Terms Of Service
1.) Account Setup / Email on file
We will setup your account after we have received payment and we and/or our payment partner(s) have screened the order(s) in case of fraud. It is your responsibility to provide us with an email address which is not @ the domain(s) you are signing up under. If there is ever an abuse issue or we need to contact you, the primary email address on file will be used for this purpose. It is your responsibility to ensure the email address on file is current or up to date at all times. If you have a domain name registered with Web host 4 pros, it is your responsibility to ensure that the contact information for your domain account and your actual domain name(s) is correct and up-to-date. Web host 4 pros is not responsible for a lapsed registration due to outdated contact information being associated with the domain. If you need to verify or change this information, you should contact our sales team via email. Providing false contact information of any kind may result in the termination of your account.
Our transfers team will make every effort to help you move your site to us. However, transfers are provided as a courtesy service, and we can not make guarantees regarding the availability, possibility, or time required to complete an account transfer. Each hosting company is configured differently, and some hosting platforms save data in an incompatible or proprietary format, which may make it extremely difficult if not impossible to migrate some or all account data. We will try our best, but in some cases we may be unable to assist you in a transfer of data from an old host.
The free transfer services are available for 30 days from your sign up date. Transfers outside of the 30 day free period will incur a charge; please contact a member of the transfers department with specific details to receive a price quote.
All services provided by Web host 4 pros may only be used for lawful purposes. The laws of the Ireland, apply.
The customer agrees to indemnify and hold harmless Web host 4 pros from any claims resulting from the use of our services.
Use of our services to infringe upon any copyright or trademark is prohibited. This includes but is not limited to unauthorized copying of music, books, photographs, or any other copyrighted work. The offer of sale of any counterfeit merchandise of a trademark holder will result in the immediate termination of your account. Any account found to be in violation of another’s copyright will be expeditiously removed, or access to the material disabled. Any account found to be in repeated violation of copyright laws will be suspended and/or terminated from our hosting. If you believe that your copyright or trademark is being infringed upon, please email admin@Webhost4pros.com with the information required. If the request is of a licensing issue, we may require further documentation.
Using a shared account as a backup/storage device is not permitted, with the exception of one cPanel backup of the same account. Please do not take backups of your backups.
Examples of unacceptable material on all Shared servers include:
- IRC Scripts/Bots
- Proxy Scripts/Anonymizers
- Pirated Software/Warez
- Image Hosting Scripts (similar to Photobucket or Tinypic)
- AutoSurf/PTC/PTS/PPC sites
- IP Scanners
- Bruteforce Programs/Scripts/Applications
- Mail Bombers/Spam Scripts
- Banner-Ad services (commercial banner ad rotation)
- File Dump/Mirror Scripts (similar to rapidshare)
- Commercial Audio Streaming (more than one or two streams)
- Escrow/Bank Debentures
- High-Yield Interest Programs (HYIP) or Related Sites
- Investment Sites (FOREX, E-Gold Exchange, Second Life/Linden Exchange, Ponzi, MLM/Pyramid Scheme)
- Sale of any controlled substance without prior proof of appropriate permit(s)
- Prime Banks Programs
- Lottery/Gambling Sites
- Hacker focused sites/archives/programs
- Sites promoting illegal activities
- Forums and/or websites that distribute or link to warez/pirated/illegal content
- Bank Debentures/Bank Debenture Trading Programs
- Fraudulent Sites (Including, but not limited to sites listed at aa419.org & escrow-fraud.com)
- Mailer Pro
- Broadcast or Streaming of Live Sporting Events (UFC, NASCAR, FIFA, NFL, MLB, NBA, WWE, WWF, etc)
Web host 4 pros services, including all related equipment, networks and network devices are provided only for authorized customer use. Web host 4 pros systems may be monitored for all lawful purposes, including to ensure that use is authorized, for management of the system, to facilitate protection against unauthorized access, and to verify security procedures, survivability, and operational security. During monitoring, information may be examined, recorded, copied and used for authorized purposes. Use of Web host 4 pros system(s) constitutes consent to monitoring for these purposes.
Any account found connecting to a third party network or system without authorization from the third party is subject to suspension. Access to networks or systems outside of your direct control must be with expressed written consent from the third party. Web host 4 pros may, at its discretion, request and require documentation to prove access to a third party network or system is authorized.
We reserve the right to refuse service to anyone. Any material that, in our judgment, is obscene, threatening, illegal, or violates our terms of service in any manner may be removed from our servers (or otherwise disabled), with or without notice.
