GENERAL TERMS AND CONDITIONS OF SERVICE

This website is controlled and operated by VERDIGRID from its offices within the United States. VERDIGRID makes no representation that the Products or Services, accessed through this website are appropriate or legally available for use in other locations. Those who choose to access the Products, Services, or the website from other locations do so of their own volition and are responsible for compliance with applicable local laws.

Individuals, organizations, and businesses located in countries subject to United States embargoes as well as any person, listed on the U.S. Treasury Department's list of Specially Designated Nationals, or listed on U.S. Commerce Department's Table of Denial Order or Entities List may not enter into agreements associated with the Products or Services available from VERDIGRID. By placing your order with VERDIGRID, you acknowledge that you are not such a person, organization or business.

This Agreement ("Agreement") is between the party placing the order for the Services (as defined below) or on whose behalf such order is placed by its authorized representative (the "Customer") and VERDIGRID. ("VERDIGRID") and governs the hosting, related internet connectivity and/or other services (including, without limitation, hosting ("Hosting Services"), domain name registration services ("DNR Services"), data backup and storage services (the "Backup Services"), and VERDIGRID Web Applications & Infrastructure Services (the "Web Applications & Infrastructure Services") collectively, the ("Services") specified in the service order form completed by or on behalf of Customer in connection herewith (as the same may be amended and supplemented from time to time by the parties hereto, the "Service Order"), which Service Order is incorporated herein by this reference.

