When you open your Universal Site Management account, you join two communities. First is the community formed by our network and our customers; the second community is the one made up of all networks and users connected to each other to form the Internet. Becoming a member of these communities gives you certain rights and privileges, but also imposes certain duties and responsibilities. Universal Site Management has established an Acceptable Use Policy in order to make these duties and responsibilities more clear. This document is intended to provide a general understanding of Universal Site Management’s Acceptable Use Policy. The following factors guide the establishment and enforcement of Universal Site Management’s usage policies:
Universal Site Management intends to provide its customers access to everything the Internet has to offer. While Universal Site Management is firmly committed to the principles of free speech, certain activities are damaging to the resources of both Universal Site Management and the Internet and cannot be permitted under the guise of free speech. The resources of Universal Site Management and the Internet are limited, and abuse of these resources by one user has a negative impact on the entire community.
We do not routinely monitor the activity of accounts except for measurements of system utilization and the preparation of billing records. However, in our efforts to promote good citizenship within the Internet community, we will respond appropriately if we become aware of inappropriate use of our service.
If a Universal Site Management account is used to violate the Acceptable Use Policy, we reserve the right to terminate your service without notice and you agree to indemnify Universal Site Management and its affiliates against any claims threatened or brought by third parties as a result of your violation of this Acceptable Use Policy and/or the content of your website. We prefer to advise customers of inappropriate behavior and any necessary corrective action. However, flagrant violations of the Acceptable Use Policy will result in immediate termination of service. Our failure to enforce this policy, for whatever reason, shall not be construed as a waiver of our right to do so at any time.
If you have any questions regarding this policy, please contact us at support@usmhosting.com.
General Information
Universal Site Management customers are prohibited from transmitting on or through any of Universal Site Management’s services, any material that is, in Universal Site Management’s sole discretion, unlawful, obscene, threatening, abusive, defamatory, libelous, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, federal or international law.
In general, you may NOT use your Universal Site Management account:
Universal Site Management’s services may only be used for lawful purposes. Transmission, distribution, or storage of any information, data or material in violation of United States or state regulation or law, or by the common law, is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secret, or any other statute. Universal Site Management’s reserves the right to remove such illegal material from its servers or to immediately terminate your services.
The customer is responsible for keeping his billing data with Universal Site Management up-to-date and accurate. Furnishing false data on any contract or application, including fraudulent use of credit card numbers, is grounds for immediate termination, and may subject the offender to civil or criminal liability.
Universal Site Management reserves sole discretion to determine whether any use of the service is a violation of this policy. Guidelines for using your account follows. This information is only a guideline, and is not intended to be all-inclusive.
Electronic Mail
Certain Universal Site Management accounts give you the ability to send and receive electronic mail. Misuse of electronic mail may result in termination of service. The following examples are non-exclusive and are provided for your guidance.
Universal Site Management accounts may not be used to collect replies to messages sent from another Internet service provider if those messages violate this Acceptable Use Policy or the acceptable use policy of the other service provider.
If you use the services of another provider to promote a web site hosted by or through Universal Site Management, then the provisions of this Acceptable Use Policy shall apply to the methods used to promote such site.
Web Sites
Universal Site Management provides storage space and access for web sites through its Web Hosting services. In addition, dedicated accounts may provide for the hosting of web sites. Universal Site Management will not routinely monitor the contents of your web sites.
You are solely responsible for any information contained on your web site. However, if complaints are received regarding language, content or graphics contained on your web site, Universal Site Management may, at its sole discretion, remove the web site hosted on Universal Site Management servers and terminate your Web Hosting service. You agree to promptly reimburse Universal Site Management for any reasonable expenses it incurs (including attorney’s fees) in defending itself form third party claims relating to any of the content (whether created by you, your customers or your users) contained on your website.
You may not use your web site to publish material which Universal Site Management determines, at its sole discretion, to be unlawful, indecent or objectionable. For purposes of this policy, “material” refers to all forms of communications including narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos), executable programs, video recordings, and audio recordings.
Unlawful content is that which violates any law, statute, treaty, regulation, or lawful order. This includes, but is not limited to: obscene material; defamatory, fraudulent or deceptive statements; threatening, intimidating or harassing statements, or material which violates the privacy rights or property rights of others (copyrights or trademarks, for example).