Failure to respond to email from our abuse department within 48 hours may result in the suspension or termination of your services. All abuse issues must be dealt with via troubleticket/email and will have a response within 48 hours.
Sites hosted on Webhost4pros.com’s service(s) are regulated only by Irish. law. Webhost4pros.com is not in a position to investigate and validate or invalidate the veracity of individual defamation claims, which is why we rely on the legal system and courts to determine whether or not material is indeed considered defamatory. In any case in which a court order indicates material is defamatory, libelous, or slanderous in nature; we will disable access to the material. Similarly, in any case in which an Irish Court has placed an injunction against specified content or material; we will comply and remove or disable access to the material in question.
The language of the Communications Decency Act fundamentally states that Internet services providers like Webhost4pros.com and many of Webhost4pros.com’s other webhosting services and brands are republishers and not the publisher of content. Our service merely provides a hosting platform and space on which to host content, and any creation or publication of content on our services is the sole responsibility of the third-party user which creates or publishes the content. Therefore, Webhost4pros.com should not be held liable for any allegedly defamatory, offensive or harassing content published on sites hosted under Webhost4pros.com’s webhosting service(s).
If in doubt regarding the acceptability of your site or service, please contact us at admin@Webhost4pros.com and we will be happy to assist you.
Potential harm to minors is strictly forbidden, including but not limited to child pornography or content perceived to be child pornography (Lolita):
Any site found to host child pornography or linking to child pornography will be suspended immediately without notice.
Your services will be terminated with or without notice.
Violations will be reported to the appropriate law enforcement agency.
It is your responsibility to ensure that scripts/programs installed under your account are secure and permissions of directories are set properly, regardless of installation method. When at all possible, set permissions on most directories to 755 or as restrictive as possible. Users are ultimately responsible for all actions taken under their account. This includes the compromise of credentials such as user name and password. It is required that you use a secure password. If a weak password is used, your account may be suspended until you agree to use a more secure password. Audits may be done to prevent weak passwords from being used. If an audit is performed, and your password is found to be weak, we will notify you and allow time for you to change/update your password.
3.) Zero Tolerance Spam Policy
We take a zero tolerance stance against sending of unsolicited e-mail, bulk emailing, and spam. “Safe lists” and purchased lists will be treated as spam. Any user who sends out spam will have their account terminated with or without notice.
Please read http://www.webhost4pros.com/mailpolicy for our generalized mail policy.
Sites advertised via SPAM (Spamvertised) may not be hosted on our servers. This provision includes, but is not limited to SPAM sent via fax, phone, email, instant messaging, or usenet/newsgroups. No organization or entity listed in the ROKSO may be hosted on our servers. Any account which results in our IP space being blacklisted will be immediately suspended and/or terminated.
Web host 4 pros reserves the right to require changes or disable as necessary any web site, account, database, or other component that does not comply with its established policies, or to make any such modifications in an emergency at its sole discretion.
Web host 4 pros reserves the right to charge the holder of the account used to send any unsolicited e-mail a clean up fee or any charges incurred for blacklist removal. This cost of the clean up fee is entirely at the discretion of Web host 4 pros.
4.) Payment Information
You agree to supply appropriate payment for the services received from Web host 4 pros, in advance of the time period during which such services are provided. You agree that until and unless you notify Web host 4 pros of your desire to cancel any or all services received, those services will be billed on a recurring basis. This includes when accounts are suspended. When an account’s invoices are paid outside of the 10 day grace period, invoices will not be automatically generated. However, after the customer notifies Web host 4 pros of his or intent to resume service, invoices will be manually generated and payment expected for the time the account was suspended.
Cancellations must be done in writing. Once we receive your cancellation and have confirmed all necessary information with you via e-mail, we will inform you in writing (typically email) that your account has been cancelled. Your cancellation confirmation will contain a ticket/tracking number in the subject for your reference, and for verification purposes. You should immediately receive an automatic “Your request has been received…” email with a tracking number. An employee will confirm your request (and process your cancellation) shortly thereafter. If you do not hear back from us, or do not receive the automatic confirmation email within a few minutes after submitting your cancellation, please contact us immediately. We require that cancellations of service are done through the online form to (a) confirm your identity, (b) confirm in writing you are prepared for all files/emails to be removed, and (c) document the request. This process reduces the likelihood of mistakes, fraudulent/malicious requests, and ensures you are aware that the files, emails, and account may be removed immediately after a cancellation request is processed.
