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Xfactor Multimedia Inc Hosting Agreement - TOS
This user agreement governs the terms of the use by client of
services offered by Xfactor Multimedia Inc. Client agrees to receive
access to Xfactor Multimedia Inc,
e-Commerce Virtual Server Hosting Services, Storehost Store
Creation, Storehost hosting, iClarify eBusiness services according to the following terms and conditions:
Definition of Duties
Client acknowledges and agrees to terms under this agreement, are
for web site hosting services made available by Xfactor Multimedia
Inc. Xfactor Multimedia Inc is
not responsible for Client site maintenance, changes, modifications,
HTML coding, scripting, or programming, now or in the future.
Compensation
Client hereby retains Xfactor Multimedia Inc and
Xfactor Multimedia Inc hereby agrees to provide
web site or server co-location hosting for Client according to the
terms listed in the Agreement.
Payment for Services
Client will pay for services provided under this Agreement by
invoices submitted to Client by Xfactor Multimedia Inc. When initiating service, Client will be charged the
published setup fee for the service plan selected, as well as a pro
rated partial month charge according to the service plan for the
number of days remaining in the calendar month from the time of
initiation of service until the end of the month in which service is
initiated.
On or about the fifteenth day of every month thereafter, Client will
be invoiced for monthly payment for services according to Xfactor
Multimedia Inc published schedule. Xfactor Multimedia Inc shall provide invoices and shall
maintain, and provide, upon request, backup documentation for a
period of one year from the date of the respective invoices.
Late Payment
Xfactor Multimedia Inc imposes finance late fees in the amount of 25 % for any
account that is more than 5 days past due. At 10 days past due, the
account will be locked. Locked accounts will be unlocked only upon
receipt of all payments due. There will be an account re-activation fee of
$100.00 dollars per site whether or not we decide to deactivate the
site.
Term
This Agreement shall commence on the date the account is activated,
and shall remain in effect until all obligations under this
Agreement have been properly completed. Either party to this
Agreement may terminate this Agreement with or without cause by
providing at least thirty days written notice to the other party. If
either party is in default under this Agreement (including
nonpayment), then the non-defaulting party may also immediately
terminate the Agreement without prior notice to the other party. If
the Client does not notify Xfactor Multimedia in writing thirty days
in advance of termination of service Client will be liable for the
full month after a written termination of service is received. This
agreement will automatically renew for successive one- (1) month
periods unless canceled in writing prior to the monthly renewal
date. Xfactor Multimedia Inc reserves the right to
refuse service and discontinue any and all hosting, co-location and
site creation services and affiliates programs without prior
notification.
Compliance with Law
Client will use the services offered by Xfactor Multimedia Inc in a manner consistent with all applicable local,
state and federal laws and regulations.
Prohibition of Publication of Certain Material
Client shall not knowingly or unknowingly submit to Xfactor
Multimedia Inc for publication any of the
following material (including pictures, links, or any other
content):
(a) Any material which violates or infringes any copyright,
trademark, trade secret, patent, statutory, common law or other
proprietary rights of others;
(b) Any material that is libelous or slanderous;
(c) Any material which is or contains anything obscene or
pornographic; or
(d) Distribution lists to be used via unsolicited electronic mail or
other mass electronic mailings. Spam or Spam software of any kind
will not be tolerated. Clients guilty of Spaming or utilizing mass
mailing on our network will have their service discontinued. Due to
the public nature of the Internet, all material submitted by Client
for publication will be considered publicly accessible. Xfactor
Multimedia Inc does not screen in advance Client's
material submitted to Xfactor Multimedia Inc for
publication. Xfactor Multimedia Inc publication of
material submitted by Client does not create any express or implied
approval by Xfactor Multimedia Inc of such
material, nor does it indicate that such material complies with the
terms of this Agreement.
DISCLAIMER OF WARRANTIES
Xfactor Multimedia Inc, SERVICE IS PROVIDED ON AN
"AS IS, AS AVAILABLE" BASIS.