Indecent content is that which depicts sexual or excretory activities in a patently offensive matter as measured by contemporary community standards.
Objectionable content is otherwise legal content with which Universal Site Management concludes, in its sole discretion, it does not want to be associated in order to protect its reputation and brand image, or to protect its employees, shareholders and affiliates.
Examples of prohibited web site content:
Materials which hold Universal Site Management including its affiliates, employees or shareholders up to public scorn or ridicule.
Materials which encourage the commission of a crime; or which tends to incite violence; or which tends to degrade any person or group based on sex, nationality, religion, color, age, marital status, sexual orientation, disability or political affiliation.
Security
You are responsible for any misuse of your account, even if the inappropriate activity was committed by a friend, family member, guest or employee. Therefore, you must take steps to ensure that others do not gain access to your account. In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server.
You must adopt adequate security measures to prevent or minimize unauthorized use of your account.
You may not attempt to circumvent user authentication or security of any host, network or account (”cracking”). This includes, but is not limited to, accessing data not intended for you, logging into or making use of a server or account you are not expressly authorized to access, or probing the security of other networks. Use or distribution of tools designed for compromising security is prohibited. Examples of these tools include, but are not limited to, password guessing programs, cracking tools or network probing tools.
You may not attempt to interfere with service to any user, host, or network (”denial of service attacks”). This includes, but is not limited to, “flooding” of networks, deliberate attempts to overload a service, and attempts to “crash” a host.
Users who violate systems or network security may incur criminal or civil liability. Universal Site Management will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations.
Illegal Activity
Any activity on our network that is a violation of any state or federal law is a violation of this policy and will result in immediate termination of service. Prohibited activities include, but are not limited to:
Transmitting obscene materials or child pornography
Intentionally spreading or threatening to spread computer viruses
Gaining or attempting to gain unauthorized access to any network, including Universal Site Management’s private network infrastructure
Accessing or attempting to access information not intended for you
Transmitting pirated software
Conducting or participating in illegal gambling
Soliciting for pyramid and other illegal schemes.
Universal Site Management does not permit any site that contains: (i) images (including on banner ads) of nude models that appear to be under the age of 18 (in Universal Site Management’s sole judgment), (ii) sexually explicit images (including on banner ads) of models that appear to be under the age of 18 (in Universal Site Management’s sole judgment); or (iii) sites containing language promoting child pornography together with any sexually explicit or nude images. As required by federal law in the United States, Universal Site Management will forward all offenders of this policy to the appropriate federal agency.
Privacy Statement
Universal Site Management has a policy to respect and protect the privacy of its customers and their information that is stored with Universal Site Management. Universal Site Management will only access and disclose information as necessary to comply with applicable laws and government requests, to provide the Universal Site Management Services, to operate or maintain its systems or to protect itself or its customers.
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You must accept the terms of this Agreement in order to use the Services.
NOTWITHSTANDING, BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AS WELL AS ALL ACCEPTABLE USE POLICIES INCORPORATED BY REFERENCE. Universal Site Management reserves the right to change or modify any of the terms and conditions contained in this Agreement, any Addendums and any policy or guideline incorporated by reference at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Any changes or modification will be effective upon posting of the revisions on the Universal Site Management Web site (the “Site”). Your continued use of Services following Universal Site Management’s posting of any changes or modifications will constitute your acceptance of such changes or modifications.
1. Term and Payment for Services
1.1. Term This Agreement shall be for an “Initial Term” as chosen by you in the Order Form located on this Site at the time you register for the Services. This Agreement will be automatically renewed (the “Renewal Term”) at the end of the Initial Term for the same period as the Initial Term unless you provide Universal Site Management with notice of termination thirty (30) days prior to the end of the Initial Term or the Renewal Term. You must provide Universal Site Management with your notice of termination by clicking on the “Cancel Service” button located on the Site or as otherwise provided by this Agreement. Upon clicking on the “Cancel Service” button, you will be asked to provide Universal Site Management with sufficient customer identification information so that Universal Site Management may properly identify you and your account. Any notice of termination will be effective following thirty (30) days after Universal Site Management’s receipt thereof.