As a client of Web host 4 pros, it is your responsibility to ensure that your payment information is up to date, and that all invoices are paid on time. You agree that until and unless you notify Web host 4 pros of your desire to cancel any or all services received (by the proper means listed in the appropriate section of the Terms of Service), those services will be billed on a recurring basis, unless otherwise stated in writing by Web host 4 pros. Web host 4 pros reserves the right to bill your credit card or billing information on file with us. Web host 4 pros provides a 10 day grace period from the time the invoice is generated and when it must be paid. Any invoice that is outstanding for 10 days and not paid will result in a $10 late fee and/or an account suspension until account balance has been paid in full. The $10 late fee is applied in addition to whatever else is owed to Web host 4 pros for services rendered. Access to the account will not be restored until payment has been received.
It is the customer’s responsibility to notify our sales team via email at sales@Webhost4pros.com after paying for a domain renewal and to ensure the email is received and acted upon. Domain renewal notices and invoices are provided as a courtesy reminder and Web host 4 pros cannot be held responsible for failure to renew a domain or failure to notify a customer about a domain’s renewal.
Subsequently, domain renewals are billed and renewed 30 days before the renew date. It is the customer’s responsibility to notify our sales team via email at sales@Webhost4pros.com for any domain registration cancellation. No refunds can be given, once a domain is renewed. All domain registrations, and renewals are final.
Invoices that have been paid more than once with multiple Paypal Subscriptions can only be added as credit towards the account and cannot be refunded via Paypal. If you require assistance with this provision, please contact sales@Webhost4pros.com
Web host 4 pros reserves the right to change the monthly payment amount and any other charges at anytime.
5.) Backups and Data Loss
Your use of this service is at your sole risk. Our backup service is ran on Sunday of each week, overwrites any of our previous backups made, and only one week of backups are kept. This service is provided to you as a courtesy. Web host 4 pros is not responsible for files and/or data residing on your account. You agree to take full responsibility for files and data transferred and to maintain all appropriate backup of files and data stored on Web host 4 pros servers.
6.) Cancellations and Refunds
Web host 4 pros reserves the right to cancel, suspend, or otherwise restrict access to the account at any time with or without notice.
Any abuse of our staff in any medium or format will result in the suspension or termination of your services.
Customers who take up the free 4 page web design service from our partner’s site are not allowed to cancel for the first 12 months. If they do before their 12 months is up, they will be required to pay for the remaining months to make up for the 12 months.
Only first-time accounts that did not take up the 4 page website deal from our partner’s website will be eligible for a refund. For example, if you’ve had an account with us before, cancelled and signed up again, you will not be eligible for a refund or if you have opened a second account with us.
Violations of the Terms of Service will waive the refund policy.
7a.) Resource Usage
User may not:
1) Use 25% or more of system resources for longer then 90 seconds. There are numerous activities that could cause such problems; these include: CGI scripts, FTP, PHP, HTTP, etc.
2) Run stand-alone, unattended server-side processes at any point in time on the server. This includes any and all daemons, such as IRCD.
3) Run any type of web spider or indexer (including Google Cash / AdSpy) on shared servers.
4) Run any software that interfaces with an IRC (Internet Relay Chat) network.
5) Run any bit torrent application, tracker, or client. You may link to legal torrents off-site, but may not host or store them on our shared servers.
6) Participate in any file-sharing/peer-to-peer activities
7) Run any gaming servers such as counter-strike, half-life, battlefield1942, etc
Run cron entries with intervals of less than 15 minutes.
9) Run any MySQL queries longer than 15 seconds. MySQL tables should be indexed appropriately.
10) When using PHP include functions for including a local file, include the local file rather than the URL. Instead of include(“http://yourdomain.com/include.php”) use include(“include.php”)
11) To help reduce usage, do not force html to handle server-side code (like php and shtml).
12) Only use https protocol when necessary; encrypting and decrypting communications is noticeably more CPU-intensive than unencrypted communications.
The use of more than 250,000 inodes on any shared account may potentially result in a warning first, and if no action is taken future suspension. Accounts found to be exceeding the 100,000 inode limit will automatically be removed from our backup system to avoid over-usage, however databases will still be backed up. Every file (a webpage, image file, email, etc) on your account uses up 1 inode.
Sites that slightly exceed our inode limits are unlikely to be suspended; however, accounts that constantly create and delete large numbers of files on a regular basis, have hundreds of thousands of files, or cause file system damage may be flagged for review and/or suspension. The primary cause of excessive inodes seems to be due to users leaving their catchall address enabled, but never checking their primary account mailbox. Over time, tens of thousands of messages (or more) build up, eventually pushing the account past our inode limit. To disable your default mailbox, login to cPanel and choose “Mail”, then “Default Address”, “Set Default Address”, and then type in: :fail: No such user here.
