Q8YOUNG'S TERMS OF
SERVICE
Web
Hosting Agreement
This Web Hosting Agreement (this "Agreement") is between Q8young
for Information Systems and the person (individual or legal person) whose
digitally signs Q8young Registration Form order and set up form (the
"Order") incorporating this Agreement by reference
("Customer"). This Agreement governs Customer's use of Q8young's Web
hosting service.
Table of Contents
Services Term Cancellation Payments Law/AUP Customer Information Indemnification Disclaimer of Warranties Limitation of Damages Suspension of Services/Termination Request for Customer Information Back Up Copy Notices Force Majeure Miscellaneous
1. Services.
Subject to the terms of this Agreement, and contingent on
Customer's satisfaction of Q8young's credit approval requirements, Q8young
agrees to provide the web hosting services described in the Order for the fees
stated in the Order.
2. Term.
The initial service term of the Agreement shall begin on the date
that Q8young generates an e-mail message or SMS or any other method to Customer
announcing the activation of the Customer's account (the "Service
Commencement Date") and shall continue for the first partial month of
service plus the number of full calendar months stated in the Order (the
"Initial Term"). Upon expiration of the Initial Term, this Agreement
shall automatically renew for up to three successive renewal terms of having
the same number of full calendar months as the Initial Term (each a
"Renewal Term") unless Q8young or Customer provides the other with
written notice of non-renewal at least thirty (30) days prior to the expiration
of the Initial Term or then-current Renewal Term, as applicable. The Initial
Term and any Renewal Term may be referred to collectively in this Agreement as
the "Term."
3. Cancellation.
Accounts may be canceled with at least fifteen (15) days written notice
prior to the renewal date. Requests for account cancellation must made be via
email to support@Q8young.com.
4. Payments.
(a) Fees.
Fees are payable in advance on the first day of each billing cycle.
Customer's billing cycle shall be a calendar year as indicated on the Order.
The first service fee shall include a prorated portion of the yearly fee for
the first partial year of service plus the fee for the first full billing
cycle. Q8young may require payment in full of the first fee before beginning
service. If the Order provides for credit/debit card billing, Customer
authorizes Q8young to bill subsequent fees to the credit/debit card on or after
the first day of each billing cycle during the Term of this Agreement;
otherwise Q8young will invoice Customer via electronic mail to the Primary
Customer Contact listed on the Order. Invoiced fees may be issued on or before
the 1st day of each billing cycle, and the fees shall be due on the 5th day
following invoice date, but in no event earlier than the first day of each
billing cycle.
Payments must be made in Kuwait Dinar. Customer is responsible for
providing Q8young with changes to billing information (such as credit card
expiration, change in billing address). Q8young may charge interest on overdue
amounts at the lesser of 1.5% per month or the maximum non-usurious rate under
applicable law. Q8young may suspend the service without notice if
payment for the service is overdue. Fees not disputed within sixty (60) days of
due date are conclusively deemed accurate. Customer agrees to pay Q8young's
reasonable reinstatement fee following a suspension of service for non-payment,
and to pay Q8young's reasonable costs of collection of overdue amounts,
including collection agency fees, attorney fees and court costs.
(b) Fee Increases.
Q8young may increase its fees for services effective the first day
of a Renewal Term by giving notice to Customer of the new fees at least thirty
(30) days prior to the beginning of the Renewal Term, and if Customer does not
give a notice of non-renewal as provided in Section 2 above, the Customer shall
be deemed to have accepted the new fee for that Renewal Term and any subsequent
Renewal Terms (unless the fees are increased in the same manner for a
subsequent Renewal Term).
(c) Taxes.
At Q8young's request Customer shall remit to Q8young all sales, VAT
or similar tax imposed on the provision of the services (but not in the nature
of an income tax on Q8young), regardless of whether Q8young fails to collect
the tax at the time the related services are provided.
(d) Early Termination.
