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Non-Profit Program Agreement

These Terms & Conditions (this "AGREEMENT"),
DATED ___________, 200 ___, is between ACNT ("ACNT.net") and _______________________________________________________ ("Client").

A. WHEREAS, ACNT.net provides web site hosting and e-mail services;
B. WHEREAS, Client desires ACNT.net to provide web site hosting and e-mail services to Client;
C. WHEREAS, Client and ACNT.net desire to clarify and define all rights, titles, and interests pursuant to this Agreement; and
D. WHEREAS, Client shall pay ACNT.net a yearly domain name hosting fee plus a one-time startup fee.
NOW THEREFORE, the parties agree as follows:

1. DEFINITIONS:
1.a "Agreement" means this written agreement between ACNT.net and Client.
1.b. "Domain Name" is the alphanumeric name associated with Client's web site, web pages or electronic mail registered with a domain name registrar.
1.c. "Domain Name Registrar" is an ICANN approved organization that is responsible for the registration of domain names associated with Client's Web Site, web pages or electronic mail. A separate fee shall be paid by the Client for this service.
1.d. "Electronic Mail" or "eMail" is a system for sending and receiving messages electronically over a computer network, as between personal computers on the Internet.
1.e. "Intellectual Property Rights" means:
1.e.i. Rights in any patent, copyright, trademark, trade dress, and trade name;
1.e.ii. Related registrations and applications for registration; and
1.e.iii Trade secrets, moral rights, and goodwill.
1.f. "Internet" means the global computer network comprised of interconnected networks using standard Protocols including TCP/IP.
1.g. "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, eMail configuration, and passwords.
1.h. "Web Page" means each individual screen display contained in Client's Web Site.
1.i. "Web Site" means all Web Pages and scripts associated with Client and its products or services, and which are stored on Web Host's Internet server computers.
1.j. 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 ACNT.net's servers which may be used to store Client's Web Pages, databases, and electronic communications, including eMail.
2.b. Domain Name Services
2.b.i Registration. ACNT.net does not guarantee the Client shall be assigned its desired domain name. ACNT.net 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.
ACNT.net does not claim proprietary interest in the domain names secured by it on behalf of its Clients. The registration and maintenance of domain names are subject to fees assessed by the domain name registrar and ACNT.net. Upon termination of this Agreement, Client is responsible for the continued payment of registrar fees. Any failure by the Client to pay registrar fees may result in the temporary or permanent loss of use of the domain name.
2.b.ii. 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 ACNT.net's use or registration of Client's domain names constitutes infringement of any other entity's Intellectual Property Rights.
2.b.iii Client Indemnification of ACNT.net. ACNT.net 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 ACNT.net harmless and defend ACNT.net against any disputes regarding domain name ownership, use, or registration.
2.b.iv. Jurisdictional Disputes. The parties expressly recognize that, where ACNT.net is acting as Client's Web Host, ACNT.net is not engaged in, and is not actively soliciting, interstate or international commerce. Where ACNT.net 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 ACNT.net harmless, defend ACNT.net and challenge the jurisdiction of out-of-state authorities over ACNT.net. Client will pay all per diem costs associates with protecting ACNT.net.
2.c. Statistics.
2.c.i. Monthly Reports. ACNT.net shall issue a monthly report to Client indicating the total number of hits to Client's Web Site.
2.c.ii. Server Logs. Client shall also have the right to review the raw data contained in ACNT.net's server logs for any immediately preceding three (3) month period, provided that Client pays ACNT.net ninety dollars ($90.00) per hour for ACNT.net's time required to provide such information to Client.
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 ACNT.net, due to the caching of Client's Web Site on the Internet.
2.d. Web Site Storage and Internet Link. ACNT.net shall store Client's Web Site on ACNT.net's Internet servers. The parties expressly recognize that Internet servers, equipment and telecommunications links are susceptible to crashes and down time. ACNT.net 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. ACNT.net does not guarantee any specific response rate or download time.
2.d.ii. Backup. ACNT.net is not responsible for maintaining working backup copies for Client's use. The ACNT.net backup copy is only to be used in the event of maintenance, crashes, downtime, and service interruptions.
2.d.iii. Maintenance. ACNT.net may, at its own discretion, temporarily suspend all service for the purpose of repair, maintenance or improvement of any of ACNT.net's systems. However, ACNT.net shall provide prior notice where it is reasonably practical under the circumstances, and ACNT.net 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.vi. Security. The parties expressly recognize that it is impossible to maintain flawless security, but ACNT.net 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.e. Caching Permitted by ACNT.net. Client expressly grants ACNT.net 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. ACNT.net Monitoring and Termination Rights. The parties expressly recognize that ACNT.net cannot and does not screen content provided by any Internet users of the Service, however, the parties agree that ACNT.net has the right, but not the obligation, to remove from its server or block access over the Internet to any communications and materials that ACNT.net believes, in its sole discretion, violate any of the policies of ACNT.net, or any laws of any jurisdiction served by ACNT.net. The parties also agree that ACNT.net may, in its sole discretion, terminate Client's account for any violation of ACNT.net's operating policies.
2.h. Technical Support. ACNT.net does not offer any free technical support services by telephone as part of this Agreement. If Client requests technical support via telephone then Client will be asked to purchase a support services contract separate from this Agreement. Self-help installation documentation regarding server addresses, directory locations, usernames and passwords is provided to the Technical Contact via eMail, fax, or postal mail upon approval of the Program Application. Some free technical support may be provided on a "best efforts" basis during normal business hours, Monday through Friday, 8:00am to 5:00pm EST at the discretion of ACNT.net. Client is advised that all requests for free technical support should be submitted via eMail to support@ebtco.com with the words ("Non-Profit" + "The Subject Description") in the subject line.
2.i. Website Design Services. ACNT.net does not offer any website design or consulting services as part of this Agreement.