7c.) Backup Limit
Any shared account using more than the allotted gigs of disk space will be removed from our off site weekly backup with the exception of Databases continuing to be backed up. All data will continue to be mirrored to a secondary drive which helps protect against data loss in the event of a drive failure.
8.) Bandwidth Usage
You are allocated a monthly bandwidth allowance. This allowance varies depending on the hosting package you purchase. Should your account pass the allocated amount we reserve the right to suspend the account until the start of the next allocation, suspend the account until more bandwidth is purchased at an additional fee, suspend the account until you upgrade to a higher level of package, terminate the account and/or charge you an additional fee for the overages. Unused transfer in one month cannot be carried over to the next month.
9a.) Account Activation
Web host 4 pros will not activate new orders or activate new packages for customers who have an outstanding balance with Web host 4 pros. For a new order to be setup or a new package to be activated, you must have a balance of $0.00, unless otherwise stated by Web host 4 pros in writing.
9b.) Uptime Guarantee
If your shared / reseller server has a physical downtime that is not within the 99.9% uptime you may receive one month of credit on your account. Approval of the credit is at the discretion of Web host 4 pros dependent upon justification provided. Third party monitoring service reports may not be used for justification due to a variety of factors including the monitor’s network capacity/transit availability. The uptime of the server is defined as the reported uptime from the operating system and the Apache Web Server which may differ from the uptime reported by other individual services. To request a credit, please contact sales@Webhost4pros.com with justification. All requests must be made in writing via email. Uptime guarantees only apply to shared / reseller solutions. Dedicated servers are covered by a network guarantee in which the credit is prorated for the amount of time the server is down which is not related to our uptime guarantee.
10.) Reseller: Client Responsibility
Resellers are responsible for supporting their clients. Web host 4 pros does not provide support to our Reseller’s Clients. If a reseller’s client contacts us, we reserve the right to place the client account on hold until the reseller can assume their responsibility for their client. All support requests must be made by the reseller on their clients’ behalf for security purposes. Resellers are also responsible for all content stored or transmitted under their reseller account and the actions of their clients’. Web host 4 pros will hold any reseller responsible for any of their clients actions that violate the law or the terms of service.
11.) Shared (non-reseller accounts) / Semidedicated Servers
Shared accounts may not resell web hosting to other people, if you wish to resell hosting you must use a reseller account. Semi-dedicated servers are not backed up. You must maintain your own backups.
12.) Price Change
The amount you pay for hosting will never increase from the date of purchase. We reserve the right to change prices listed on Webhost4pros.com, and the right to increase the amount of resources given to plans at any time.
Discounts and coupon codes are reserved for first-time accounts *or first-time customers* only and may not be used towards the purchase of a domain registration unless otherwise specified. If you have signed up using a particular domain, you may not resign up for that domain using another coupon at a later date. Any account found in violation of these policies will be reviewed by our sales department and the appropriate invoices will be added to the account. Coupon abuse will not be tolerated and may result in the suspension or termination of the account. Coupons or discounts are only valid towards the initial purchase, and do not affect the renewal or recurring price.
Customer agrees that it shall defend, indemnify, save and hold Web host 4 pros harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees asserted against Web host 4 pros, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by customer, its agents, employees or assigns. Customer agrees to defend, indemnify and hold harmless Web host 4 pros against liabilities arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with Web host 4 pros; (2) any material supplied by customer infringing or allegedly infringing on the proprietary rights of a third party; (3) copyright infringement and (4) any defective products sold to customers from Web host 4 pros’s server.
14b.) Arbitration By using any Web host 4 pros services, you agree to submit to binding arbitration. If any disputes or claims arise against Web host 4 pros or its subsidiaries, such disputes will be handled by an arbitrator of Web host 4 pros’s choice. An arbitrator from the Irish Arbitration Association or the National Arbitration Forum will be selected in Dublin. Arbitrators shall be attorneys or retired judges and shall be selected pursuant to the applicable rules. All decisions rendered by the arbitrator will be binding and final. The arbitrator’s award is final and binding on all parties. The Federal Arbitration Act, and not any state arbitration law, governs all arbitration under this Arbitration Clause. You are also responsible for any and all costs related to such arbitration.
Web host 4 pros shall not be responsible for any damages your business may suffer. Web host 4 pros makes no warranties of any kind, expressed or implied for services we provide. Web host 4 pros disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, no deliveries, wrong delivery, and any and all service interruptions caused by Web host 4 pros and its employees.
