SANS NIL SERVICES SERVICE AGREEMENT
WHEREAS, Sans Nil Services may provide consulting services for web site hosting, domain name registration, e-mail accounts, and other Internet services.
WHEREAS, Client desires Sans Nil Services to provide consulting for web site hosting, e-mail accounts and other Internet services to Client.
WHEREAS, Client and Sans Nil Services desire to clarify and define all rights, titles, and interests pursuant to this Agreement, the parties agree as follows:
1.a. "Agreement" means this Service Agreement between Sans Nil Services and Client.
1.b. "Administrative Contact" is the person whom the Client designates as being the person who shall have the power to make ongoing administrative decisions under this Agreement which are binding upon Client. The Administrative Contact has access to change the administrative, billing, and technical contact information for the Client's web site, e-mail configuration, domain name registration, and passwords.
1.c. "Billing Contact" is the person whom the Client designates as being the person who shall have the power to make ongoing billing and payment decisions under this Agreement which are binding upon Client. The Billing Contact is responsible for paying for all Client ordered services including web site hosting, e-mail configuration, domain name registration, secure certificate registrations, consulting, technical support, educational services, and more.
1.d. "Domain Name" is the alphanumeric name associated with Client's web site, web pages or electronic mail registered with a domain name registrar.
1.e. "Domain Name Registrar" is an ICANN approved organization that is responsible for the registration of domain names. A fee must be paid by the Client to a Registrar (or a Registrar's agent) for domain name registration services
1.f. "Electronic Mail", "Email" or "E-Mail" is a system for sending and receiving messages electronically over a computer network, as between personal computers on the Internet.
1.g. "Intellectual Property Rights" means: Rights in any patent, copyright, trademark, trade dress, and trade name; Related registrations and applications for registration; and Trade secrets, moral rights, and goodwill.
1.h. "Internet" means the global computer network comprised of interconnected networks using standard Protocols including TCP/IP.
1.i. "Registrant" is the legal entity (Corporation, Partnership, Sole Proprietorship, Joint Venture, Trust or Person) to whom a domain name is officially registered to.
1.j. "Technical Contact" is the person whom the Client designates as being the person who shall have the power to make ongoing technical decisions under this Agreement which are binding upon Client. The Technical Contact has access to change the Client's web site, e-mail configuration, and passwords.
1.k. "Web Host" is a company that provides space on its web hosting servers for Client's business needs. The web hosting servers are connected to the Internet so that the information on the servers can be made available to the general Internet community for viewing.
1.l. "Web Page" means each individual screen display contained in Client's Web Site.
1.m. "Web Site" means all Web Pages, programs and scripts associated with Client and its products or services, and which are stored on Web Host's Internet server computers.
1.n. The "World Wide Web", or "WWW", is a subset of the Internet, and is a common system for browsing Internet Web Sites.
2. SERVICES THAT MAY BE PROVIDED.
2.a. Client Resource Allocation. Client shall be allotted storage space on Sans Nil Services' servers which may be used to store Client's Web Pages, databases, and electronic communications, including e-mail. The amount of storage space and number of accounts allotted is at the sole discretion of Sans Nil Services. The amount of bandwidth given to Client is at all times and in all instances completely at the sole discretion of Sans Nil Services. Client explicitly recognizes Sans Nil Services provides hosting capacity for small to medium traffic sites and as such there is no expectation of high-bandwidth services. Client agrees not to use any of Sans Nil Services’ servers in any manner which uses an excessive amount of bandwidth. Such uses include but are not limited to web cameras, peer-to-peer networks, and mass e-mailing. Determination of excessive bandwidth consumption is made at the sole discretion of Sans Nil Services.
2.b. Domain Name Services.
2.b.i. Registration. Sans Nil Services does not guarantee the Client shall be assigned its desired domain name. Sans Nil Services is not responsible for Registrars' policies about domain name assignment, for delays in registration, approval of domain names, or modifications, for clerical or other errors made by any domain name Registrar, any decision to place a domain name on hold, or any other Registrar policy.
2.b.ii. The registration and maintenance of domain names are subject to fees assessed by the domain name Registrar and Sans Nil Services. Client is responsible for the continued payment of registrar fees.