General Provisions

VERDIGRID shall provide the Services as set forth herein and Customer shall pay the fees for the Services as specified on the Service Order. Payment is due for the initial term of the Services (as specified on the Service Order) when Customer places the order, and payment is due for each renewal term of the Services on the date specified in the applicable renewal notice from VERDIGRID (each, the "Due Date"). Amounts unpaid after the applicable Due Date shall accrue interest at the lesser of 1.5% per month and the maximum lawful rate ("Interest Rate"). VERDIGRID reserves the right to suspend or terminate Services to any account in payment default, which suspension or termination (irrespective of its cause) shall not relieve Customer of its obligation to pay the fees for the Services.
This Agreement shall be effective as to the parties hereto upon Customer's acceptance of the terms hereof pursuant to the instructions set forth in on-line Services ordering process (the "Effective Date") and shall continue to the Expiration Date (as defined below). Unless (i) earlier terminated in accordance with the terms hereof, (ii) otherwise renewed for a specific renewal term, (iii) other than with respect to Hosting Services, DNR Services, or Backup Services, Customer has given VERDIGRID written notice of termination within 10 days following the date of VERDIGRID's renewal notice regarding the Services or (iv) VERDIGRID has given Customer written notice of termination, this Agreement shall renew and continue in effect for a renewal term equivalent in length to the term just ended (unless otherwise requested in writing by Customer) at VERDIGRID's then-current price for such term length for the Services as set forth in the applicable renewal notice from VERDIGRID. "Expiration Date" means the last day of the service term for which any Services are ordered (as per the applicable Service Order), with such service term being measured for purposes of this definition from the date VERDIGRID first makes the Services available for use by the Customer ("Commencement Date"), as extended by any renewal term. Any notice of termination must be given to VERDIGRID by email or letter by mail. A portion of related Services may be terminated upon termination of the underlying agreement between VERDIGRID and the third-party vendor.
As part of the Services (other than DNR Services, Backup Services, or Web Applications & Infrastructure Services), VERDIGRID provides servers, the associated operating system and other applicable software, equipment used for Internet connectivity and required space in a VERDIGRID data center (collectively, the "Equipment"). VERDIGRID acts solely as a provider or "reseller" of the Equipment it uses to provide the Services, which have been manufactured or otherwise provided by a third party. Customer's sole remedies for any malfunction or defect in the Equipment are the Service Level Agreements described in Section 12 below. VERDIGRID will perform the initial configuration of the Equipment and such maintenance and support Services as are specified on the Service Order. VERDIGRID will occasionally perform maintenance services which Customer acknowledges may require Equipment downtime, and in such event VERDIGRID will attempt to provide prior notice of such downtime. Customer shall supply (and shall cause its third-party suppliers to provide) VERDIGRID with such reasonable assistance as VERDIGRID requires to provide the Services. Customer is solely responsible for all other services not specified on the Service Order, which may include, without limitation, the management, administration and support of Customer's software and the software that is part of the Equipment once it is installed by VERDIGRID. In addition, Customer acknowledges and agrees that while VERDIGRID may perform certain backups as part of its internal operations with respect to the Services, such backups are not meant to be a complete disaster recovery solution for Customer and, as such, Customer is solely responsible for backup of its software and data residing on the Equipment, unless Customer has explicitly contracted VERDIGRID to provide such backup services (which would appear as a separate line item on the order form).
VERDIGRID shall have no obligation to provide support and no liability for any interruption or deficiency in the Services resulting from (a) tampering or alteration of the Equipment by persons not authorized, or in a manner not explicitly required, by VERDIGRID or (b) the function or malfunction of hardware or software not supplied by VERDIGRID. Customer shall promptly report all alterations to Equipment or software initiated or implemented by persons not explicitly required by VERDIGRID and shall promptly implement any corrective procedures required by VERDIGRID. VERDIGRID exercises no control over, and specifically rejects any responsibility for, the content, accuracy or quality of information passing or obtained through or resident on the Equipment. Use of any information obtained via the Equipment is strictly at Customer's own risk.
In connection with the capitalized services, VERDIGRID may provide certain limited customer information to its third-party providers.
Customer and those using the Services through Customer shall at all times comply with the then-current version of VERDIGRID's Acceptable Use Policy specified at http://www.verdigrid.com/aup ("AUP") , which is incorporated into and made a part of this Agreement. VERDIGRID may amend the AUP from time to time, which amendments shall be effective upon their posting at such website. VERDIGRID may take any of the preventative or corrective actions specified in the AUP, up to and including suspension of the Services or termination of the Agreement, which suspension or termination shall not relieve Customer of its obligation to pay the fees for the Services. Customer acknowledges and agrees that VERDIGRID will provision the Services hereunder subject to its Privacy Policy, as amended from time to time, a copy of which is available at http://www.verdigrid.com/privacy. Because VERDIGRID acts only as a conduit for transmission of data it is not subject to the Health Insurance Portability and Accountability Act (as per 65 FR 82476), or Gramm-Leach-Bliley Act (as per 16 C.F.R. §314.2(d)); Customer is solely responsible for complying with such statutes, rules and regulations, unless explicitly agreed to in writing between Verdigrid and Customer.
Customer shall indemnify, defend and hold harmless VERDIGRID and its affiliates from and against any claims, causes of action, losses, damages, costs or expenses (collectively, "Claims") arising out of or relating to use by or through Customer of the Services in any way, including any breach of the AUP or these Terms and Conditions.
