS OF REGULAR MAINTENANCE, ACCESS TO THE PORTAL MAY BE LIMITED.
- WE DO NOT WARRANT THE ACCURACY OR QUALITY OF CONTENT POSTED BY OTHER USERS AND CAN NOT BE HELD LIABLE FOR ANY SUCH CONTENT.
You agree to indemnify and hold us and our subsidiaries, affiliates, officers, directors, agents, partners and employees harmless from any claim or demand (including reasonable attorneys’ fees, and any damages award, fine or other amount imposed on us) made by any third party due to or arising out of your Content, inappropriate use of the Services, violation of these Terms, your gross negligence or willful misconduct or violation of law or violation of any rights of another, whether sounding in contract, tort, or any other cause of action. Your obligations under this subsection include claims arising out of the acts or omissions of your employees and agents, any other person to whom you have given access to the Services, and any person who gains access to the Services as a result of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by you. If you resell the Services, the grounds for indemnification stated above also include any claim brought by your customers or end users arising out of your resale of the Services. We will choose legal counsel to defend the claim, provided that these decisions are reasonable and are promptly communicated to you. You must comply with our reasonable requests for assistance and cooperation in the defense of the claim. You must pay any expenses due under this section as we incur them.
LIMITATION OF LIABILITY
We will not be liable to you for special, indirect, incidental, consequential, punitive, exemplary or other similar damages, including, without limitation, loss of revenue or profits, in any way arising out of or related to the use of the Services even if we have been advised of the possibility of such damages. Our aggregate liability for all claims by you relating to your use of the Services shall not exceed the fees paid by you in the immediately preceding Subscription Term giving rise to the claim, such sum being inclusive of all incidental expenses, including but not limited to attorney’s fees, arbitrator’s fees, etc. and shall in no event exceed the fees paid by you for any period exceeding one (1) year.
You represent and warrant that you are a legal resident of the United States and that you will be accessing the Services only from within the United States.
You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States. You acknowledge that the Services may be subject to the U.S. export control and sanctions laws (including the Export Administration Regulations (“Export Controls”)) and that you will comply with all applicable Export Controls and/or laws governing the transmission of information, services, or products to restricted countries, persons, or organizations.
The following are not allowed to be hosted by the Company:
- Content with adult content or otherwise sexually explicit content or nudity
- Any Content that you do not own or have the express right to publish or that infringe the rights of a third party
- Content with a sole purpose to gain Google rating, Facebook “likes” etc. (spam/SEO)
- any Content meant to trick users into providing their username and/or password (“phishing”)
- Content which is illegal in any jurisdiction in which it is accessed or used
- Content with excessive advertising
- site sharing links or providing actual files for visitors to download that are beyond the scope of your Subscription agreement
We may provide notices to you via either email or regular mail. The Portal may also provide notices of changes to these Terms or other matters by displaying notices or links to you generally through the Portal. These Terms and the relationship between you and us shall be governed by the laws of the Maryland without regard to its conflict of law provisions. Any dispute for a claim arising under these Terms, with the exception of any disputes concerning the payment or non-payment of fees, that is not resolved by mediation shall be settled by binding arbitration conducted in accordance with the JAMS procedures pursuant to its Streamlined Arbitration Rules and Procedure, by a single arbitrator, located and conducted in Maryland, at the election of the Company. The arbitrator shall be selected as provided in the Streamlined Arbitration Rules and Procedure. The arbitrator may not award non-monetary or equitable relief of any sort. No discovery shall be permitted in connection with the arbitration unless it is expressly authorized by the arbitrator upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential and will not be disclosed by either party except as necessary to comply with legal or regulatory requirements. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. Each party shall bear its own costs of the arbitration. The fees and expenses of the mediator and the arbitrator shall be shared equally by the parties. If any part of these Terms are found to be invalid or unenforceable that part will be enforced to the maximum extent permitted by law and the remainder of these Terms will remain in full force. Nothing contained herein shall be construed as creating an agency, partnership, or other form of joint enterprise between the parties. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. More than one person’s claims may not be consolidated under any circumstances in any form of any class or representative proceeding or otherwise. You agree to comply with all applicable laws, rules and regulations including the CAN-SPAM Act.