2.b.iii. Any failure by the Client to pay Registrar fees may result in the temporary or permanent loss of rights to use/own the domain name. Registering a trademark or patent may assist in the maintenance of rights to use/own the domain name.
2.b.iv. Client's Warranty of Ownership and Non-Infringement. Client expressly confirms and warrants that Client is the owner of, or is duly authorized by the owner to use any trademark or name requested or allocated as its domain name. Client further warrants that neither Client's nor Sans Nil Services’ use or registration of Client's domain names constitutes infringement of any other entity's Intellectual Property Rights.
2.b.v. Client Indemnification of Sans Nil Services. Sans Nil Services shall not undertake to resolve any disputes or litigation on Client's behalf involving domain name registration, and Client agrees that it shall indemnify, hold Sans Nil Services harmless and defend Sans Nil Services against any disputes regarding domain name ownership, use, or registration.
2.b.vi. Jurisdictional Disputes. The parties expressly recognize that, where Sans Nil Services is acting as Client's Web Host or domain name Registrar, Sans Nil Services is not engaged in, and is not actively soliciting, interstate or international commerce. Where Sans Nil Services is named party to any type of dispute or litigation involving any acts by Client that affect out-of-state persons or entities, Client agrees that it shall indemnify, hold Sans Nil Services harmless, defend Sans Nil Services and challenge the jurisdiction of out-of-state authorities over Sans Nil Services. Client will pay all per diem costs associates with protecting Sans Nil Services.
2.b.vii Acceptable Use. Client shall at all times be bound by Sans Nil Services’ acceptable use policy as contained in this agreement or by later separate amendment. Unacceptable use is determined at sole discretion of Sans Nil Services and is grounds for immediate termination of account without refund. Unacceptable use includes but is not limited to storage of files that do not relate to hosted web site, any use of "warez" (stolen software), any child pornography, and any material that threatens or harasses an individual or group of people. The judgment of whether the Acceptable Use Policy has been violated by Client is at the sole discretion of Sans Nil Services.
2.c.i. Reports. Reports of site activity are provided by request. The accuracy and availability of reported data is not guaranteed by Sans Nil Services. Data is provided as-is.
2c.ii. Server logs and report data of site activity are retained and made available at the sole discretion of Sans Nil Services. No guarantees are made regarding available date range of server activity.
2.c.iii. No Liability for Cached Hits. Client expressly recognizes that the actual number of hits to Client's Web Site may be lower than the number reported by Sans Nil Services, due to the caching of Client's Web Site on the Internet.
2.d. Web Site Storage and Internet Link. Sans Nil Services shall store Client's Web Site on Sans Nil Services’ Internet servers. The parties expressly recognize that the Internet servers, equipment and telecommunications links are susceptible to crashes and down time. Sans Nil Services warrants that it shall use its best efforts to maintain a consistent link with the Internet, but cannot and does not warrant that it shall maintain a continuous and uninterrupted link. Client shall not be entitled to any setoff, discount, refund or other credit.
2.d.i. Bandwidth. Sans Nil Services does not guarantee any specific response rate or download time. In order so that Sans Nil Services can properly plan for its Clients' bandwidth needs, it is imperative that Client notifies Sans Nil Services of any expected significant increase or decrease in traffic to its Web Site or Domain Name. If Client expects to launch a major advertising campaign, public relations campaign, or is expected to generate a significantly larger than average number of visitors for any other reason it is the Client's responsibility to notify Sans Nil Services. If Client does not make efforts to notify Sans Nil Services of bandwidth needs in advance, it may be necessary for Sans Nil Services to set limits on the number of visitors the servers will process for the Client in order to protect the other Sans Nil Services clients' interests.
2.d.ii. Backup. Sans Nil Services is not responsible for maintaining working backup copies for Client's use. The Sans Nil Services backup copy is only for use by Sans Nil Services to be used in the event of maintenance, crashes, downtime, and service interruptions. All Clients are strongly advised to make at least one working backup copy of their files off-site. No data recovery or restoration services will be provided by Sans Nil Services.
