SCi Service Agreement R2.21.2014
1. SCi HOSTING SERVICES
Sonoma County Internet agrees to provide to our Client the Services agreed upon between SCi and our Client provided in our hosting package plans www.scihost.net
2. PAYMENT AND INVOICING
2.1 In consideration of the performance of the Services, Client shall pay SCi monthly in advance the amount set forth in SCi’s customer database as such records are amended from time to time for the Services during the term of this Agreement.
2.2 Client shall receive a confirmation letter via e-mail at the time Client contracts for the Services, which shall confirm the fees payable to SCi’s. Thereafter, Client shall receive a monthly billing statement for the upcoming month. The monthly billing statement shall indicate any changes in fees, which fees shall become effective upon thirty (30) days’ notice as set forth in Section 2.4 herein.
2.3 Client is responsible for all activities and charges resulting from Client’s use of the Services. Client agrees to pay all fees, bandwidth charges, connect time charges, surcharges, and other charges incurred by Client and set forth in the monthly billing statement. Client acknowledges that no refunds will be given by SCi in the event that Client’s account is terminated by SCi or Client mid-term. In the event of a breach of security, Client will remain liable for any unauthorized use of the Services until Client notifies SCi by sending an e-mail with account information to email@example.com
2.4 Current rates for using the Services may be obtained on our web site at www.scihost.com. SCi reserves the right to change fees, surcharges, monthly membership fees or to institute new fees at any time. In addition, SCi may institute special trial offers, from time to time, that shall be reflected in the confirmation letter sent to Client upon sign up.
2.5 All hosting services renew automatically. Client may opt out of automatic renewals by contacting SCi.
3. RESPONSIBILITIES AND RIGHTS OF SCI
3.1 Means of Performance. SCi shall provide Client with the SCi hosting services, as described at www.scihost.com hereto. SCi has the right to control and direct the means, manner, and method by which the host services are performed.
3.2 Support. SCi shall provide a reasonable level of technical support to Client via email or Web page for the term of this Agreement.
3.3 Other Work. SCi has the right to perform and license products to others during the term of this Agreement. SCi may elect to electronically monitor the host services and may disclose any content or records to satisfy any law, regulation, or other governmental request or to properly operate host services and protect its Clients. SCi reserves the right to block any site hosted by SCi that contains any content that SCi deems in its sole discretion to be unacceptable or undesirable.
4. RESPONSIBILITIES AND RIGHTS OF SCi CLIENTS
4.1 Client. Client represents and warrants that (i) Client is at least eighteen (18) years of age, (ii) Client possesses the legal right and ability to enter into this Agreement, and (iii) the performance of Client’s obligations and use of the Services by Client, its customers and users, will not violate any applicable laws, regulations or the rules and regulations or cause a breach of any agreement with any third parties or unreasonably interfere with other SCi Clients’ use of Services. Client assumes all risks related to processing of transactions related to electronic commerce. Client agrees to provide SCi with accurate, complete and updated information required by the registration of the SCi host service (Client Registration Data), including Client’s legal name, address, telephone number(s), and applicable payment data (e.g., credit card number and expiration date). Client agrees to notify SCi within thirty (30) days of any changes in Client’s Registration Data.
4.2 Breach of Warranties. In the event of the breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, SCi will have the right, in its sole discretion, to suspend or terminate immediately any Services.
4.3 Fees and Expenses. Client shall be responsible for payment of all costs, fees and expenses assessed by third parties in the course of being provided Services. Such costs include, but are not limited to, the fees required to register and maintain domain names, which is governed by a separate agreement between Client and a third-party domain name registrar.
4.4 Third-Party Software. Third-party software available through the Services may be governed by separate end user licenses. By using the Services and the third-party software, Client agrees to be bound by the terms of such end user licenses regarding the applicable third-party software. Client consents and authorizes SCi to delegate the authorizations Client provides to SCi to its third party service provider(s) as SCi deems necessary or desirable to provide the applicable Services. Client agrees that the terms and conditions of this Agreement, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement, inure to the benefit of such third party service providers and such third party service providers are deemed to be third party beneficiaries of the Agreement, including any other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement. Client also agrees that all reference to “SCi” within this Agreement and any incorporated terms are also deemed to include, where applicable, SCi’s agents, such as the third party service providers.
