|
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.)
|
|