This Webhosting Terms of Service (“Agreement”) contains the terms and conditions that govern your access to and use of the Services (as described in Section 2, below) and is an agreement between CU*Answers and you or the entity you represent, and your agents, successors and assigns (“Client”). This Agreement takes effect when Client orders any of the Services. Client use of the Services signifies that you have read, understand, acknowledge, and agree to be bound by this Agreement, along with our Order Form, which is incorporated herein by this reference, and any other agreements or policies that are expressly incorporated herein.
1. Hosting of Web Site.
Client retains CU*Answers to host Client’s Web Site in accordance with the Services identified on the CU*Answers Web Services Order Form. The term “Client Web Site” means the electronic hypermedia content uploaded by Client to the CU*Answers’ Webhosting server, including hypertext, graphics, audio, video, CGI forms, and hyperlinks.
CU*Answers shall perform all reasonably necessary duties and responsibilities during the term of this Agreement to host the Client Web Site consistent with the Web Site services set forth in the Order Form. CU*Answers will make commercially reasonable efforts to have the Client’s Web Site available to users/members three hundred sixty-five (365) days per year, twenty-four (24) hours per day. CU*Answers will also take commercially reasonable precautions to scan all software supplied to client to verify it is free from viruses or disabling devices. CU*Answers will maintain the hosting platform to the current reasonably supported versions for security and maintainability.
Client agrees that CU*Answers, in order to perform the Services, shall: (a) Utilize and require certain plugins and settings to be enabled for security and auditing purposes, and that such plugins and settings may change during the performance of this Agreement; (b) in the course of performing Services employees of CU*Answers shall have full administrative access to any site hosted on CU*Answers’ shared hosting platform for security and support purposes; (c) require any third-party code, such as themes and plugins, to be regularly updated for security purposes, and if Client maintains a license with the third-party Client shall either perform updates in a commercially reasonable timeframe upon such notification by CU*Answers or by sharing credentials with CU*Answers; (d) have no control over and disclaims any and all liability for third-party code, third-party code being defined as third-party products or services which are not sold or licensed by CU*Answers but which are made available for you, in your sole discretion, to enable or integrate with your Web Site (e.g. third-party themes and plugins available through the WordPress administrative dashboard); and (e) require that Client Web Site, its code, including plugins and themes, remains compatible with the currently supported versions of software that constitute the webhosting platform.
3. Limitations of Services.
Notwithstanding the foregoing, CU*Answers does not guarantee that Client or any third parties will be able to access the Client Web Site at any particular time. CU*Answers’ access services are provided on an “as-is, as-available” basis. Client agrees that its use of the services and the Internet is solely at Client’s risk and is subject to all applicable local, state, national, and international laws and regulations. CU*Answers neither guarantees nor warrants compliance with laws and regulations, including, but not limited to the Americans with Disabilities Act (“ADA”). CU*Answers assumes no responsibility for any commercial transactions attempted or completed involving the Service. CU*Answers does not own or control all the various facilities and communication lines through which access may be provided. Accordingly, CU*Answers assumes no responsibility for the security of Client’s Web Site including, but not limited to, user access. It is CU*Answers’ policy to cooperate with law enforcement authorities and to notify such authorities if it suspects that Client is engaged in illegal activities. Client acknowledges and agrees that it is responsible for developing and maintaining procedures (apart from the Services) to protect the content of the Web Site, including making appropriate backup copies of the content. For purposes of network maintenance, CU*Answers may use, copy, display, store, transmit, translate, view, and distribute the content to multiple domestic and international servers. CU*Answers is not responsible for transmission errors, disclosure, erasure, or corruption or security of data or content.
4. Client’s Responsibilities.
Client shall be solely responsible for: (a) the accuracy and content of any information provided by Client to the Company; (b) any information and programs that Client receives as a result of using the Services, including without limitation the entire responsibility for any losses of data, programs, breaches of security, viruses, and disabling or harmful devices that Client may download or otherwise experience as a result of Client’s use of the Services; (c) drafting and adhering to any set of terms and conditions for users of Client’s Web Site; (d) drafting and adhering to any privacy statement for users of Client’s Web Site; (e) complying with any and all local, state, and federal laws and regulations that might apply to Client’s Web site and its associated activities, including, but not limited to, accessibility, data collection, privacy measures, and data storage; and (f) client warrants that it has the right to use the applicable trademarks, if any.