4.5 Advertising, Solicitation, and Client Name Harvesting. Client may not use the Services to send unsolicited advertising, promotional materials, or other forms of solicitation to the SCi clients or other Internet users unless Client receives the express permission of such individuals. Client may not use the means of unsolicited advertising to advertise a site hosted on the SCi network. Client may not use the Services to collect or “harvest” user-names of SCi clients or other Internet users without the expressed prior permission of the member. SCi reserves the right to block or filter mass email solicitations sent from sites hosted on the SCi network.
4.6 Management of Site. Client shall be solely responsible for all content available on or through its site, and shall at all times be subject to the terms of this Agreement, SCi ‘s then-standard Terms of Service (“TOS”) and any generally applicable guidelines and service standards published by SCi. Client warrants that its site hosted on the SCi network (i) will conform to the SCi TOS attached hereto as Exhibit A; (ii) will not infringe and will not contain any content that infringes on or violates any copyright, U.S. patent or any other third-party right; and (iii) will not contain any content which violates any applicable law, rule or regulation. SCi shall have no obligations with respect to the content available on or through any site hosted on the SCi network, including, but not limited to, any duty to review or monitor any such content. SCi reserves the right to block any site that violates any of the above-stated terms, or which in SCi ‘s sole discretion, SCi deems objectionable or offensive, or otherwise violates a law or SCi policy, or, in the alternative, to terminate this Agreement in accordance with Section 7.3 herein.
4.7 Compliance Laws. Client agrees that it will use the Services only for lawful purposes and in accordance with this Agreement. Client will comply at all times with all applicable laws and regulations and the TOS, as updated by SCi from time to time. The TOS are incorporated herein and made a part hereof by this reference. Site5 may change the TOS, with notice, which notice may be provided by posting such new TOS at the SCi Site. Client may request a current copy of the TOS by sending or faxing a request to SCi. Client agrees that it has received, read and understands the current version of the TOS.
4.8 Proprietary Rights. Unless otherwise specified, all work performed hereunder by SCi, is the property of Site5, and all title and interest therein shall vest in SCi. To the extent that title to any such works may not, by operation of law, vest in SCi all rights, title and interest therein are hereby irrevocably assigned to SCi. All such materials shall belong exclusively to SCi, and SCi shall have the right to obtain and to hold in its own name, copyrights, trademarks, registrations, or such other protection as may be appropriate to the subject matter; and any extensions and renewals thereof. Client agrees to give SCi and any person designated by SCi such reasonable assistance, at SCi’s expense, as is required to perfect the rights defined in this paragraph.
5. LIMITATION OF LIABILITY – NO OTHER WARRANTY DISCLAIMER
5.1 Limitation. In the event that any limited guarantees are provided by SCi, such limited guarantees are null and void if Client fails to follow SCi’s TOS and other policies or otherwise breaches this Agreement in any respect.
5.2 No Other Warranty. SCi does not monitor or exercise control over the content of the information transmitted through its facilities. Use of the Services or any information that may be obtained there from is at Client’s own risk. The Services are provided on an “as is” basis, and Client’s use of the Services is at its own risk. Except as provided in the order form(s), SCi does not make, and hereby disclaims, any and all other express and/or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement and title, and any warranties arising from a course of dealing, usage, or trade practice. SCi does not represent or warrant that the Services will be uninterrupted, error-free, or completely secure.
5.3 Disclaimer of Actions Caused by and/or Under the Control of Third Parties. SCi does not and cannot control the flow of information to or from SCi’s network and other portions of the Internet. Such flow depends in large part on the performance of the Internet services provided or controlled by third parties. At times, actions or inactions of such third parties may impair or disrupt Client’s connections to the Internet (or portions thereof). SCi cannot guarantee that such events will not occur. Accordingly, SCi disclaims any and all liability resulting from or related to such events.
Client agrees to indemnify, defend and hold SCi and its affiliates, agents, employees, and licensors (including the third party service providers) harmless from any and all claim, demand, loss, costs or expense, including attorneys’ fees, made by any person arising out of Client’s violation of this Agreement, State or Federal Securities laws or regulations, or any other person’s rights including but not limited to infringement of any copyright or violation of any proprietary or privacy right.
