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dbCanvas Service Agreement

Terms and Conditions

1. Services

    This Service Agreement ("Agreement") applies to the purchase of all services, packages, options, technical support services (collectively, the "Services") ordered by you. dbCanvas reserves the right to amend its web hosting and related Service offerings and to add, delete, suspend or modify the terms and conditions of the Services, at any time and from time to time, and to determine whether and when any such changes apply to both existing and future customers.

Service Exclusions

    The scope of services and technical support under this Agreement with you expressly excludes any services not expressly listed on the dbCanvas web site, including but not limited to web design, programming, and debugging services, and technical support not reasonably related to the normal daily use of dbCanvas. If you want our staff or related companies to provide web design, programming or debugging services or special technical support not reasonably related to the normal daily use of dbCanvas, including, but not limited to, distributing source code to clients or debugging scripts for clients, you must enter into a separate and distinct written services agreement with dbCanvas describing the scope of the services, the deliverables, the pricing, and the method and timing of payment. If you would like to have a proposal from dbCanvas for web design, programming or debugging services, you may contact us by e-mail at sales@dbcanvas.com.

2. Billing, Payment and Invoices

    You shall pay the fees and other charges for each Service as provided by dbCanvas. Our standard schedule of prices may be amended from time to time. dbCanvas reserves the right to change rates by notifying you sixty (30) days in advance of the effective date of the change; provided that dbCanvas shall not change any rates during the term of any contract. Service fees and charges shall be invoiced in accordance with the terms and conditions set forth both herein and on the dbCanvas pricing and plans page. All payments shall be made in U.S. currency by method of Visa or Mastercard. You will pay a late payment charge equal to 1.5% (or the highest amount permitted by law, whichever is lower) per month or portion thereof on the outstanding balance of any invoice remaining unpaid thirty (30) days after the date upon which payment is due ("Due Date").
    All invoices are electronic. Invoices may be emailed to your account on a monthly bases, your invoices may be viewed and printed at any time by logging into the online account management interface.
    Accounts unpaid after the Due Date may have service suspended or terminated. Such suspension or termination shall not relieve you of your obligation to pay the fees and charges due. You agree to pay dbCanvas its reasonable expenses, including attorney's fees and collection agency fees, incurred in enforcing its rights under this Agreement.

3. Term

    This Agreement shall be for the term specified by you by your choice of dbCanvas Package/Plan. With regard to such Services, this Agreement will be automatically renewed at the end of the initial term or renewal term for the same term specified by your choice of dbCanvas Package/Plan or otherwise unless you provide not less than thirty (30) days written notice to dbCanvas of termination of this Agreement.

4. Policies/Acceptable Uses

    You shall at all times adhere to and comply with the dbCanvas Policies, including but not limited to the dbCanvas Appropriate Usage Policy (AUP), located at http://www.dbcanvas.com/policy.php, all of which are incorporated in this Service Agreement by reference to the dbCanvas Policies as fully as if set out in full in this Service Agreement, all as amended from time to time by dbCanvas, which amendments shall be effective upon the posting of the revised policy at the URL. You acknowledge that the dbCanvas Appropriate Usage Policies, among other things and without any limitation of the applicability or construction of other provisions of the dbCanvas Policies, prohibit any site or domain hosted by dbCanvas from displaying or containing any adult content or pornography, and from containing any links to sites which display or contain any adult content or pornography, whether that adult content or pornography is in written, graphic or other form. Notwithstanding anything to the contrary contained herein, dbCanvas may immediately take corrective action, including disconnection or discontinuance of any and all Services, or terminate this Agreement in the event of notice to dbCanvas of possible violation by you of the dbCanvas Appropriate Usage Policies. In the event dbCanvas takes corrective action due to a violation of the dbCanvas Appropriate Usage Policy, dbCanvas shall not refund to you any fees paid in advance of such corrective action.

5. Software

    dbCanvas is acting only as a reseller, relicensor or licensor of any software (collectively, the "Software") offered or compliance of Software are limited to those rights extended to you by the manufacturer or creator of such Software. You are entitled to use any Software supplied by dbCanvas only in connection with your permitted use of the Services. You shall use your best efforts to protect and keep confidential all intellectual property provided by dbCanvas to you through any Software and shall make no attempt to copy, alter, reverse engineer, or tamper with such intellectual property or to use it other than in connection with the Services. You shall not resell, transfer, export or re-export any Software, or any technical data derived therefrom, in violation of any applicable United States or foreign law.

6. IP Address Ownership

    dbCanvas shall maintain and control ownership of all IP numbers and addresses that may be assigned to you by dbCanvas and dbCanvas reserves, in its sole discretion, the right to change or remove any and all such IP numbers and addresses.

7. Caching and Backup

    You expressly (i) grant to dbCanvas and to dbCanvas's contractors and designees, a license to cache and to backup the entirety of your Web Site, including content supplied by third parties, hosted by dbCanvas under this Agreement and (ii) agree that such caching or backup is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.

