WEBVISIONS SERVICE CONTRACT
WHEREAS, WEBVISIONS is an information provider connected to the Internet. WEBVISIONS offers storage and transfer services over the Internet through access to its Web Server, FTP Server, SMTP & POP Mail Server services, Domain Name and related Internet Services, including but not limited to eMarketer, BackupXpress, MediaXpress services.
WHEREAS, Client seeks to utilize WEBVISIONS's services for its own purposes;
WHEREAS, the parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, WEBVISIONS can make no guarantee that any given reader shall be able to access WEBVISIONS's server at any given time. WEBVISIONS represents that it shall make every good faith effort to ensure that its server is available as widely as possible and with as little service interruption as possible;
NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows;
I. Material and Products:
1. Client will provide WEBVISIONS with material and data in a condition that is "server-ready", which is in a form requiring no additional manipulation on the part of WEBVISIONS. WEBVISIONS shall make no effort to validate this information for content, correctness or usability.
2. WEBVISIONS will exercise no control whatsoever over the content of the information passing through the network. WEBVISIONS makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. WEBVISIONS also disclaims any warranty of merchant-ability or fitness for particular purpose and will not be responsible for any damages that may be suffered by the Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Client. Use of any information obtained by way of WEBVISIONS is at the Client's own risk, and WEBVISIONS specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of a connection to and do not represent guarantees of available end to end bandwidth. WEBVISIONS expressly limits its damages to the Client for any non-accessibility time or other down time to the prorated monthly charge during the system unavailability. WEBVISIONS specifically denies any responsibilities for any damages arising as a consequence of such unavailability. In the event that this material is not "Server-ready", WEBVISIONS may, at its option and at any time, reject this material, including but not limited to after it has been put on WEBVISIONS's Server. WEBVISIONS agrees to notify Client immediately of its refusal of the material and afford Client the opportunity to amend or modify the material to satisfy the needs and/or requirements of WEBVISIONS. If the Client fails to modify the material, as directed by WEBVISIONS, within a reasonable period of time, which shall be determined between the parties themselves, the Agreement shall be deemed to be terminated.
3. WEBVISIONS maintains control and any ownership of any and all I.P. 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.
4. WEBVISIONS has full authority over any content on the server for the purposes of troubleshooting system problems or responding to security threats like spam, viruses, denial of service attacks, over-loading of services, overuse of shared hosting resources, overuse of server resources or hackers. This includes the shutting down of any service at its sole discretion without any prior notice.
II. Trademarks & Copyrights:
Client warrants that it has the right to use the applicable trademarks, if any, and grants WEBVISIONS the right to use such trademarks in connection with WEBVISIONS's Server service.
III. Hardware, Equipment & Software:
The customer is responsible for and must provide all telephone, computer, hardware and software equipment and services necessary to access WEBVISIONS. WEBVISIONS makes no representations, warranties or assurances that the Customer's equipment or software will be compatible with the WEBVISIONS service.
IV. Internet Etiquette:
1. Electronic forums such as mail distribution lists and Use Net news groups all have expectations regarding subject area and appropriate etiquette for posting. Users of these forums should be considerate of the expectations and sensitivities of others on the network when posting material for electronic distribution. The network resources of WEBVISIONS may not be used to impersonate another person or misrepresent authorization to act on behalf of others or WEBVISIONS. All messages transmitted via WEBVISIONS should correctly identify the sender; users may not alter the attribution of origin in electronic mail messages or posting. Users must not attempt to undermine the security or integrity of computing systems or networks and must not attempt to gain unauthorized access.
2. Use of distribution lists via unsolicited electronic mail or other mass electronic mailings is strictly prohibited. WEBVISIONS reserves the right to deactivate the Client's Virtual Server account(s) upon an indication of such activity.
V. Self Renewable Term & Termination:
1. To ensure continued and uninterrupted delivery of the Service, WEBVISIONS will automatically renew the Service for a term equal to the then-current billing term for the Service unless the Client notifies WEBVISIONS not less than 30 days before the expiry of the current Term. Upon subscribing to a plan as a customer, the Client hereby authorizes WEBVISIONS to bill to the Client subsequent terms' recurring subscription fees. Unless the Client has cancelled his plan with the requisite 30-day notice prior to the commencement of the next hosting cycle, the Client's hosting service will be kept active and the Client will be liable for the subscription charges billed for the next hosting period.