1.2. Termination Policy If you terminate your receipt of the Services prior to the end of the Initial Term or the Renewal Term, whichever is then applicable, (a) Universal Site Management will not refund to you any fees paid in advance of such termination and (b) you shall be required to pay 100% of Universal Site Management’s standard bodyregular charge for each month remaining in the term, unless otherwise expressly provided in this Agreement. Notwithstanding the foregoing, if you terminate your receipt of Managed Hosting Services prior to the end of the first thirty (30) days of the Initial Term, you are entitled to a refund of the fees you paid in advance for the bodyregular Services, not including any set-up fees. Your termination request or notice must be submitted to Universal Site Management in the manner described in Section 1.1. Universal Site Management may terminate this Agreement at any time and for any reason by providing to you written notice thirty (30) days prior to the date of termination. If Universal Site Management terminates this Agreement, Universal Site Management will refund to you the pro-rata portion of pre-paid fees attributable to Services (excluding set-up fees) not yet rendered as of the termination date unless otherwise expressly provided in this Agreement.
1.3 Default and Cure In the event that either party hereto defaults in the performance of any of its material duties or obligations under this Agreement, including failure to make any payments due under this Agreement, and such default is not cured within five (5) days after written notice is given to the defaulting party specifying the default, then the party not in default, after given written notice thereof to the defaulting party, may terminate this Agreement.
1.4. Charges You agree to pay for all charges attributable to your use of the Services at the then current Universal Site Management prices, which shall be exclusive of any applicable taxes. You are responsible for the payment of all federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the Services, other than taxes based on Universal Site Management’s net income.
1.5. Payment All charges for Services must be paid in advance according to the then current prices applicable to the Services. Upon entering this Agreement, you must choose to pay either by direct charge to a credit or debit card, or receive an invoice and submit subsequent payment. If you choose to pay by credit or debit card upon registering for the Services, you thereby authorize Universal Site Management to charge your credit or debit card to pay for any charges that may apply to your account. You agree that Universal Site Management may accumulate any supplemental charges, incurred by you in your use of the Services (”Supplemental Charges”) until such charges exceed $20 and then charge your account. You must notify Universal Site Management of any changes to your card account (including, without limitation, applicable account number or cancellation or expiration of the account), your billing address, or any information that may prohibit Universal Site Management from charging your account. If you choose to be invoiced upon registration for Services, Universal Site Management will invoice you for the Services applicable to the period for which you have registered for the Services. Universal Site Management may also create periodic invoices for any applicable Supplemental Charges associated with your use of the Services. Universal Site Management will send you a statement reflecting the accumulated invoices. You agree to pay to Universal Site Management the amount indicated in each invoice by the due date reflected on that invoice. If you fail to pay any fees and taxes by the applicable due date for credit card or invoice payments, late charges of the lesser of one and one-half per cent (1.5%) per month or the maximum allowable under applicable law but at no time less than $15 shall also become payable by you to Universal Site Management. In addition, your failure to fully pay any fees and taxes within five (5) days after the applicable due date will be deemed a material breach of this Agreement, and Universal Site Management may, in addition to any other remedy it may have: (i) suspend its performance of the Services and/or terminate this Agreement; and/or (ii) take possession and ownership of any of your property (including any and all intellectual property) in Universal Site Management’s possession at the time of such non-payment and liquidate such property in any reasonable manner in partial or full satisfaction of any unpaid amounts. You agree to sign any documents to facilitate such a transfer of your property and, in the event that Universal Site Management is unable for any reason to secure your signature to any document required for such transfer, you hereby irrevocably designate and appoint Universal Site Management and its authorized officers and agents as your agent and attorney-in-fact to act on your behalf to execute such documents. Any such suspension or termination of the Services would not relieve you from paying past due fees plus interest. In the event of collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys’ fees, court costs and collection agency fees.
2. Use of Services
2.1. Applicable Use Policy The Universal Site Management Acceptable Use Policy (the “Usage Policy”) govern the general policies and procedures for use of the Services. The Usage Policy is posted on Universal Site Management’s Web site (or such other location as Universal Site Management may specify) and may be updated from time-to-time. YOU SHOULD CAREFULLY READ THE USAGE POLICY. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE USAGE POLICY AND ANY MODIFICATIONS. Universal Site Management RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT FOR ANY VIOLATION OF THE USAGE POLICY OR THIS AGREEMENT.