2.d.iii. Maintenance. Sans Nil Services may, at its own discretion, temporarily suspend all service for the purpose of repair, maintenance or improvement of any of Sans Nil Services’ systems without notice. However, Sans Nil Services may provide prior notice where it is reasonably practical under the circumstances, and Sans Nil Services shall restore service as soon as it is reasonably practical. Client shall not be entitled to any setoff, discount, refund or other credit.
2.d.iv. Security. The parties expressly recognize that it is impossible to maintain flawless security, but Sans Nil Services and Client shall take reasonable steps to prevent security breaches. Client is responsible for protecting its private passwords and files. Client is solely responsible for any damage caused by unauthorized access of his/her account. Client expressly agrees to not purposefully disclose their access information to any third-party except in the case for third-party is directly authorized agent of Sans Nil Services. Client understands the account holder is the only party authorized to access Sans Nil Services' servers and is non-transferable.
2.d.v. Viruses and Worms. If Client or Sans Nil Services becomes aware of a virus or worm that has infected the Web Host's server files, then the party that discovered the virus or worm shall attempt to notify the other party of the occurrence as soon as is reasonable. Sans Nil Services shall take reasonable precautions to prevent, stop, find and eliminate the spread of all viruses and worms on its servers. Sans Nil Services may, at its discretion, remove or delete infected Client files from the server, with or without advance notice to Client, in order to prevent additional damage to the Web Host's servers. The Client shall not be entitled to any setoff, discount, refund or other credit. Sans Nil Services will attempt to contact Client as soon as possible if this occurs.
2.e. Caching Permitted by Sans Nil Services. Client expressly grants Sans Nil Services license to cache the entirety of Client's web site in RAM, Client expressly agrees that such caching is also deemed "fair use" under the United States Copyright Act, and Client expressly agrees that such caching is not an infringement of any of Client's Intellectual Property Rights.
2.f. Export Control. Client agrees that its web site shall comply with all export, re-export or import laws and regulations of any jurisdiction from which Client's web site is transmitted or accessed.
2.g. Sans Nil Services’ Monitoring and Termination Rights. The parties expressly recognize that Sans Nil Services cannot and does not screen content provided by any Internet users of the Service, however, the parties agree that Sans Nil Services has the right, but not the obligation, to remove from its server or block access over the Internet to any communications and materials that Sans Nil Services believes, in its sole discretion, violate any of the policies of Sans Nil Services, or any laws of any jurisdiction served by Sans Nil Services. The parties also agree that Sans Nil Services may, in its sole discretion, terminate Client's account for any reason and at any time. Client shall not be entitled to any setoff, discount, refund or other credit due when Client’s account is terminated.
2.h. Technical Support. Sans Nil Services makes no guarantee of providing technical support. Technical support may be provided by Sans Nil Services on a "best-effort" basis.
2.i. E-mail Communications. Sans Nil Services actively defends against mass unsolicited e-mail communications ("Spam") by selectively blocking some internet servers from accessing Sans Nil Services' network. Client is advised that e-mail accounts maintained by Sans Nil Services may not be able to receive e-mail from all internet sites or addresses. Client expressly agrees to refrain from using any of Sans Nil Services' servers to directly or indirectly engage in any "Spam" mass unsolicited e-mail activity. Client also acknowledges the insecure nature and lack of privacy concerning e-mail communications transmitted over the Internet. Sans Nil Services does not promise nor guarantee the privacy of any e-mail communication involving Sans Nil Services' servers.
2.j. Individual Account Access. Sans Nil Services assigns accounts to a single individual, the Client. Access to Sans Nil Services’ network and servers is only granted to a single internet protocol address associated with the Client’s main point of access. Sans Nil Services reserves the right to terminate Client’s access if Sans Nil Services believes multiple individuals are accessing Client’s account. Sans Nil Services is the sole judge of deciding when multiple individuals are accessing any account. Client understands the account holder is the only party authorized to access Sans Nil Services' servers and is non-transferable without written and notarized authorization from Sans Nil Services. Client agrees not to disclose any account information to anyone other than Sans Nil Services. Client expressly agrees not to disclose any account information to any third-party.