5. Data Protection and Security.
Client shall be solely responsible and liable for compliance with applicable privacy data protection requirements (including, but not limited to requirements of the Gramm-Leach-Bliley Act (GLBA). Client agrees that the Services are not intended for the use, transmission, or storage of personal information with respect to Client’s visitors, end-users, and customers. Client maintains responsibility for any such personal data without any liability of whatsoever nature to CU*Answers. Client agrees that the Client is entirely responsible for maintaining the confidentiality of Client’s login and password (collectively, the “Account Access Information”). Client agrees that the Client is entirely responsible for any and all activities that occur under Client’s account. Client agrees to notify CU*Answers immediately of any unauthorized use of Client’s account or any other breach of security. Client agrees CU*Answers will not be liable for any loss that may incur as a result of someone else using Client’s Account Access Information, either with or without Client’s knowledge. Client further agrees Client could be held liable for losses incurred by the CU*Answers or another party due to someone else using Client’s Account Access Information. For security purposes, Client should keep Account Access Information in a secure location and take precautions to prevent others from gaining access to Client’s Account Access Information. Client agrees that the Client will be responsible for all activity in Client’s account, whether initiated by Client, or by others on Client’s behalf, or by any other means. CU*Answers specifically disclaims liability for any activity in Client’s account, whether authorized by Client or not.
6. Web Site and Server Content.
As a condition of the Client’s use of CU*Answers’ Software and Services, Client agrees not to use them for any purpose that is unlawful or prohibited by these terms and conditions. CU*Answers may cancel Client’s use of the Services if Client violates content rules or if Client’s Web Site is being used for any purpose that is unlawful or prohibited by these terms and conditions.
Client shall be solely responsible for providing, updating, uploading and maintaining Client’s Web Site or server and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through your Web Site or server including, but not limited to, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text. Client acknowledges and agrees that in the course of providing Client with technical assistance, CU*Answers may modify, alter or remove the content of Client’s hosted Web Site. Client Web Site or server content shall also include any registered domain names provided by Client or registered on behalf of Client in connection with the Services.
Your Web Site may not include any of the following content: (a) image hosting scripts that allow an anonymous user to upload an image for display on another Web Site; (b) banner ad services for display on other Web Sites or devices (commercial banner ad rotation); (c) file dump/mirror scripts that allow an anonymous user to upload a file for other to download; (d) commercial audio streaming; (e) push button mail scripts that allow the user to specify recipient email addresses; (f) anonymous or bulk SMS gateways; (g) backups of content from another computer or Web Site; (h) Bittorrent trackers; or (i) any script that causes a degradation in the performance of our server or network environment.
CU*Answers may also cancel Client’s use of the Services, after thirty (30) days, if the Client is using the Services, as determined by CU*Answers in its sole discretion, in association with morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which Client conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; and activities designed to harm or use unethically minors in any way.
Client agrees CU*Answers may immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email.
In the event the CU*Answers deletes Client’s Services because they are being used in association with spam or morally objectionable activities, no refund will be issued. Client agrees that the Client will not be entitled to a refund of any fees paid to CU*Answers if, for any reason, CU*Answers takes corrective action with respect to Client’s improper or illegal use of its Services.
7. No Unlawful Conduct or Improper Use.
CU*Answers has no obligation to monitor Client’s use of the Services. CU*Answers reserves the right to review Client’s use of the Services and, if Client is in violation of the terms of this Agreement, to cancel the Services in its sole discretion. CU*Answers reserves the right to terminate Client’s access to the Services at any time, without notice, for any reason whatsoever. CU*Answers and Client shall work to resolve issues giving rise to access termination within a commercially reasonable time, and if the issues are resolved as required by Company, access shall be reinstated.
Client agrees that the Client will not be entitled to a refund of any fees paid to the CU*Answers if, for any reason, CU*Answers takes corrective action with respect to Client’s improper or illegal use of its Services.
Client must not attempt to undermine the security or integrity of computing systems or networks and must not attempt to gain unauthorized access. This includes (but is not limited to) such things as port scanning of either CU*Answers’ network and computer equipment or external networks and computers and Denial Of Service attacks of any kind.
CU*Answers reserves the right at all times to disclose any information as CU*Answers deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in the CU*Answers’ sole discretion.
8. Service Interruptions.
CU*Answers shall not be liable for the loss of data or for any losses resulting from the interruption of service. In no event shall CU*Answers be responsible for any consequential damages that result from the loss of data or the interruption of service.
9. Client Information.
Client shall have the right to use, consistent with the terms and conditions of this Agreement, all user data collected by the Company from the Client Web site, and this information shall be considered proprietary to the Client.