2.2. Material and Product Requirements Unless we have agreed otherwise in a separate agreement, you must ensure that all material and data placed on Universal Site Management’s equipment is in a condition that is “server-ready,” which is in a form requiring no additional manipulation by Universal Site Management. Universal Site Management will make no effort to validate any of this information for content, correctness or usability. If your material is not “server-ready”, Universal Site Management has the option at any time to reject this material. Universal Site Management will notify you of its refusal of the material and afford you the opportunity to amend or modify the material to satisfy the needs and/or requirements of Universal Site Management. Use of the Services requires a certain level of knowledge in the use of Internet languages, protocols and software. This level of knowledge varies depending on the anticipated use and desired content of your Web site. You must have the necessary knowledge to create and maintain a Web site. It is not Universal Site Management’s responsibility to provide this knowledge or customer support outside of the Services agreed to by you and Universal Site Management.
2.3. Bandwidth and Storage Usage You agree that use of the Services under this Agreement will not exceed the bandwidth and storage usage limits set out. If you use any bandwidth or storage space in excess of the agreed upon number of megabytes per month, you agree to pay the associated additional charges.
3. Enforcement
3.1. Investigation of Violations Universal Site Management may investigate any reported or suspected violation of this Agreement, its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers and/or third parties. Universal Site Management will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by applicable law or legal process.
3.2. Actions Universal Site Management reserves the right and has absolute discretion to restrict or remove from its servers any content that violates this Agreement or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party’s rights or potentially in violation of any laws. If we become aware of any possible violation by you of this Agreement, any related policies or guidelines, third party rights or laws, Universal Site Management may immediately take corrective action, including, but not limited to, (a) issuing warnings, (b) suspending or terminating the Service, (c) restricting or prohibiting any and all uses of content hosted on Universal Site Management’s systems, and/or (d) disabling or removing any hypertext links to third party Web sites, any of your content distributed or made available for distribution via the Services, or other content not supplied by Universal Site Management which, in Universal Site Management’s sole discretion, may violate or infringe any law or third-party rights or which otherwise exposes or potentially exposes Universal Site Management to civil or criminal liability or public ridicule. It is Universal Site Management’s policy to terminate repeat infringers. Universal Site Management’s right to take corrective action, however, does not obligate us to monitor or exert editorial control over the information made available for distribution via the Services. If Universal Site Management takes corrective action due to such possible violation, Universal Site Management shall not be obligated to refund to you any fees paid in advance of such corrective action.
3.3. Disclosure Rights To comply with applicable laws and lawful governmental requests, to protect Universal Site Management’s systems and customers, or to ensure the integrity and operation of Universal Site Management’s business and systems, Universal Site Management may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on Universal Site Management’s servers and systems. Universal Site Management also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.
4. Intellectual Property Rights
4.1. Your License Grant to Universal Site Management You hereby grant to Universal Site Management a non-exclusive, worldwide, and royalty-free license for the Initial Term and any Renewal Term to use your content as necessary for the purposes of rendering and operating the Services to you under this Agreement. You expressly (a) grant to Universal Site Management a license to cache materials distributed or made available for distribution via the Services, including content supplied by third parties, and (b) agree that such caching is not an infringement of any of your intellectual property rights or any third party’s intellectual property rights.
4.2. Universal Site Management Materials and Intellectual Property All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by Universal Site Management or its suppliers or agents pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by Universal Site Management to provide the Services to you, including, without limitation, all copyrights, trademarks, patents, trade secrets and other proprietary rights are and will remain the sole and exclusive property of Universal Site Management or its suppliers, including but not limited to any software programs, inventions, products and/or technology innovations and methodologies utilized, developed, or disclosed by Universal Site Management during the term of this Agreement. Unauthorized copying, reverse engineering, decompiling, and creating derivative works based on the any such software is expressly forbidden except as permitted in this Agreement. You may be held legally responsible for violation of any patent rights, copyright or trade secret rights that is caused or encouraged by failure to abide by the terms of this Agreement.
4.3. Trademarks You hereby grant to Universal Site Management a limited right to use your trademarks, if any, for the limited purpose of permitting Universal Site Management to fulfill its duties under this Agreement. This is not a trademark license and no other rights relating to the trademarks are granted by this Agreement. Specifically, but without limitation, the rights granted by this Agreement do not include the right to sublicense use of your trademarks or to use your trademarks with any other products or services outside the scope of the Services provided under this Agreement. The limited trademark use rights granted under this section terminate upon termination of this Agreement.