Xfactor Multimedia Inc SPECIFICALLY DISCLAIMS ANY
OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL Xfactor Multimedia Inc BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, EVEN IF
Xfactor Multimedia Inc HAS BEEN ADVISED BY CLIENT
OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. IF Xfactor
Multimedia Inc, SERVICE TO CLIENT IS DISRUPTED OR
MALFUNCTIONS FOR ANY REASON, Xfactor Multimedia Inc, SHALL NOT BE RESPONSIBLE FOR LOSSES OF INCOME DUE TO
DISRUPTION OF SERVICE, BEYOND THE FEES PAID BY CLIENT TO Xfactor
Multimedia Inc FOR SERVICES, DURING THE PERIOD OF
DISRUPTION OF MALFUNCTION.
Limitation/Disclaimer of Liability
Xfactor Multimedia Inc is not liable for
protection or privacy of electronic mail or other information
transferred through the Internet or any other network provider or
its customers may utilize.
Xfactor Multimedia Inc does not represent or
warrant to Client that Client will receive continual and
uninterrupted service during the term of this Agreement.
In no event shall Xfactor Multimedia Inc be liable
to Client for any damages resulting from or related to any failure
or delay of Xfactor Multimedia Inc to provide
service under this Agreement if such delays or failures are due to
strikes, riots, fire, inclement weather, acts of God, theft or
vandalism or other causes beyond Xfactor Multimedia Inc control, as defined by standard practices in the industry.
Such failure or delay shall not constitute a default under this
Agreement.
Indemnity
Client agrees to defend, indemnify and hold Xfactor Multimedia Inc harmless from and against any and all claims,
losses, liabilities and expenses (including attorneys' fees) related
to or arising out of the services provided by Xfactor Multimedia Inc to Client under this Agreement, including without
limitation claims made by third parties (including customers of
Client) related to any false advertising claims, liability claims
for products or services sold by Client, claims for patent,
copyright or trademark infringement, claims due to disruption or
malfunction of services provided hereunder, or for any content
submitted by Client for publication by Xfactor Multimedia Inc.
IP Addresses
Xfactor Multimedia Inc maintains control and any
ownership of any and all IP numbers and addresses that may be
assigned to Client and reserves in its sole discretion the right to
change or remove any and all IP numbers and addresses.
File Back-up
Xfactor Multimedia Inc is not responsible for
Client's files residing on Xfactor Multimedia Inc
servers. Client is solely responsible for independent backup of data
stored on Xfactor Multimedia Inc servers.
Warranties by Xfactor Multimedia Inc
Xfactor Multimedia Inc represents and warrants to
Client that it has the experience and ability to perform the
services required by this Agreement; that it will perform said
services in a professional, competent and timely manner; that it has
the power to enter into and perform this Agreement; and that its
performance of this Agreement shall not infringe upon or violate the
rights of any third party or violate any federal, state and
municipal laws. However, Client will not determine or exercise
control as to general procedures or formats necessary to have these
services meet Client's satisfaction. Xfactor Multimedia Inc reserves the right to refuse service and discontinue any
and all hosting, co-location and site creation services and
affiliates programs without prior notification.
Governing Law/Venue
The laws of the State of Washington shall govern this Agreement.
Relationship of the Parties
The parties intend that an independent contractor relationship will
be created by this contract, and that no partnership, joint venture
or employee/employer relationship is intended.
Taxes
If any federal, state or local governmental entity with taxing
authority over the services provided under this Agreement imposes a
tax directly on the services provided by Xfactor Multimedia Inc to Client under this Agreement (excluding any
income, business and occupation, capital gain, death or inheritance,
or other indirect taxes), then Xfactor Multimedia Inc may pass the direct amount of such cost on to Client, and
Client shall promptly pay such cost.
Waiver
Any party's failure to insist on compliance or enforcement of any
provision of this Agreement shall not affect its validity or
enforceability or constitute a waiver of future enforcement of that
provision or of any other provision of this Agreement.
Attorneys' Fees
If Xfactor Multimedia Inc brings a legal action to
collect any sums due under this Agreement, it shall be entitled to
collect, in addition to all damages, its costs of collection,
including reasonable attorney's fees.
Entire Agreement and Notice
This agreement contains the entire understanding of the parties.
Xfactor Multimedia Inc reserves the right to
modify this agreement with out prior notification.
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