2.k. Binding Agreement. Client expressly acknowledges all terms and conditions as outlined in this agreement and as separately amended if applicable, and accepts them in totality upon accessing using any services provided by Sans Nil Services.
3. FEES AND POLICIES.
3.a. Fees. Client shall pay for domain name registration fees, all installation and start-up fees, monthly, quarterly, and yearly web hosting fees, and any and all other fees for additional services ordered by Client.
3.b. Policies. Client agrees that it shall abide by Sans Nil Services operating policies, which may be amended from time to time at Sans Nil Services’ sole discretion. Policy changes will become effective immediately. The current policy will be posted on Sans Nil Services’ web site located at http://www.sansnil.net. It is the Client's responsibility to regularly review the web site for any policy changes that may occur.
3.c. Refunds. There are no refunds.
3.d. Additional Charges. Client is solely responsible for all taxes, fees, surcharges, fines, and any other charges that may be payable as a result of Client's doing business in relation to this Agreement.
4. WARRANTIES. SANS NIL SERVICES CONFIRMS AND WARRANTS THAT:
4.a. Sans Nil Services has the right to enter into this Agreement and to grant the rights granted in it.
4.b. Sans Nil Services shall, in good faith, comply with the terms of this Agreement.
5.a. Liability Limitations. Except for the warranties recited above, Sans Nil Services DISCLAIMS ALL OTHER WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; AND 7) TITLE.
5.b. Sans Nil Services Not Liable for Delays or Defaults. Sans Nil Services shall not be liable for delays or defaults in furnishing goods or services hereunder, including, but not limited to:
5.b.i. Acts of God or of a public enemy;
5.b.ii. Acts of the United States or any state or political subdivision thereof;
5.b.iii. Fires, severe weather, floods, earthquakes, natural disasters, explosions or other catastrophes;
5.b.iv Embargoes, epidemics or quarantines restrictions;
5.b.v. Shortage of goods, labor strikes, slow-downs, difference with workmen or labor stoppages of any kind;
5.b.vi. Delays of supplier or delays of transportation for any reason;
5.b.vii. Causes beyond the control of Sans Nil Services in furnishing items or services including, but not limited to, breakdown or failure of machinery or equipment, or delay in Client reporting problems or furnishing information or materials.
5.c. Third Party Transaction at Client's Peril. Sans Nil Services does not make any express or implied warranties, representations or endorsements TO CLIENT OR ANY THIRD PARTY whatsoever with regard to any information, products or services provided through Sans Nil Services AND OBTAINED OR CONTRACTED OVER the Internet, including, without limitation, warranties of : 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT AND 7) TITLE. Sans Nil Services shall not be liable to CLIENT OR ANY THIRD PARTY for any cost or damage arising either directly or indirectly from any transaction involving third parties' information, products or services.
5.d. Downloading of Data or Files at Client's Peril. The parties expressly recognize that Sans Nil Services cannot and does not guarantee or warrant that files available for downloading through Sans Nil Services will be free of infection, viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. Client agrees that it shall be solely responsible for implementing sufficient procedures to satisfy Client's particular requirements for accuracy of data input and output, and for maintaining a means external to Sans Nil Services for the reconstruction of any lost data. The parties also expressly recognize that the Internet contains unedited materials, some of which are unlawful, indecent, or offensive to Client, and access to such materials by Client is done at Client's sole risk.
5.e. Loss and Damage. Client hereby assumes and shall bear the entire risk of loss or damage to Client's equipment from any and every cause whatsoever. There will be no refunds or extensions of service dates provided for any reason including, but not limited to the following; the damage or loss of Client's equipment, Client's delays or inability to design its Web Pages, Client's inability to properly upload its Web Site to Sans Nil Services’ servers as instructed, failure to report service problems to Sans Nil Services immediately, or for any other reason.
6.a. Termination by Sans Nil Services.
6.a.i. No cause. Sans Nil Services reserves the right to, and Client agrees that Sans Nil Services may, terminate any and all services to Client at any time without notice with or without cause.
