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This agreement ("Agreement") is between SpiralHost, and the customer ("Customer") specified in the order form annexed herein by reference ("Order"). The agreement is made effective as of the order date. The parties agree as follows:
» Overview
This agreement is intended to cover any and all web hosting services provided by SpiralHost and received by the Customer. This agreement contains the entire understanding between SpiralHost and Customer with respect to the services ("Services") described in the Order and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between SpiralHost and Customer. Customer acknowledges and agrees that its entire right relating to SpiralHost Services are as set forth in this agreement and hereby waives all other rights that it may have by implication of law or otherwise.
» 1. Services
Subject to the terms and conditions of this agreement, SpiralHost agrees to provide the web hosting and/or related services specified in the Order. Subject to Customer's right to terminate this agreement and section 5 of this Agreement, SpiralHost may expand or contract the scope of the SpiralHost services by issuing to Customer a notification email at least 30 days in advance of such change.
» 2. Initial Term
The initial term of this Agreement is stated in the Order ("Initial Term"). The Initial Term shall not commence until SpiralHost accepts the completed order from the Customer and until first payment as set out in the Order is made in full by the Customer for Services to be provided during the Initial Term.
» 3. Renewal Term
Unless terminated in accordance with section 5 of this Agreement, this Agreement will automatically renew for successive terms of equal length to the Initial Term at the applicable rate and discounts.
» 4. Fees and Payment
The Customer agrees to pay SpiralHost, without limitation, for its hosting and related services as specified in the Order and all other fees incurred by the Customer related to supplemental services including, but not limited to: professional, consulting, or support services supplied by SpiralHost. These services and fees are outlined at www.spiralhost.com.
• 4.1 Measuring Usage - SpiralHost will measure usage of the Services in accordance with SpiralHost policies and practices in effect from time to time.
• 4.2 Charges - Monthly Base Fees will be charged in advance and Usage Fees and Support Fees will be charged in arrears.
• 4.3 Fee Changes - SpiralHost may increase or decrease any of the Customer Fees by issuing a notification email at least thirty (30) days in advance of such changes.
» 5. Customer Obligations
Customer shall at all times comply with and help ensure that their clients comply with the terms of the current version of the Acceptable Use Policy (AUP) posted here. Customer agrees that SpiralHost may amend the terms of the AUP from time to time by posting a new or different version of the Acceptable Use Policy at www.spiralhost.com. The Customer shall include the terms and conditions set out in the Acceptable Use Policy in an Acceptable Use Policy with its own clients.
» 6. SpiralHost Obligations
• 6.1 100% Network Uptime Guarantee - SpiralHost will provide 100% uninterrupted transit to the Internet to all hosting customers who have purchased said service from SpiralHost. Should transit to the Internet become unavailable for a cumulative period up to one hour in any one calendar month, Customer will receive a refund equivalent to one day of Customer's pro-rated Recurring Monthly Fees for that month.
Customer will receive an additional refund of one day of the pro-rated Recurring Monthly Fees for each additional hour, or portion thereof, of unavailability. All refund calculations will be based on unavailability in one-hour increments. This agreement does not cover outages caused by server component failure, equipment and/or events outside our facility. This Service Level Agreement does not cover outages due to scheduled or emergency network and/or facility maintenance, which will be broadcast to all customers in advance.
Any and all refunds to Customer will not exceed 50% of the Customer's Recurring Monthly Fees for the month in which the refund is paid.
• 6.2 Performance Guarantee - SpiralHost will maintain its network in such a manner as to provide to all customers the best possible performance to the Internet. In order to achieve this SpiralHost makes the following guarantees to all paying customers:
- 100% guaranteed uninterrupted transit to the Internet
- Zero packet loss internal to SpiralHost network
In addition to the above performance guarantees, SpiralHost will take all possible measures to insure all Customer traffic reaches its destination in a timely fashion comparable and within reason to any other carrier in the area. These measures include the manipulation of routing tables so as to direct traffic to the Internet using its best possible upstream link.
• 6.3 Temporary Suspension - The Customer agrees that it may be necessary for SpiralHost to temporarily suspend Services for technical reasons or to maintain the SpiralHost network, the Equipment or any other facilities, the timing of which will be as determined by SpiralHost. Such suspension of the Services will not be an "interruption" of the SpiralHost Services for the purpose of calculating network availability or the Customer's entitlement to credit for network interruption.
• 6.4 Emergency Suspension - SpiralHost may interrupt the SpiralHost Services at any time for any duration of time, without penalty or liability for any claim by Customer, where necessary to prevent improper or unlawful use of the SpiralHost Services, SpiralHost's service facilities or connections or SpiralHost's network.
» 7. Termination of Agreement
If Customer breaches any of its obligations under this agreement then SpiralHost may terminate this agreement by giving Customer notice of termination, which termination will take effect when notice is given.
» 8. Limitation of Liability
Customer acknowledges and agrees neither SpiralHost nor any of its members, shareholders, directors, officers, employees or representatives will be liable for any special, indirect, consequential, punitive or exemplary damages, or damages (including but not limited to damages for loss of profits or savings, loss of data, or loss of use) in connection with this agreement. If, despite the foregoing limitations, SpiralHost or any of its shareholders, directors, officers, employees or representatives should become liable to Customer or any other person in connection with this agreement for ANY REASON, then the maximum aggregate liability of SpiralHost, its members, shareholders, directors, officers, employees and representatives for all such things and to all such parties will be limited to the lesser of the actual amount of loss or damage suffered by the claimant or the amount payable by Customer to SpiralHost for one month of service under this agreement.
» 9. Indemnity
Customer will indemnify and save harmless SpiralHost and its members, shareholders, directors, officers, employees, agents, contractors, and representatives from and against all damages, losses, costs and expenses (including actual legal fees and costs), fines and liabilities incurred by or awarded, asserted or claimed against SpiralHost or any of its members, shareholders, directors, officers, employees and representatives in connection with Customer's negligence, activities or omissions, or breaches of its obligations under this agreement, including claims brought by a person using or relying upon any advice given or publication produced and distributed by Customer.
» 10. Governing Law
This agreement shall be interpreted in accordance with and be governed in all respects by the laws of the United Kingdom. The courts of the United Kingdom shall have non-exclusive jurisdiction to entertain any action or proceeding brought by the parties in connection with this agreement or any alleged breach of this agreement. The parties each attorney irrevocably to the jurisdiction of such courts.
» 11. Customer Acknowledgment
Customer acknowledges that it accepts all risk of any unauthorized or illegal use of the SpiralHost Network or any inter-connected network by third parties. SpiralHost will use reasonable commercial efforts to assure a reasonable level of security for its network, however it provides no warranties, makes no representations, and accepts no liability for the unauthorized or illegal access or interference with the Customer's network unless such access or interference is caused by the intentional unlawful acts of SpiralHost, its agents or employees.
» 12. Electronic Commerce
The Customer is solely responsible for all aspects of their online store or e-business. This includes, but not limited to:
- The accuracy of statements and materials related to your products and/or services.
- The accurate calculation and application of shipping and sales tax.
- Processing Customer orders, inquiries and complaints.
- Maintaining the confidentiality of your Customer's credit card numbers and private information.
» 13. IP Address Ownership
All IP addresses remain the property of SpiralHost and if necessary can be altered or exchanged with 24 hours notice by email or other means for the purposes of network management. This is very unusual and is normally only done at the request of an upstream provider.
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