10. Confidential Information.
The term “Confidential Information” includes written information marked as “Confidential”, “Proprietary”, or a similar legend, or is Trade Secret information as defined under 18 USC § 1839. Client and CU*Answers agrees to keep the other party’s Confidential Information strictly confidential and to take all precautions with the other party’s Confidential Information that Client and CU*Answers take with their own Confidential Information, which, at a minimum, shall be taking all steps reasonably necessary to insure the maintenance of confidentiality. Confidential Information shall not apply to any information that (a) Is or subsequently comes within the public domain without any violation of this Agreement or any other duty of confidentiality; (b) is disclosed independently on a non-confidential basis by a third-party whom the party reasonably believes is not obligated to maintain the confidentiality with respect to such information; (c) the party can demonstrate through written documentation was known by before disclosed and is not subject to any other obligation of confidentiality; or (d) the party can demonstrate through written documentation was independently developed without the use of any of Confidential Information or any other information obtained or used by the other party in violation of a duty of confidentiality. If either party is required by law, order, or regulation to disclose Confidential Information, to the extent allowed by applicable law, order, or regulation, the party may disclose Confidential Information provided that the disclosing party notifies the other party promptly of such disclosure requirement and any such disclosure is limited to that required by applicable law, order, or regulation.
11. Exclusive Remedy.
Client agrees that Client’s sole remedy and the sole obligation and liability of CU*Answers’ and its directors, officers, employees, and agents with regard to the Services shall be limited to CU*ANSWERS’ commercially reasonable efforts to correct material defects in the Services. Client further agrees that CU*Answers shall have no liability for any actions, suits, damages, judgments, costs, charges, expenses, and attorney fees (“the Losses”), whether arising in negligence or other tort, contract or otherwise relating to the error, omission or other problem which is the basis for the Losses, except in regards to matters resulting due to the gross negligence or intentional acts of CU*Answers.
THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
12. No Warranties and Disclaimer.
Client agrees that the Services are provided “AS IS” and on an “AS AVAILABLE” basis. CU*Answers makes no warranty regarding any transactions executed through the Client web site, and Client understands and agrees that such transactions are conducted entirely at Client’s own risk the foregoing disclaimer shall apply unless otherwise prohibited by law. limited support or advice to you in relation to the Services are provided in good faith, as-is and as-available, and solely for your convenience.
CU*ANSWERS SHALL HAVE NO LIABILITY FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. THE TOTAL LIABILITY OF CU*ANSWERS TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO CU*ANSWERS BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM AROSE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY THE COMPANY HEREUNDER HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK.
Client assumes the risk of and shall indemnify CU*Answers, its directors, officers, employees and agents and shall hold it and them harmless from and against any actions, suits, damages, judgments, costs, charges, expenses, attorney fees, and consequences of any liabilities of any nature, incurred, made or suffered by any third party in connection with the furnishing of items to CU*Answers by Client to be placed on the Web Site under this Agreement, including but not limited to suits for trademark, copyright, or patent infringement or any other claim for violation of another party’s rights under the laws or treaties of any state or country.
14. Term and Termination.
This Agreement shall have an initial term of one (1) month from the date of order (the “Initial Term”). Upon reaching the end of the Initial Term, and upon reaching the end of any renewal term, this Agreement shall automatically renew for following month, unless one Party gives the other Party written notice of its intent to terminate this Agreement at the end of the current term. This notice must be given within thirty (30) days but not less than fifteen (15) days before the current term expires.
CU*Answers reserves the right to terminate Services if Client’s usage of the Services results in, or is the subject of, legal action or threatened legal action, against CU*Answers or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit. CU*Answers may review every account for excessive space and bandwidth utilization and to terminate or apply additional fees to those accounts that exceed allowed levels.
Client agrees to pay to CU*Answers the amounts specified in the Order Form for the Web Site Services. Fees are due as specified in the Order Form. If any payment to be made under this Agreement is not paid by its due date or Client’s overall account with CU*Answers becomes past due, CU*Answers shall be entitled, upon five (5) days’ prior notice, to stop its performance under this Agreement and to exercise any and all of its remedies against the defaulting Party. This includes any amount due for Web site hosting and/or other services including but not limited to development work on Client’s Web site.
CU*Answers may change any of its fees under this Agreement, as may be reasonably required from time to time, by giving Client thirty (30) days’ prior notice of such changes.
16. Ownership of Code and User Information.
Client agrees that in performing its services, CU*Answers may have occasion to develop new and unique work product for use in conjunction with the Web Site. The parties agree that all such work is being developed by CU*Answers for the sole and exclusive use of Client, and Client shall be deemed the sole and exclusive owner of all right, title, and interest therein, including all copy rights and proprietary rights relating thereto. All such work performed by CU*Answers and any supporting documentation therefore shall be considered as “works made for hire” (as such are defined under the U.S. Copyright laws) and, as such, shall be owned by and for the benefit of CU*Answers. For the purpose of this Agreement “work product(s)” shall mean all data, documentation, software, ideas, concepts, materials, and information, in whatever form, first produced or created by or for developer, which relates solely and exclusively to the performance of work or the rendition of services under this agreement in the development and hosting of the Client’s Web Site. (hereinafter “work product(s)”) do not qualify as a “work made for hire,” CU*Answers will and hereby does assign to client for no additional consideration, all right, title, and interest that it may possess in such work products including, but not limited to, all developer and proprietary rights relating thereto. Upon request, CU*Answers will take such steps as are reasonably necessary to enable client to record such assignment. Client shall reimburse the CU*Answers for all reasonable out of pocket expenses incurred at the specific request of client in recording such assignments.