16.) Disclosure to law enforcement
Web host 4 pros may disclose any subscriber information to law enforcement agencies without further consent or notification to the subscriber upon lawful request from such agencies. We will cooperate fully with law enforcement agencies.
17.) Affilaite Terms
Web host 4 pros pays out 50% of all ongoing commissions to affilaites who promotes and refers successful sales. A successful sale is one that goes through our shopping cart and is confirmed as paid for in full. A minimum of 3 referrals is required to recieve first payment.
18.) Changes to the TOS
Web host 4 pros reserves the right to revise its policies at any time without notice.
Mobile Website Terms.
This document shall serve as an agreement between Try Switch Ltd Trading as Web Host 4 Pros (“Company”) and [You] (“Client”).
The total fee for these website are either €9.99 EUR monthly for the Basic Plan or €19.99 +Vat monthly for the professional plan. You are also required to pay a once off setup fee unless you are given a coupon code with a special offer for a free setup.
The full amount for this service is required via Pay Pal and cleared before any work will commence. After the design of the mobile site has been sent to the customers email for review, cancellation of the service or refunds will NOT be accepted.
Company agrees to provide the Client with the following:
1 x Mobile Compliant Website Package for www.website.com or businessname.prowebbuilders.com
- 5 pages: Homepage, Location, Menu, About Us, Contact Us
- Mobile redirect script
- Installation service *
* For installation to take place, client must provide Company with access details to their current hosting Control Panel BEFORE any work commences.
Up to two (2) revisions are allowed free of charge and must be made within 15 days of delivery of the project. These revisions shall only include editing work that already exists. Any additional work will be charged at the standard rate of €50 per hour.
Terms and Conditions
The terms of the Proposal shall be effective for 7 days after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.
2. FEES AND CHARGES
In consideration of the Services to be performed by Company, Client shall pay to Company fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
2.2 Additional Costs
The Project pricing includes Company’s fee only. Any and all outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses, and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Proposal.
All invoices are payable within 7 days of receipt. A 1.5 percent monthly service charge is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by late or default in payment. Company reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses and Fees, Charges or the costs of Changes.
3.1 General Changes
Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at Company’s standard hourly rate of €50 per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Company may extend or modify any delivery schedule or deadlines in the Proposal and
Deliverables as may be required by such Changes.
3.2 Substantive Changes
If Client requests or instructs Changes that amount to a revision in or near excess of fifty percent (50%) of the time required to produce the Deliverables, and or the value or scope of the Services, Company shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Company.
Company will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either,
(i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Company. The Company shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Company’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Company’s obligations under this Agreement.
3.4 Testing and Acceptance
Company will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within five (5) business days of receipt of each Deliverable, shall notify Company, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Company will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.
4. CONFIDENTIAL INFORMATION
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third-party, and shall not use any
Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
5. RELATIONSHIP OF THE PARTIES
5.1 Independent Contractor
Company is an independent contractor, not an employee of Client or any company affiliated with Client. Company shall provide the Services under the general direction of Client, but Company shall determine, in Company’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Company and the work product or services prepared by Company shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
5.2 No Exclusivity
The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Company, and Company shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Company.
6. INDEMNIFICATION / LIABILITY
6.1 By Client
Client agrees to indemnify, save and hold harmless Company from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Company shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) Company provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Company in providing such assistance.
6.2 By Company
Subject to the terms, conditions, express representations and warranties provided in this Agreement, Company agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Company’s representations and warranties made herein, except in the event
any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that (a) Client promptly notifies Company in writing of the claim; (b) Company shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Company with the assistance, information and authority necessary to perform Company’s obligations under this section. Notwithstanding the foregoing, Company shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any work provided by Company.
6.3 Limitation of Liability
THE SERVICES AND THE WORK PRODUCT OF COMPANY ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“COMPANY PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF COMPANY. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY COMPANY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7. TERM AND TERMINATION
This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party:
(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
(b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
In the event of termination, Company shall be compensated for any additional Services performed beside the agreed professional plan already paid for through the date of termination in the amount of (a) a prorated portion of the fees due, or (b) hourly fees for work performed by Company or Company’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation. (c) Any set up fee waived must be in full if the customer decides to cancel before 12 months.
In the event of termination by Client and upon full payment of compensation as provided herein, Company grants to Client such right and title with respect to those services provided to, and accepted by Client as of the date of termination.
Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.