3. FEES AND POLICIES.
3.a. Fees. Client shall pay for yearly domain name hosting, an initial startup fee, and any and all fees for additional services ordered by Client as provided for on ACNT.net's Sales Order Form attached hereto as "Sales Order" and any other future Sales Order.
3.b. Policies. Client agrees that it shall abide by ACNT.net operating policies, which may be amended from time to time at ACNT.net's sole discretion. Policy changes will be posted as soon as possible on ACNT.net's website located at http://www.acnt.net. It is the Client's responsibility to review the website for any policy changes that may occur.
3.b.i. Terms & Conditions. Client must abide by the rules and regulations set in the Legal sections at http://www.acnt.net. . It is the Client's responsibility to review the website for such policies. The following is a number of policies, but not limited to Acceptable Use Policy, Terms of Use, Terms of Service, Usage Policy.
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.
ACNT.net CONFIRMS AND WARRANTS THAT:
4.a. ACNT.net's Power to Enter Agreement. ACNT.net has the right to enter into this Agreement and to grant the rights granted in it.
4.b. ACNT.net's Good Faith Performance. ACNT.net shall, in good faith, comply with the terms of this Agreement.

5. DISCLAIMERS.
5.a. Liability Limitations. Except for the warranties recited above, ACNT.net 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. ACNT.net Not Liable for Delays or Defaults. ACNT.net 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 delay of transportation for any reason;
5.b.vii. Causes beyond the control of ACNT.net 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. ACNT.net 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 ACNT.net 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. ACNT.net 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 ACNT.net cannot and does not guarantee or warrant that files available for downloading through ACNT.net will be free of infection, viruses, worms, Trojans 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 ACNT.net 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 ACNT.net's servers as instructed, or for any other reason.

6. TERMINATION.
6.a. Termination by ACNT.net.
6.a.i. No cause. ACNT.net reserves the right to, and Client agrees that ACNT.net may, terminate any and all services to Client for no cause and without any reason upon thirty (30) days notice.
6.a.ii. Cause. ACNT.net reserves the right to, and Client agrees that ACNT.net 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. ACNT.net 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 ACNT.net. After termination by any party for any reason, ACNT.net shall retain the right to recover all accrued charges due and owing by Client to ACNT.net. 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 their employees 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 Nevada, 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 Clark, State of Nevada.

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 ACNT.net shall be addressed and delivered to: ACNT.net, 8884 Ashgrove House Lane, Vienna, VA 22182.
All notices to Client shall be addressed and Delivered to:

________________________________________
________________________________________
________________________________________

Cancellation or other customer care notices may be sent to billing@ebtco.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 signatory on the ACNT.net Sales Order Form is authorized to enter into this Agreement on behalf of its respective party.

15. RENEWAL OF CONTRACT.
This Agreement shall continue in full force for one year, and renew from year to year thereafter, unless either party gives to the other a notice of Termination at least 30 days prior to the end of the current term (or any renewal term, as the case may be.)

 

 
 
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