It is understood that CU*Answers may use its own previously developed data, documentation, software, ideas, concepts, materials, or information, in whatever form in performing its services hereunder (collectively referred to as “preexisting works”). And so far, such preexisting works were not first produced or created by or for developer solely and exclusively to the performance of work or the rendition of services under this Agreement, or are necessary or useful for, or are used in connection with, Client’s Web Site, any and all right, title, and interest in such preexisting works shall remain the sole and exclusive property of CU*Answers. CU*Answers hereby grants to client a non-exclusive license to use such preexisting works when used solely and exclusively in combination with the work product on the Web Site. Client shall have no other rights, whatsoever, with respect to its use of the pre-existing works.
Any software owned by Client and provided to CU*Answers by Client shall be delivered to Client upon termination of this Agreement and CU*Answers receipt of all compensation due CU*Answers under this Agreement.
17. Force Majeure.
CU*Answers will not be liable for delays, damages, or failures in performance due to events of force majeure (causes beyond our reasonable control), including, but not limited to, acts of a governmental body, acts of God, acts of third parties, fires, floods, strikes or other labor-related disputes, an inability to obtain necessary equipment or services, the severing of off-site communication lines by a third party, or other events of force majeure.
This Agreement may be modified only by written Agreement signed by all the Parties that expressly sets forth their intent to modify this Agreement.
19. Applicable Law.
This Agreement shall be construed and enforced according to the laws of the state of Michigan without reference to its conflicts of law provisions.
Except as otherwise provided within this Agreement, no Party may transfer or assign this Agreement or any rights under it without the prior written consent of the other Party.
Each of the Parties represents and warrants to the other that each Party has the full right, power, and authority to enter into this Agreement and to perform all of its obligations in accordance with its provisions, and neither the execution nor the delivery of this Agreement by the Party, nor the performance of any of its obligations under this Agreement, will result in the breach or violation of any provision (or constitute a default) under any indenture, contract, or other agreement or instrument to which the Party is a party or under which the Party has any rights or obligations.
22. Captions and Headings.
The headings and captions in this Agreement are included as a matter of convenience and shall not be construed as a substantive part of this Agreement.
23. Computation of Time.
In computing any period of time under this Agreement, the day of the act, event, or default from which the designated period of time begins to run shall be included, unless it is a Saturday, Sunday, legal holiday. In that case, the period will begin to run on the next day that is not a Saturday, Sunday, or legal holiday, and the period shall run until the end of the next day thereafter that is not a Saturday, Sunday, or legal holiday.
This Agreement contains the entire understanding between the Parties pertaining to the subject matter of this Agreement and supersedes and replaces all prior or existing written and oral agreements, including contemporaneous agreements, between the Parties and/or their representatives pertaining to the subject matter of this Agreement.
The Exhibits referred to in this Agreement shall be incorporated herein as if set forth in full at the point in this Agreement where they are referred to whether or not they are attached.
Any changes, modifications or revisions to these Terms of Service will be applicable to previous Terms of Services. Revisions will be considered agreed to by the client on renewal of services as specified in Term and Termination section.
27. No Third-Party Beneficiaries.
Nothing in this Agreement shall be construed to be to the benefit of any third party, nor is it intended that any provision shall be for the benefit of any third party.
Notice under this Agreement shall be in writing and shall be effective when actually delivered. If mailed, notice shall be deemed effective 72 hours after mailing as registered or certified mail, postage prepaid, directed to the other Party at the address set forth below or such other address as the Party may indicate by written notice to the other:
If any provision of this Agreement or its application is held to be invalid, void, or illegal, that provision shall be severed and the remainder of this Agreement shall not be affected. Such a finding shall in no way affect, impair, or invalidate any other provision of this Agreement, which shall remain in full force and effect.
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, representatives, successors, and permissible assigns.
The waiver by either Party of the breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any subsequent breach.
32. Terms of Service Updates.
CU*Answers may revise these Terms of Service from time to time. The changes will not be retroactive, and the most current version of the Terms of Service will govern. CU*Answers will notify Client of material revisions. Continued use of the Services by Client constitutes acceptance of any such revisions. Client should periodically visit this page to review the current Terms of Service.