Under no circumstances, including but not limited to a negligent act, will SCi or its affiliates, agents, employees, or licensors (including third party service providers) be liable for any damages of any kind that result from the use of, or the inability to use, Services, even if any such party has been advised of the possibility of such damages.
In no event will SCi or its third party service providers be liable to Client or any third Party for any tort, contract or any other liability arising in connection with the use of the Services, or reliance on any information or services provided by SCi. SCi and its third party service providers will under no circumstances be liable to Client and/or any third party, regardless of the form of action, for any loss of profits, goodwill, use, data or other intangible losses, or any direct, indirect, special, consequential, incidental or punitive damages whatsoever, even if SCi or its third party service providers has been advised of the possibility of such damages, resulting from: (i) the use of the inability to use the Services; (ii) the timeliness, deletion, non-delivery, or failure to store any user date, communications or personalization settings; (iii) the cost of getting substitute goods and services resulting from any products, data, information or services purchases or obtained or messages received or transactions entered into, through or from the Services; (iv) statements or conduct of anyone on the Services; (vi) the use, inability to use, unauthorized use, performance or non-performance of any third party, even if the third party has been advised previously of the possibility of such damages; or (vii) any other matter relating to the Services. Client agrees that Client will not in any way hold SCi responsible for any selection or retention of, or the acts or omissions of, third parties (including third party service providers) in connection with the Client Services.
Because some states prohibit the limitation of liability for consequential or incidental damages, in such states the limitation of liability only with respect to consequential or incidental damages may not apply to Client, and the respective liability of SCi and its third party service providers, employees, distributors and agents is limited to the greatest extent allowable under applicable law in those states.
In the event that a court or arbitration panel, as the case may be, should hold that the limitations of liability or remedies available as set forth in this Agreement, or any portions thereof, are unenforceable for any reason, or that any of Client’s remedies under this Agreement fail, then Client expressly agrees that under no circumstances will the total, aggregate liability of SCi and its third party service providers, employees, distributors, agents or affiliates, to Client or any party claiming by or through Client for any cause whatsoever exceed $100 (U.S.), regardless of the form of action and whether in contract, statute, tort or otherwise.
7.1 Without Cause. This Agreement may be terminated by either party at any time during any Renewal Term for any or no reason upon either party giving to the other no less than five (5) days’ prior email notice of termination. No matter which party terminates the Agreement pursuant to this Section 7.1, any and all payment obligations of Client under this Agreement for Service(s) provided through the date of termination will immediately become due, and Client shall be required to prepay for any portion of the Services that have not been paid for and are to be rendered during such five (5) day period.
7.2 For Cause. In addition to any other rights it may have under this Agreement or applicable law, SCi may immediately terminate this Agreement or suspend service, effective without notice, in the event of (i) a default in payment, or (ii) Client’s breach or failure to comply with the TOS or other policies of SCi. Client may terminate this Agreement if Site5 breaches any material term or written notice of same. If this Agreement is terminated by SCi under this Section 7.2, all balance of the then current term shall immediately become due and payable. In addition to the foregoing, SCi reserves the right to prohibit any conduct or to remove any materials or content in violation of the TOS or which SCi believes in its sole discretion to be illegal or potentially harmful to others or may expose SCi to harm or liability.
7.3 Neither party will be liable to the other for any termination or expiration of any Services of this Agreement in accordance with its terms.
7.4 The following provisions will survive any expiration or termination of the Agreement: Section 4, 5, 6, 7, and 8.
7.5 Upon expiration, cancellation or termination of this Agreement, Client shall relinquish any Internet protocol (“IP”) numbers, address or address blocks assigned to Client by SCi or its network services supplier (but not the URL or top level domain connected therewith). SCi reserves, in its sole discretion, the right to change or remove any and all such IP numbers addresses or address blocks.
.1.Assignments. Client may not assign this Agreement or any of Client’s rights or obligations hereunder without the prior written consent of SCi, and any such attempted assignment shall be void. This Agreement shall be binding upon the parties’ respective successors and permitted assigns.
8.2 Notices. Any notices or communication under this Agreement shall be in writing and shall be deemed delivered to the party receiving such communication at the address specified below (1) on the delivery date if delivered personally to the party, or a representative of the party; (2) one business day after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, whether or not received, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile.