6.a.ii. Cause. Sans Nil Services reserves the right to, and Client agrees that Sans Nil Services may, cancel this Agreement and terminate any and all services to Client immediately and without prior notice, in the event that Client fails to fulfill any material obligation contained in this Agreement. SANS NIL SERVICES RESERVES THE RIGHT TO USE SELF-HELP TO THE GREATEST EXTENT PERMITTED UNDER THE LAW, INCLUDING, BUT NOT LIMITED TO, ELECTRONIC REMEDIES.
6.b. Post-Termination Rights.
6.b.i. Fees Owed to Sans Nil Services. After termination by any party for any reason, Sans Nil Services shall retain the right to recover all accrued charges due and owing by Client to Sans Nil Services. In addition to any fees owed, Client agrees to pay any and all reasonable attorney's fees, interest, late fees and collection costs in addition to the fees owed.
6.b.ii. Continued Indemnification. The indemnification under Paragraphs 2.b.iii., 2.b.iv., above, shall survive any termination of this Agreement.
7. CONFIDENTIAL INFORMATION. The parties recognize that each shall come into possession of information that comprises information ("Confidential Information") which is exclusively owned by the conveying party and is not considered to be public knowledge. Both parties expressly recognize that Confidential Information is being conveyed to them under conditions of Confidentiality, and agree that they shall not disclose Confidential Information to any third party during the term of this Agreement, and for a period of five (5) years following the termination or expiration of this Agreement. The parties may, however, disclose Confidential Information only to other persons who need to know Confidential Information in order to assure the parties compliance with the other terms and conditions of this Agreement. Anything that is expected to be kept confidential by the receiving party must be announced and clearly identified as being confidential by the party providing the Confidential Information.
8. REMEDIES. The failure of either party to seek relief for the other party's breach of any duty under this Agreement shall not waive any right of the non-breaching party's to seek relief for any subsequent breach.
9. GOVERNING LAW AND JURISDICTION. The construction, validity and performance of this Agreement shall be governed by, and construed in accordance with, the laws of the State of California, and the parties expressly waive their choice of law rules. The parties agree that venue and jurisdiction for any litigation arising out of, related to, or regarding the validity of, this Agreement shall lie in the County of San Diego, State of California.
10. NOTICE. Notices will be made by e-mail and receipt will not be confirmed until a reply is made and received by the original sender. All official requests must be sent to: firstname.lastname@example.org.
All other notices transmitted shall be deemed insufficient notice.
11. ENTIRE AGREEMENT. This Agreement and Attachments supersede any and all other agreements, either oral or in writing, between parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements, either oral or in writing, between parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto. This Agreement may be amended or modified only in writing, and shall be effective only after affixation of both party's signatures.
12. SERVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable for any reason whatsoever, the remaining provisions shall remain valid and unimpaired and shall continue in full force and effect.
13. CAPTIONS. Captions contained in this Agreement are for reference purposes only, and are not intended by either party to describe, interpret, define, broaden or limit the scope, extent or intent of this Agreement or any of its provisions.
14. KNOWING CONSENT AND AUTHORITY TO CONSENT. The parties knowingly and expressly consent to the foregoing terms and conditions. Each party is authorized to enter into this Agreement on behalf of its respective party.
15. RENEWAL OF CONTRACT. This Agreement shall continue in full force and renew from month to month. Either party may cancel this Agreement by giving the other party notice of Termination at least 30 days prior to the expected termination date. All past due balances must be paid and all costs of termination or transfer must be paid before any domain name or web site can be released by Sans Nil Services.
16. RATES AND PAYMENT. Sans Nil Services reserves the right to modify rates for service at any time with or without warning. When rates become effective is at the sole discretion of Sans Nil Services. Acceptance of payment does not constitute agreement to “freeze” or otherwise not change rates for any length of time. Rates may be modified in any case and situation, and supplemental payment requested for any account and in any instance.
17. ACCEPTANCE. This Agreement becomes effective at the moment Client begins using any services provided by Sans Nil Services and remains in effect unless cancelled by a notice of Termination at least 30 days in advance. Client indicates full acceptance to be bound by terms of this Agreement beginning the first time Client accesses Sans Nil Services' servers.
Last Updated 03.20.2013
Last Updated 03.20.2013
Last Updated 03.20.2013
Last Updated 03.20.2013
Last Updated 03.20.2013
Last Updated 03.20.2013