2. If the Client has signed up to be billed on a recurring basis via an authorised credit card, the Client authorizes WEBVISIONS to charge the Client's authorized credit card (or other approved facility) for the invoiced amount for the next hosting period if the requisite 30-day notice has not been received. The Client agrees not to report as lost or stolen any credit card which was used in conjunction with such payment to the credit card issuing bank or to WEBVISIONS or its payment processor for goods or services which the Client does not have good reason to believe is, in fact, lost or stolen. The Client further agrees not to report as unauthorized any charge for goods or services which you have ordered from WEBVISIONS (including subscriptions and renewal of subscriptions). An unsuccessful mode of payment (such as a rejected cheque or a rejected credit card payment) does not exempt the Client from liability to pay. Should the Client later dispute, withhold payment or fail to make payment for an issued tax invoice for the renewal of hosting service, the Client agrees to indemnify WEBVISIONS for any cost (including legal fees and charge-back) that WEBVISIONS incurs to recover the due payment from the Client.
3. Notwithstanding the above, WEBVISIONS may terminate service under this Agreement at any time, without penalty, if the Client fails to comply with the terms of this Agreement or any of the policies of WEBVISIONS as set out in their website or upon the failure of the Client to settle any sums due and payable or with 30 days' notice to the Client. Termination of this Agreement shall not affect any accrued rights due to WEBVISIONS under this Agreement. Prior to suspending or terminating a service on the basis of a breach of agreement or for non-payment, WEBVISIONS will first notify the Client of the breach and provide sufficient time for the Client to remedy the same. In the event the Client fails to remedy the breach within the period stated in the notice given by WEBVISIONS, WEBVISIONS shall be entitled to suspend and/or terminate the services provided as it sees fit. Notwithstanding the above, WEBVISIONS is at liberty to dispense with service of a notice under this clause if:
(a) It has reasonable grounds to believe that delay in suspending and/or terminating the service is likely to harm and/or cause disruption to the network and business of
4. In the event this Agreement is terminated, the Client is required to settle all outstanding payment due and payable to WEBVISIONS before any equipment belonging to them can be removed from WEBVISIONS' premises. Such removal must be during weekdays and normal business hours and should be conducted under the supervision of an authorised personnel from WEBVISIONS.
5. In the event the Client wishes to dispute any fees or charges in a statement of account, bill of charges or invoice issued by WEBVISIONS, this must be notified to WEBVISIONS as soon as possible and in any event, not later than the date on which the said amount becomes due and payable. All such disputes should be sent to email@example.com and accompanied by the following information:
(a) Client and Company Name
Upon receipt of the above notice, WEBVISIONS will look into the matter and complete its investigation as soon as possible. The results of the said investigation will be
made known to the Client as soon as reasonably practicable thereafter. Notwithstanding such a dispute being lodged by the Client, the Client is obliged to pay to
WEBVISIONS the portion of the fees or charges contained in the relevant statement, bill and/or invoice that is not the subject of the said dispute and failure by the Client
to do this can be treated as a breach of this Service Agreement and WEBVISIONS will be entitled to take the necessary actions in relation to such a breach.
VI. Limited Liability:
1. Client expressly agrees that use of WEBVISIONS's Server is at Client's sole risk. Neither WEBVISIONS, its employees, affiliates, agents, third party information providers, merchants licensers or the like, warrant that WEBVISIONS's Server service will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the Server service or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the WEBVISIONS Server service, unless otherwise expressly stated in this Agreement.
2. Under no circumstances, including negligence, shall WEBVISIONS, its offices, agents or any one else involved in creating, producing or distributing WEBVISIONS's Server service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the WEBVISIONS Server service; or that results from mistakes, omissions, interruptions, deletion or loss of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to WEBVISIONS's records, programs or services. Client hereby acknowledges that this paragraph shall apply to all content on WEBVISIONS's Server service and is solely responsible for independent backup of data stored on WEBVISIONS?s Server Service.
3. Notwithstanding the above, Client's exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this Agreement and any reasonable attorney's fee and court costs.
VII. Lawful Purpose:
Client may only use WEBVISIONS's Server for lawful purpose. Transmission of any material in violation of any regulation of the Republic of Singapore or the United States of America is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials.
1. Client agrees that it shall defend, indemnify, save and hold WEBVISIONS harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees, ("Liabilities") asserted against WEBVISIONS, its agents, its customers, servants officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employees or assigns. Client agrees to defend, indemnify and hold harmless WEBVISIONS against Liabilities arising out of (i) any injury to person or property caused by any products sold or otherwise distributed in connection with WEBVISIONS's Server; (ii) any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party; (iii) copyright infringement and (iv) any defective product which Client sold on WEBVISIONS Server.
2. Due to the public nature of the Internet, all information should be considered publicly accessible, and important or private information should be treated carefully. WEBVISIONS 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.
3. In providing the Client with a hosting service, WEBVISIONS may use third party shareware, freeware or paid products (hardware / software). However this does NOT in any way mean WEBVISIONS endorses the use of such products (hardware / software) unless otherwise stipulated. Client agrees to defend, indemnify and hold harmless WEBVISIONS against any Liabilities including, but not limited to data loss or loss of service arising out of the use of any such products (hardware / software).