8. CPU Usage

    You agree that you shall not use excessive amounts of CPU processing, as determined by dbCanvas in its sole discretion, on any of dbCanvas's servers. Any violation of this policy may result in corrective action by dbCanvas, in its sole discretion, including assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement. In the event that dbCanvas elects to take any corrective action, you shall not be entitled to a refund of any fees paid in advance prior to such corrective action.

9. Transfer Rate and Disk Space Usage

    You agree that Transfer Rate, sometimes also referred to as "bandwidth," and Disk Space Usage shall not exceed the number of megabytes per month for the Services ordered by you. The Transfer Rate and disk space usage shall be monitored and measured by dbCanvas. Any Transfer Rate or Disk usage in excess of the agreed upon number of megabytes per month may result in corrective action by dbCanvas, in its sole discretion, including assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement. In the event that dbCanvas elects to take any corrective action, you shall not be entitled to a refund of any fees paid in advance prior to such corrective action.

10. Disclaimer of Warranty

    You acknowledge and agree that dbCanvas exercises no control over, and accepts no responsibility for, the content of the information passing through dbCanvas's host computers, network hubs and points of presence (the "dbCanvas Network") or the Internet. NEITHER dbCanvas, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS NOR THE LIKE MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT FOR THE SERVICES OR ANY SOFTWARE dbCanvas PROVIDES. NEITHER dbCanvas, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE, WARRANT THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION SERVICED OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. dbCanvas IS NOT LIABLE FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM YOU OR STORED BY YOU OR ANY OF YOUR CUSTOMERS VIA THE SERVICE(S) PROVIDED BY dbCanvas.

11. Indemnification

    You will indemnify, defend and hold harmless dbCanvas and its employees, officers, directors and agents (collectively "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys' fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to the use of the Services by you or your agents, including but not limited to any violation of the dbCanvas Policies, including the dbCanvas Appropriate Usage Policies.

12. Limitation of Liability

    IN NO EVENT SHALL dbCanvas OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR USE, BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF dbCanvas HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will dbCanvas's liability for any damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) exceed the actual dollar amount paid by you for the Service which gave rise to such damages, losses and causes of actions during the 12-month period prior to the date the damage or loss occurred or the cause of action arose.

13. Force Majeure

    dbCanvas shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability or interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware, or inability to obtain raw materials, supplies, or power used in or Software needed for provision of the Services.

14. Governing Law/Jurisdiction

    The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of laws principles. You agree that any and all claims, damages, losses, liabilities, suits, actions, demands, or proceedings (whether legal or administrative) touching, concerning, or arising under, with respect to, or out of this Service Agreement in any manner, or concerning any transaction or dispute arising under or out of the performance of this Service Agreement to which dbCanvas will be a party, must and shall be filed or brought and determined in a forum in the State of Florida having jurisdiction of the subject matter.

15. Assignment; Severability

    This Agreement shall be binding upon and inure to the benefit of you, dbCanvas and our respective successors, and assigns. You may not assign this Agreement without the prior written consent of dbCanvas. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.

16. Entire Agreement

    This Agreement, together with any other document or agreements specifically identified in this Agreement, represents the entire agreement between the parties, and supercedes all previous representations, understandings or agreements.

17. Acceptance of Services

    ACCEPTANCE OF THIS AGREEMENT BY DBCANVAS MAY BE SUBJECT, IN DBCANVAS'S ABSOLUTE DISCRETION, TO SATISFACTORY COMPLETION OF A CREDIT CHECK. ACTIVATION OF SERVICE SHALL INDICATE DBCANVAS'S ACCEPTANCE OF THIS AGREEMENT. USE OF THE DBCANVAS NETWORK CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY AND RIGHT TO ENTER INTO THIS AGREEMENT AND THAT THERE ARE NO CONFLICTING CLAIMS RELATING TO THE RIGHTS GRANTED BY THIS AGREEMENT. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE.

18. Cancelation

    If you cancel your Service Agreement prior to the end of the term specified in the package/plan, dbCanvas shall not refund to you any fees paid in advance of such cancellation. You will be required to pay 100% of dbCanvas's standard monthly charge for each month remaining in the term. Your Service Agreement shall automatically renew for a new Term unless you give notice to cancel not less than thirty (30) days prior the expiration of the current term. If notice is untimely and you elect nonetheless to cancel the new term, you will pay 100% of dbCanvas's standard monthly charge for each month remaining in the new term. For security, all cancellation requests must be made by the primary contact person on the account who must provide sufficient customer identification information as may be specified from time to time by dbCanvas. Any cancellation request shall be effective upon receipt, unless another date is specified in the cancellation request. Any cancellation by dbCanvas or you shall not relieve you of any obligations to pay fees accrued prior to such cancellation.
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