8.3 Governing Law. This Agreement, and all future agreements Client may enter into with SCi, unless otherwise indicated on such other agreement, will be governed by the laws of the State ofArkansas, without regard to conflicts of law principles thereof. This is the case regardless of whether you reside or transact business with SCi inArkansas or elsewhere. Unless a dispute would be governed by an applicable arbitration clause, Client agrees to submit to the personal and exclusive jurisdiction of the courts located within the County of Washington, Arkansas. If any part of the Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
8.4 Modifications. No modifications, amendment, supplement to or waiver of this Agreement or any exhibit hereunder, or any of their provisions shall be binding upon the parties hereto unless made in writing and duly signed by both parties.
8.5 Waiver. A failure of either party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder.
8.6 Severability. In the event any one or more of the provisions of the Agreement or any exhibit is invalid or otherwise unenforceable, the enforceability of remaining provisions shall be unimpaired.
8.7 Force Majeure. SCi and its affiliates, agents, employees, or licensors (including third party service providers) shall not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any contingency beyond the reasonable control of such party, including without limitation, fire, flood, strike, and other industrial disturbance, failure to transport, accident, ware, riot, insurrection, act of God or order of governmental agency. Performance shall be resumed as soon as possible after cessation of such cause. However, if such inability to perform continues for fifteen (15) days, the other party may terminate this Agreement without penalty and without further notice.
8.8 Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
8.9 Terms of Services. Client agrees to be bound by SCi’s TOS for all Services and products used by Client. The current TOS can be found on SCi’s website at www.scihost.net. Should Client disagree with any updates to SCi’s TOS, it is Client’s responsibility to notify SCi of Client’s desire to terminate their Services immediately.
8.10 Implied Agreement. CONTINUED USE OF THE SERVICES AND/OR PRODUCTS CONSTITUTES IMPLIED AGREEMENT WITH THIS AGREEMENT AND SCi’S TOS IN THEIR ENTIRETY. BY USING THE SERVICES, CLIENT AGREES TO BE BOUND BY ALL TERMS ASSOCIATED WITH SAID SERVICES, INCLUDING THIS AGREMEENT AND THE TOS.
CLIENT’S ONLY RECOURSE IN THE EVENT OF A DISAGREEMENT IS TO TERMINATE THIS CONTRACT IMMEDIATELY IN ACCORDANCE WITH SECTION 7 HEREIN.
8.11 Entire Agreement. This Agreement and the exhibits reference herein, sets forth the entire agreement, and supersedes any and all prior agreements of the parties with respect to the transactions set forth herein. Neither party shall be bound by, and each party specifically objects to, any term, conditions or other provisions which are different from or in which is proffered by the other party in any correspondence or other document, unless the party to be bound thereby specifically agrees to such provision in writing.
8.12 No Party Deemed Drafter. In the event that any provision hereof is construed by a court of law or equity or an arbitrator, no provision herein shall be construed more harshly against either party as drafter. [/wptabcontent]
SCi Resource Policy R1.3.2012
SCi Shared Hosting Policies
In a shared hosting environment, a server’s resources are what economists would call a common pool resource, meaning that although having plenty of available system resources benefits everyone, no single user has an incentive to ensure that they don’t use too many resources themselves. In an effort to protect against the tragedy of the (server) commons, we have placed limits on the amount of a server’s resources that any given user may consume. While these are limits, server abuse is not limited to these policies and is up to SCi’s discretion what constitutes server abuse. Please note that these resource policies are applicable towards shared, reseller, and semi-dedicated hosting services.
The Purpose of These Policies
Understand that these policies are in place to protect you, our customers, from poor service quality. Generally, if we need to impose a restriction on an account for resource abuse, that account is in violation of at least two of these policies (or one policy to a very serious degree) and is adversely affecting the other clients on their server. The large, large majority of sites, at least 99.5%, will never even have to take these limits into consideration. That being said, it’s good to make yourself aware of them.
It is also important to note that many of these limits can be seen as “soft” limits. They are not actively enforced, and you can run up to or even over most of them without issue. If, however, you start to affect the overall performance of a server, we do need to have limits and policies in place. Without them it’s incredibly hard to explain to the customer, in quantitative terms, exactly how a site is consuming too many system resources. If an account is found to be in violation of these Resource Usage Policies, we will do our best to work with clients to give 48 hours, 5 days, or 10 days notice depending on the severity of the violation. We reserve the right as outlined in the terms of service to suspend a site if it is causing a severe problem.