5. Warranty; Warranty Disclaimer
5.1. Customer and/or Third Party Acts Universal Site Management is not responsible in any manner for any nonconforming Services to the extent caused by you or your customers. In addition, Universal Site Management is not responsible for loss or corruption of data in transmission, or for failure to send or receive data due to events beyond Universal Site Management’s reasonable control.
5.2. No Express or Implied Warranty ALL SERVICES, SYSTEMS AND PRODUCTS PROVIDED BY Universal Site Management UNDER THIS AGREEMENT ARE PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY IN FACT OR IN LAW, WHATSOEVER. YOU ACKNOWLEDGE AND AGREE THAT Universal Site Management EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE CONTENT OF THE INFORMATION PASSING THROUGH Universal Site Management’S COMPUTERS, NETWORK HUBS AND POINTS OF PRESENCE, OR THE INTERNET. Universal Site Management DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR COMPLETELY SECURE, AND DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADE SECRET OR TRADEMARK INFRINGEMENT. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED “AS IS” AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, Universal Site Management DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU HEREBY WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONDITIONS OF QUALITY, AND ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADESECRET OR TRADEMARK INFRINGEMENT.
5.3 Your Warranties and Representations to Universal Site Management You warrant, represent, and covenant to Universal Site Management that (a) you are at least eighteen (18) years of age or are a duly organized and validly existing entity; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party Web sites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (g) your content and/or any software that you install or provide does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.
6. Limitation and Exclusion of Liability
6.1. Limitations IN NO EVENT SHALL Universal Site Management HAVE ANY LIABILITY WHATSOEVER FOR DAMAGE, UNAUTHORIZED ACCESS TO, ALTERATION, THEFT OR DESTRUCTION OF INFORMATION PROVIDED TO Universal Site Management, DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES. Universal Site Management SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF Universal Site Management HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF Universal Site Management TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO Universal Site Management BY YOU UNDER THIS AGREEMENT DURING THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY Universal Site Management UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU HEREBY RELEASE Universal Site Management FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIM IN EXCESS OF THE LIMITATION STATED IN THIS SECTION 6.1. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
6.2. Interruption of Service You hereby acknowledge and agree that Universal Site Management will not be liable for any temporary delay, outages or interruptions of the Services. Further, Universal Site Management shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure).
6.3. Maintenance You hereby acknowledge and agree that Universal Site Management reserves the right to temporarily suspend services for the purposes of maintaining, repairing, or upgrading its systems and network. Universal Site Management will use best efforts to notify you of pending maintenance however at no time is under any obligation to inform you of such maintenance.
7. Indemnification You will defend, indemnify and hold harmless Universal Site Management and its officers, directors, shareholders, employees, consultants, agents, affiliates and suppliers (an “Indemnitee”) from any and all threatened or actual claims, demands, causes of action, suits, proceedings (formal or informal), losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorneys’ fees and court costs, sustained or incurred by or asserted against any Indemnitee by any person, firm, corporation, governmental authority, partnership or other entity by reason of or arising out of or relating to: (i) your violation or breach of any term, condition, representation or warranty of this Agreement or any applicable policy or guideline; (ii) your conduct, including but not limited to your negligence, gross negligence, or willful misconduct; (iii) your use of the Services, including any improper or illegal uses; (iv) any claim by a former employee of yours whose employment has been or may be terminated in connection with or as a result of the execution of this Agreement and performance of the Services by Universal Site Management; or (v) any claim relating to your services or products, or your installation and/or use of any third-party software, including but not limited to advertising, product liability claims or infringement of any trademark, copyright, patent, trade secrets or non-proprietary right of a third party (including, without limitation, defamation, libel, or violation of privacy or publicity).