Customer acknowledges that the amount of the fee for the service is
based on Customer's agreement to pay the fee for the entire Initial Term, or
Renewal Term, as applicable. In the event Q8young terminates the Agreement for
Customer's breach of the Agreement in accordance with Section 9 (Termination),
or Customer terminates the service other than in accordance with Section 9
(Termination) for Q8young's breach, the unpaid fees for each billing cycle
remaining in the Initial Term or then-current Renewal Term, as applicable, are
due on the business day following termination of the Agreement.
5. Law/AUP.
Customer agrees to use the service in compliance with applicable
law and Q8young's Acceptable Use Policy “AUP” ,which is hereby incorporated by
reference in this Agreement. Customer agrees that Q8young may, in its
reasonable commercial judgment consistent with industry standards, amend the
AUP from time to time to further detail or describe reasonable restrictions and
conditions on Customer's use of the Services. Amendments to the AUP are
effective on the earlier of Q8young's notice to Customer that an amendment has
been made, or the first day of any Renewal Term that begins subsequent to the
amendment. Customer agrees to cooperate with Q8young's reasonable investigation
of any suspected violation of the AUP. In the event of a dispute between Q8young
and Customer regarding the interpretation of the AUP, Q8young's commercially
reasonable interpretation of the AUP shall govern.
6. Customer Information.
Customer represents and warrants to Q8young that the information
he, she or it has provided and will provide to Q8young for purposes of
establishing and maintaining the service is accurate. If Customer is an
individual, Customer represents and warrants to Q8young that he or she is at
least 13 years of age. Q8young may rely on the instructions of the person
listed as the Primary Customer Contact on the Order with regard to Customer's
account until Customer has provided a written notice changing the Primary
Customer Contract.
7. Indemnification.
Customer agrees to indemnify and hold harmless Q8young, Q8young's
affiliates, and each of their respective officers, directors, agents, and
employees from and against any and all claims, demands, liabilities,
obligations, losses, damages, penalties, fines, punitive damages, amounts in
interest, expenses and disbursements of any kind and nature whatsoever
(including reasonable attorneys fees) brought by a third party under any theory
of legal liability arising out of or related to the actual or alleged use of
Customer's services in violation of applicable law or the AUP by Customer or
any person using Customer's log on information, regardless of whether such
person has been authorized to use the services by Customer.
8. Disclaimer of Warranties.
Q8YOUNG DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE
UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY
APPLICABLE LAW Q8YOUNG DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NONINFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE
PROVIDED ON AN "AS IS" BASIS.
9. Limitation of Damages.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS,
OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE
OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF
REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE
PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILIY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY,
THE MAXIMUM AGGREGATE LIABILITY OF Q8YOUNG AND ANY OF ITS EMPLOYEES, AGENTS OR
AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT
LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT
PAYABLE BY CUSTOMER FOR THREE MONTHS OF SERVICE.
10. Suspension/Termination.
(a) Suspension of Service.
Customer agrees that Q8young may suspend services to Customer
without notice and without liability if: (i) Q8young reasonably believes that
the services are being used in violation of the AUP; (ii) Customer fails to
cooperate with any reasonable investigation of any suspected violation of the
AUP; (iii) Q8young reasonably believes that the suspension of service is
necessary to protect its network or its other customers, or (iv) as requested
by a law enforcement or regulatory agency. Customer shall pay Q8young's
reasonable reinstatement fee if service is reinstituted following a suspension
of service under this subsection.
(b) Termination.
The Agreement may be terminated by Customer prior to the expiration
of the Initial Term or any Renewal Term without further notice and without
liability if Q8young fails in a material way to provide the service in
accordance with the terms of the Agreement and does not cure the failure within
ten (10) days of Customer's written notice describing the failure in reasonable
detail. The Agreement may be terminated by Q8young prior to the expiration of
the Initial Term or any Renewal Term without further notice and without
liability as follows: (i) upon five (5) days notice if Customer is overdue on
the payment of any amount due under the Agreement; (ii) Customer materially
violates any other provision of the Agreement, including the AUP, and fails to
cure the violation within ten (10) days of a written notice from Q8young
describing the violation in reasonable detail; (iii) upon one (1) days notice
if Customer's Service is used in violation of a material term of the AUP more
than once, or (iv) upon one (1) days notice if Customer violates Section 5
(Customer Information) of this Agreement. Either party may terminate this
agreement upon ten (10) days advance notice if the other party admits
insolvency, makes an assignment for the benefit of its creditors, files for
bankruptcy or similar protection, is unable to pay debts as they become due,
has a trustee or receiver appointed over all or a substantial portion of its
assets, or enters into an agreement for the extension or readjustment of all or
substantially all of its obligations.