SCi is committed to developing long lasting relationships based on trust. As such, SCi will do everything in its power to ensure that your right to privacy is maintained and protected. Our Services are not directed at children less than 13 years of age.
2. Information we collect
SCi may request or collect personal information from online users in a variety of ways, including through online forms for ordering products and services, and other instances where users are invited to volunteer such information.
The information we collect is personal information that identifies you personally, such as:
- First & last name
- Postal address
- Telephone and fax numbers
- E-mail address
- Credit card information
- Other billing information
3. What are Cookies?
A cookie is a piece of data stored on the user’s computer tied to information about the user. We may use both session ID cookies and persistent cookies. For session ID cookies, once you close your browser or log out, the cookie terminates and is erased. A persistent cookie is a small text file stored on your computer’s hard drive for an extended period of time.
Your browser’s help file contains information and instructions for removing persistent cookies. Session ID cookies may be used by SCi to track user preferences while the user is using our Services. They also help to minimize load times and save on server processing. Persistent cookies may be used by SCi to store whether, for example, you want your password remembered or not, and other information. Cookies used on SCi websites do not contain personally identifiable information.
4. Log Files
Like most standard websites, we use log files. This information may include internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, platform type, date/time stamp, and number of clicks to analyze trends, administer the site, track user’s movement in the aggregate, and gather broad demographic information for aggregate use. However, none of the information stored in our log files, including but not limited to IP addresses, is linked to personally identifiable information.
5. How we use this Information
SCi may use the personally identifiable information collected by SCi to contact customers regarding products and services offered by SCi and, to the extent the User has agreed to it, by its trusted affiliates, independent contractors and business partners.
We may also use this information for research purposes regarding the effectiveness of our Services and marketing and sales efforts. SCi will not in any way share this information with a third party either for free or by selling it, unless you specifically authorize such disclosures.
6. Disclosure of Information
SCi may also disclose aggregate, anonymous, data based on information collected from Users to investors and potential partners. In such cases, statistical information only will be disclosed and personally identifiable data will be kept strictly confidential.
7. Special Offers and Updates
Our customers and users will occasionally receive information on products, services, special deals, and possibly a newsletter. Out of respect for the privacy of our users we present the option to not receive these types of communications.
8. Service Announcements
On rare occasions it is necessary to send out a strictly service related announcement, if, for instance, our service is temporarily suspended for maintenance. Generally, users may not opt-out of these communications, though they can deactivate their account. However, these communications are not promotional in nature.
9. Legal Disclaimer
Though we make every effort to preserve your privacy, we may need to disclose personal information when required by law, if we have a good-faith belief that such action is necessary and required to comply with a current judicial proceeding, a court order or legal process served on Site5.
10. Maintenance of Information
The information provided to SCi is saved indefinitely and may be stored on one or more databases directly or indirectly maintained by SCi. SCi employs industry standard security measures to protect the confidentiality of the information.
While we cannot guarantee that loss, misuse or alteration to data will not occur; we make every effort to prevent such occurrences. Any other particularly sensitive information, such as credit card numbers collected for commercial transactions, is encrypted prior to transmission by you to SCi.
SCi has certified its participation and compliance with the US-EU Safe Harbor Framework and the US-Swiss Safe Harbor Framework as set forth by the US Department of Commerce regarding the transfer of personal information from European Union member countries and Switzerlandto the United States. The principles of SafeHarborcompliance are notice, choice, onward transfer, security, data integrity, access, and enforcement. Additional information about the SafeHarborprinciples and certification process can be found at the US Department of Commerce’s Safe Harbor website.
12. Your Responsibility
You are responsible for the security of the login information, such as usernames and passwords, which give you access to your private information maintained by SCi. Make sure you keep login information in a safe place and do not share it with others.
Note that key-loggers, viruses, or other surveillance devices can intercept login information on the computers from which you access our Services, so you should take precautions regarding such devices, especially from public computers. In addition, you should always log out from any relevant Services when you are not actively using them.