VERDIGRID reserves the right to monitor Customer's bandwidth and/or disk usage and to utilize technology to limit such usage to ordered amounts and/or to charge Customer for any excessive usage. VERDIGRID further reserves the right to suspend access to Customer's account, website, script or other application in the event VERDIGRID reasonably believes that such account, website, script or other application is the cause of interruptions in VERDIGRID's ability to provide services to other customers, which suspension or termination shall not relieve Customer of its obligation to pay the fees for the Services. In the event of any such suspension, VERDIGRID will notify Customer as soon as practicable so that Customer may take remedial action in order to regain access to its website, script or other application. Customer acknowledges and agrees that in an effort to control spam (i) VERDIGRID may utilize certain technologies to block incoming and outgoing email which VERDIGRID determines, in its sole discretion, may be spam, (ii) VERDIGRID servers will not accept connections from unsecured systems (including, without limitation, open relays, open proxies, open routers or any other system that has been determined to be available for unauthorized use), (iii) VERDIGRID may, in its sole discretion, reject connections from systems that use dynamically assigned or residential IP addresses, and (iv) VERDIGRID may, in its sole discretion, reject connections from any IP address that does not have reverse DNS (a PTR record).
SUBJECT TO SECTION 12 BELOW, VERDIGRID MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR EQUIPMENT; AND DISCLAIMS ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. VERDIGRID shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, acts of God, earthquakes, labor disputes, changes in law, regulation or government policy, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, or any other such occurrences. Either party may terminate this Agreement if the failure or delay of performance caused by such event of force majeure continues for a continuous period of 10 business days.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR USE OF SERVICES BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. Notwithstanding anything to the contrary stated in this Agreement, Customer's sole remedies for any Claims relating to the Services are set forth in Section 12. In no event shall VERDIGRID's and its affiliates' aggregate, collective liability for any Claims (including negligence or otherwise), exceed the amount paid by Customer for the Services during the 12-months preceding the date the Claim occurred or arose.
Any Internet Protocol addresses ("IP Addresses") assigned to Customer by VERDIGRID in connection with the Services (i) shall be used only in connection with the Services and (ii) will require VERDIGRID to disclose certain Customer contact information to the applicable registry for Internet numbers. If for any reason Customer discontinues use of the Services or this Agreement terminates, Customer's right to use the IP Addresses shall terminate. VERDIGRID may change the IP Addresses upon 30 days' written notice to Customer.
The Service Level Agreements ("SLAs"), if any, for the Services, which are incorporated into this Agreement and include commitments with respect to certain availability of the Services, are set forth on the Service Order and set forth Customer's sole and exclusive remedies for Claims relating to the Services.
Customer acknowledges that all right, title and interest in any and all technology, including the software, that is part of or provided with the Services and any trademarks or service marks of VERDIGRID or third parties utilized in connection with the Services (collectively, "VERDIGRID Intellectual Property") are vested in VERDIGRID and/or in VERDIGRID's licensors. Unless otherwise specifically provided in this Agreement, Customer shall have no right, title, claims or interest in or to the VERDIGRID Intellectual Property. Customer may not copy, modify or translate the VERDIGRID Intellectual Property or related documentation, or decompile, disassemble or reverse engineer the VERDIGRID Intellectual Property, to use it other than in connection with the Services, or grant any other person or entity the right to do so. VERDIGRID may not use Customer's name, trademarks, trade names or other proprietary identifying symbols without the prior written consent of Customer, except that, unless otherwise specified on the Service Order VERDIGRID may use Customer's name on a list of sample customers for marketing purposes.
This Agreement shall be binding upon and inure to the benefit of Customer, VERDIGRID and VERDIGRID's successors and assigns. Customer may not assign this Agreement without the prior written consent of VERDIGRID, which consent will not be unreasonably withheld or delayed.
The validity, interpretation, enforceability and performance of this agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflicts or choice of laws.
This Agreement may not be amended by Customer except upon the written consent of Customer and an officer of VERDIGRID. Customer agrees that (i) this Agreement may be amended by VERDIGRID from time to time and (ii) any such amendments will be binding and effective immediately upon VERDIGRID's notification to Customer via (i) an email to Customer's current contact information in VERDIGRID's records or (ii) via Customer's Control Panel for the Services, if applicable. The continued use of any Services shall constitute Customer's acceptance of any such amendments. IF CUSTOMER DOES NOT ACCEPT ANY SUCH AMENDMENTS, CUSTOMER'S SOLE REMEDY SHALL BE TO REQUEST THAT THE AFFECTED SERVICES BE DISCONTINUED, OR WITH REGARD TO DNR SERVICES, THAT THE DOMAIN NAME REGISTRATION BE CANCELLED OR TRANSFERRED TO A DIFFERENT DOMAIN NAME REGISTRAR. In order to request the discontinuance of affected Services, Customer must (i) send a cancellation request to VERDIGRID through the means provided in Section 2 herein within 10 days of the date the email is sent by VERDIGRID or the date notification is posted on Customer's Control Panel, and (ii) pay all accrued but unpaid fees for the Services rendered to the date of cancellation.
All notices from VERDIGRID shall be deemed received by Customer when sent by VERDIGRID to Customer's current email contact on record or posted on Customer's Control Panel. Customer is solely responsible for ensuring that its contact information is kept up-to-date.
Customer consents to VERDIGRID's activation of a default "Welcome Page" which may appear when an Internet user requests Customer's registered domain name or website. This Welcome Page welcomes the user to Customer's temporary home page and may link to VERDIGRID websites, advertising and/or Internet search tools. The Welcome Page may appear unless and until Customer posts Customer's own content or changes the Welcome Page via the account's Control Panel.
This Agreement (including the Service Order(s) to which it relates) supersedes all previous and contemporaneous written and oral representations, understandings or agreements related to the Services set forth on the related Service Order(s). The terms of this Agreement shall control inconsistencies between this Agreement and any Service Order. The rights and obligations in this Agreement of the Parties which would be, by their nature or content, intended to survive the expiration or termination of this Agreement shall so survive. It is the explicit intention of the Parties that there are no third-party beneficiaries to this Agreement. No failure or delay on the part of either party to exercise, any right or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law. No determination by a court of competent jurisdiction that any term or provision of this Agreement is invalid or otherwise unenforceable shall operate to invalidate or render unenforceable any other term or provision of this Agreement and all remaining provisions shall be enforced in accordance with their terms. This Agreement may be modified by VERDIGRID at any time.