11. Requests for Customer Information.
Customer agrees that Q8young may, without notice to Customer, (i)
report to the appropriate authorities any conduct by Customer or any of
Customer's customers or end users that Q8young believes violates applicable
law, and (ii) provide any information that it has about Customer or any of its
customers or end users in response to a formal or informal request from a law
enforcement or regulatory agency or in response to a formal request in a civil
action that on its face meets the requirements for such a request.
12. Back Up Copy.
Customer agrees to maintain a current copy of all content hosted by
Q8young not with standing any agreement by Q8young to provide back up services.
13. Changes to Q8young's Network.
Upgrades and other changes in Q8young's network, including, but not
limited to changes in its software, hardware, and service providers, may affect
the display or operation of Customer's hosted content and/or applications. Q8young
reserves the right to change its network in its commercially reasonable
discretion, and Q8young shall not be liable for any resulting harm to Customer.
14. Notices.
Notices to Q8young under the Agreement shall be given via
electronic mail to the e-mail address. Notices to Customer shall be given via
electronic mail to the individual listed as the Primary Customer Contact on the
Order. Notices are deemed received on the day transmitted, or if that day is
not a business day, on the first business day following the day delivered.
Customer may change his, her or its notice address by a notice given in
accordance with this Section.
15. Force Majeure.
Q8young shall not be in default of any obligation under the
Agreement if the failure to perform the obligation is due to any event beyond Q8young's
control, including, without limitation, significant failure of a portion of the
power grid, significant failure of the Internet, natural disaster, war, riot,
insurrection, epidemic, strikes or other organized labor action, terrorist
activity, or other events of a magnitude or type for which precautions are not
generally taken in the industry.
16. Miscellaneous.
Each party acknowledges and agrees that the other party retains
exclusive ownership and rights in its trademarks, service marks, trade secrets,
inventions, copyrights, and other intellectual property. Neither party may use
the other party's name or trade mark without the other party's prior written
consent. The parties intend for their relationship to be that of independent
contractors and not a partnership, joint venture, or employer/employee. Neither
party will represent itself to be agent of the other. Each party acknowledges
that it has no power or authority to bind the other on any agreement and that
it will not represent to any person that it has such power or authority. This
Agreement may be amended only by a formal written agreement signed by both
parties. The terms on Customer's purchase order or other business forms are not
binding on Q8young unless they are expressly incorporated into a formal written
agreement signed by both parties. A party's failure or delay in enforcing any
provision of the Agreement will not be deemed a waiver of that party's rights
with respect to that provision or any other provision of the Agreement. A
party's waiver of any of its right under the Agreement is not a waiver of any
of its other rights with respect to a prior, contemporaneous or future
occurrence, whether similar in nature or not. The captions in the Agreement are
not part of the Agreement, but are for the convenience of the parties. The
following provisions will survive expiration or termination of the Agreement:
Fees, indemnity obligations, provisions limiting liability and disclaiming
warranties, provisions regarding ownership of intellectual property, these
miscellaneous provisions, and other provisions that by their nature are
intended to survive termination of the Agreement. There are no third party
beneficiaries to the Agreement. Neither insurers nor the customers of resellers
are third party beneficiaries to the Agreement. Customer may not transfer the
Agreement without Q8young's prior written consent. Q8young's approval for
assignment is contingent on the assignee meeting Q8young's credit approval
criteria. Q8young may assign the Agreement in whole or in part.
This Agreement together with the Order and AUP constitutes the
complete and exclusive agreement between the parties regarding its subject
matter and supercedes and replace any prior understanding or communication,
written or oral.
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