1. Client is allowed to resell the storage and transfer services provided by WEBVISIONS. Client agrees to handle and is responsible for all third-party customer's content, support, set-up and maintenance.
2. Client?s email accounts and POP accounts are strictly for his staffs? use only. Client is not allowed to resell or provide for free, these accounts to non staff members of his firm. If the server is resold, this restriction applies on the owner of the server as well.
3. Use of WEBVISIONS's Reselling service requires that the Client is responsible for all of the third-party's questions. Thus, if the Reseller anticipates offering a particular feature, the Reseller must have a thorough knowledge of the feature.
4. The Reseller agrees that he or she has the necessary knowledge to create and maintain the third party's anticipated Webspace. Reseller agrees that it is not the responsibility of WEBVISIONS to provide this knowledge or Customer Support outside of the defined service of WEBVISIONS.
1. All prices are subjected to change and will be updated on our webpages.
2. The Client hereby acknowledges that non-receipt of statement of account, bill of charges or any correspondence in relation to the WEBVISIONS services is not a valid reason for the Customer to hold back or delay any outstanding payment due to WEBVISIONS.
XI. Non Solicitaion:
During the term of this Agreement and for a period of one (1) year thereafter, the Client agrees not to hire, solicit, recruit or otherwise employ any employee of WEBVISIONS involved in connection with the Service. The parties acknowledge the value of such employees to WEBVISIONS and the investment WEBVISIONS has commited towards the training of such employees, as well as the difficulty in ascertaining the quantum of damages for breach of this clause and accordingly, agree that in such event, the Client will pay WEBVISIONS liquidated damages equal to 6 (six) months of the solicted employee's last drawn remuneration as at the date of the solicited employee's last day of service with WEBVISIONS. The parties acknowledge that such a liquidated sum represents a fair and reasonable amount of compensation to WEBVISIONS for the loss of its employee to the Client in such event.
1. Both parties acknowledge that in the course of their relationship with each other pursuant to this agreement, one party will come into possession of Confidential Information belonging to the other party. The parties hereby agree and undertake that during the term of this agreement, notwithstanding any suspension, termination or expiry of the agreement, and for a period of one (6) months from the date of termination of this agreement thereafter, all such Confidential Information shall be used only in connection with the performance of this agreement and the undertaking of the obligations herein and not be used for any other purpose whatsoever, and shall not disclose such Confidential Information, whether directly or indirectly, to any other third party without prior written approval of the other party, PROVIDED THAT the such restriction on the use or disclosure of such Confidential Information SHALL NOT apply to Confidential Information:
a. already known by the receiving party without an obligation of confidentiality other than pursuant to this agreement;
2. Without the prior written consent of the other party, each party will not in any manner whatsoever make public, disclose or communicate to any third party or to its employees, servants, agents, contractors or consultants, any Confidential Information for any purpose whatsoever except for the purposes which such information was supplied.
3. Each party agrees to use the same means it uses to protect its own Confidential Information, but in any event not less than reasonable means, to prevent the disclosure of such Confidential Information to outside parties.
4. CUSTOMER acknowledges and agrees that WEBVISIONS or any of its agents, employees or sub-contractors may from time to time disclose any Confidential Information as is necessary to identify or resolve technical problems, to respond to service complaints, or in the provision or operation of the Service and any other service or procedure in connection with the Service.
5. Each party agrees and acknowledges that any breach or threatened breach by the receiving party of its covenants and agreements set forth in this agreement will cause irreparable injury to the disclosing party for which monetary damages would be an inadequate remedy and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party shall be entitled to obtain injunctive relief against the threatened breach of this agreement or the continuation of any breach by the receiving party, without the necessity of proving actual damages.
Any notices or communication to be sent under or pursuant to this Agreement to the Customer shall be made by fax, telex, post, email or otherwise in writing. Each communication or document to be delivered to any party under this Agreement shall be sent to the Customer at that fax number, telex number, address or email address, and marked for the attention of the authorised person (if any) based on the most recent information officially provided by the Customer to WEBVISIONS on record.
Any other communication from WEBVISIONS to the Customer shall be deemed to be received by such other party (if sent by fax or telex) on the day of dispatch or (in any other case) when left at the address required above or within two days after being sent by prepaid post (if to the same country) or within two days after being sent to the email address of the Customer and no notice of rejection has been received by WEBVISIONS.
This Agreement constitutes the entire understanding of the parties. Any changes or modifications to this Contract thereto are agreed to by the both parties upon renewal of services.
This Agreement shall be governed and construed in accordance with the laws of the Republic of Singapore.