8. Miscellaneous
8.1 Confidentiality The parties each agree that all Confidential Information (as defined below) communicated to it by the other is done so in confidence and will be used only for the purposes of this Agreement and will not be used to compete with the other party or disclosed to any third party without the prior written consent of the other party except as permitted under this Agreement. “Confidential Information” means all information in any form, including, without limitation, printed or verbal communications and information stored in printed, optical or electromagnetic format, which relates to the Services; or computer, data processing or electronic commerce programs and software; electronic data processing applications, routines, subroutines, techniques or systems; information which incorporates or is based upon proprietary information of either party; or information concerning business or financial affairs, product pricing, financial conditions or strategies, marketing, technical systems of either party; or any information concerning customers or vendors of either party; or any data exchange between a party and any customers or vendors. Exceptions to Confidential Information include (1) information in the public domain; (2) information developed independently by a party without reference to information disclosed under this Agreement; or (3) information received from a third party without restriction and/or breach of this or a similar Agreement. It is not a violation of this provision to disclose Confidential Information in compliance with any legal, accounting or regulatory requirement beyond the control of either Party or, but in such case, prior to disclosure, the disclosing Party shall give written notice to the other Party to permit that Party an opportunity to challenge such disclosure. If either Party is subpoenaed, such Party shall give written notice to the other Party to permit that Party an opportunity to challenge the disclosure of Confidential Information. Upon the termination of this Agreement and upon written request of the disclosing Party, each Party shall promptly return all Confidential Information of the other Party. This provision shall survive the termination of this Agreement for two (2) years.
8.2. Notices All notices, reports, requests, or other communications given pursuant to this Agreement shall be made in writing, shall be delivered by hand delivery, overnight courier service, fax, or electronic mail, shall be deemed to have been duly given when delivered.
8.3. Choice of Law and Forum THIS AGREEMENT, WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF TEXAS, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN TEXAS, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.
8.4. Entire Agreement This Agreement and all policies and guidelines incorporated in this Agreement by reference constitutes the entire Agreement of the parties and may not be modified or altered orally but only by an agreement in writing signed by both parties.
8.5. No Fiduciary Relationship; No Third-Party Beneficiaries Universal Site Management is not the agent, fiduciary, trustee or other representative of you. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto.
8.6. Assignments You may not transfer or assign your rights, duties, or obligations under this Agreement without Universal Site Management’s prior written consent. Universal Site Management may assign its rights and obligations under this Agreement and may utilize affiliate and/or agents in performing its duties and exercising its rights under this Agreement, without your consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assignees.
8.7. No Waiver Universal Site Management’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Universal Site Management’s right to subsequently enforce such provision or any other provisions under this Agreement.
8.8. Severability If any provision of this Agreement is deemed illegal, invalid, void or otherwise unenforceable in whole or in part, that provision shall be severed or shall be enforced only to the extent legally permitted, and the remainder of the provision and the Agreement shall remain in full force and effect. If any provision of this Agreement is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.
8.9. Survival All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement
To prove our confidence in the services we provide, we offer a 30 day, money back, satisfaction guarantee! As long as you make the request for your account to be canceled within 30 days of the order you qualify for a refund from Universal Site Management !
Our guarantee is what we say it is! This means no hidden small print! If you are unsatisfied with our service for any reason whatsoever you will get a refund!
Universal Site Management’s goal is to create long-term relationships with their clients and this is only part of the way we try make sure our clients are confident that they will receive an honest service, from an honest company, in a risk free environment when they choose Universal Site Management !
We believe there should be a fair price for quality, commitment, reliability, and professionalism. This is the web hosting you dreamed of, with the prices you can afford, without sacrificing for service, customer support, tech support and speed. We have been in your shoes. We know what you are going through when you have to decide on which hosting service to use.
Because we know how hard it is to find reliable web hosting, we created usmhosting.com. We could not find what we were looking for and we could not take another bad experience. We had the knowledge, the means to do it and we did. Don’t take our word for it, just give us one chance to prove it. If you don’t find a package that suits your web hosting needs we will work with you to create one that does.
When you sign up with Universal Site Management you get your own virtual server. Your files are located in your own private server space and you are free to create your own users within your environment. You also have SSH access and your own development environment.
Each account comes with generous amounts of disk space, transfer amounts, POP3, IMAP4, WebMail, Spam filtering, cgi-bin, PHP, Perl, Apache, Server side includes, and many additional features.
Universal Site Management was started in December 2001 to provide quality managed web hosting to small e-commerce companies. In January 2002 we introduced shared web hosting. Fast, friendly and personal customer support is something you can count on when you host with Universal Site Management. Our hosting services run on top of the line servers running the Parallels Pro CP host automation software, utilizing CentOS 5, Apache 2, PHP 5 and MySQL 5.
If you would like more information regarding Universal Site Management,
please contact us.
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