Division 19
Web Site Hosting License Agreement
This Web Site Hosting Agreement ('Agreement') is by and between Division 19
('Division 19'), a North Carolina Corporation, and you, your heirs, assigns,
agents and contractors ('You') and is effective upon electronic execution. This
Agreement sets forth the terms and conditions of Your use of Division 19’s Web
Site Hosting ('Web Hosting') services and represents the entire agreement between
You and Division 19. By using Division 19’s Web Hosting services, You acknowledge
that You have read, understand and agree to be bound by all the terms and conditions
of this Agreement, along with any new, different or additional terms, conditions
or policies which Division 19 may establish from time to time.
1. FEES
As consideration for the services purchased by You and provided to You by Division
19, You agree to pay Division 19 a monthly fee. Your monthly billing date will
be determined based on the day of the month You establish Your Web Hosting relationship
with Division 19 unless that date falls after the 28th of the month in which
case Your billing date will be the 28th of each month. Payment is to be made
by You providing a valid credit card for charge by Division 19, and is non-refundable.
If for any reason Division 19 is unable to charge your credit card with the
full amount of the service provided, or if Division 19 is charged back for any
fee it previously charged to the credit card You provided, You agree that Division
19 may pursue all available remedies in order to obtain payment.
You agree that You will be responsible for notifying Division 19 should you
desire to terminate Your use of Division 19’s Web Hosting services. Notification
of Your intent to terminate must be provided to Division 19 no earlier than
10 days prior to You billing date but no later than three days prior to Your
billing date. In the absence of notification from You, Division 19 will automatically
continue Web Hosting services indefinitely and will charge the credit card You
have on file with Division 19, at Division 19's then current rates. It is Your
responsibility to keep your credit card information current, including the expiration
date. In the event You terminate, moving your web site off of the Division 19
hosting servers is Your responsibility. Division 19 will not transfer or FTP
Your web site to another provider.
2. TERM OF AGREEMENT; MODIFICATIONS
The term of this agreement shall continue in full force and effect as long as
Division 19 is providing Web Hosting services to You.
You agree that Division 19 may modify this Agreement from time to time. Division
19 may also discontinue services it provides under this Agreement. You agree
to be bound by any changes Division 19 may reasonably make to this Agreement
when such changes become effective.
3. DESCRIPTION OF SERVICE
Division 19 currently provides Web Hosting services to its customers for a monthly
fee. Division 19 will host Your web site on Division 19’s Web Hosting servers,
provided, however, You abide by the terms and conditions set forth herein and
in each of Division 19’s policies and procedures.
You are responsible for ensuring that Your web site conforms to all local, state,
federal, and international laws. Further, You are responsible for ensuring the
legal copyright to any images, text, or other web site elements that are not
provided by Division 19.
If Your web site includes GIF images you must ensure that your GIF images are
licensed with Unisys or were created with Unisys Authorized Software.
4. YOUR OBLIGATIONS
You agree that You have provided accurate, current and complete information
in the application process and that You will notify Division 19 within five
(5) business days when any of the information You provided as part of the application
and/or registration process changes. Failure by You, for whatever reason, to
respond within five (5) business days to any inquiries made by Division 19 to
determine the validity of information provided by You, will constitute a material
breach of this Agreement.
If You provide any information that is inaccurate, not current, false, misleading
or incomplete, or if Division 19 has reasonable grounds to suspect that Your
information is inaccurate, not current, false, misleading or incomplete, Division
19 has the absolute right, in its sole discretion, to terminate its Web Hosting
services and close Your account.
You warrant that each application You make is being done so in good faith and
that You have no knowledge of it infringing upon or conflicting with the legal
rights of a third party or a third party's trademark or trade name. You also
warrant that the web site being hosted by Division 19 will not be used in connection
with any illegal activity.
6. Division 19’S RIGHTS
Division 19 explicitly reserves the right and sole discretion to: a. Censor
any web site hosted on its Web Hosting servers that, in Division 19’s sole discretion,
is deemed inappropriate; b. Review every Web Hosting account for excessive space
and bandwidth utilization and to terminate or apply additional fees to those
accounts that exceed allowed levels; c. Modify its pricing through email notification;
d. Terminate Your Web Hosting service for unsolicited, commercial e-mailing
(i.e., SPAM); illegal access to other computers or networks (i.e., hacking);
distribution of Internet viruses or similar destructive activities; non-payment
of Web Hosting fees; and other activities whether lawful or unlawful that Division
19 determines to be harmful to its other customers, operations, or reputation;
e. Terminate Your Web Hosting service if the contents of Your web site result
in, or are the subject of, legal action or threatened legal action, against
Division 19 or any of its affiliates or partners, without consideration for
whether such legal action or threatened legal action is eventually determined
to be with or without merit.
You agree to indemnify and hold harmless Division 19 for any complications arising
out of Your use of Division 19’s Web Hosting services, including actions Division
19 chooses to take to remedy Your improper or illegal use of a web site hosted
by Division 19. You agree You will not be entitled to a refund of any fees paid
to Division 19 if, for any reason, Division 19 takes corrective action with
respect to Your improper or illegal use of its Web Hosting services.
7. DISPUTE RESOLUTION POLICY
You agree that if a dispute arises as a result of one or more web sites Division
19 is hosting for You, You will indemnify, defend and hold Division 19 harmless
for damages arising out of such dispute. You also agree that if Division 19
is notified that a complaint has been filed with a governmental, administrative
or judicial body, regarding a web site hosted by Division 19, that Division
19, in its sole discretion, may take whatever action Division 19 deems necessary
regarding further modification, assignment of and/or control of the web site
to comply with the actions or requirements of the governmental, administrative
or judicial body until such time as the dispute is settled
10. LIMITATION OF LIABILITY
You agree that Division 19's entire liability to You under this Agreement, and
Your only remedy, in connection with any service provided by Division 19 to
You under this Agreement, and for any breach of this Agreement by Division 19,
shall be limited to the fees You paid to Division 19 for Web Hosting services.
11. INDEMNITY
You agree to release, defend, indemnify and hold harmless Division 19 and its
contractors, agents, employees, offices, directors, shareholders and affiliates
from and against any losses, damages or costs, including reasonable attorney's
fees, resulting from any claim, action, proceeding, suit or demand arising out
of or related in any way to Your account with Division 19 and/or Your use of
the Web Hosting services provided by Division 19.
13. DISCLAIMER OF WARRANTIES.
Division 19 EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
14. SEVERABILITY
You agree that the terms of this Agreement are severable. If any part of this
Agreement is determined to be unenforceable or invalid, that part of the agreement
will be interpreted in accordance with applicable law as closely as possible,
in line with the original intention of both parties to the Agreement. The remaining
terms and conditions of the Agreement will remain in full force and effect.
15. VENUE; WAIVER OF TRIAL BY JURY
THIS AGREEMENT SHALL BE DEEMED ENTERED INTO IN THE STATE OF NORTH CAROLINA.
THE LAWS AND JUDICIAL DECISIONS OF MECKLINBURG COUNTY, NORTH CAROLINA, SHALL
BE USED TO DETERMINE THE VALIDITY, CONSTRUCTION, INTERPRETATION AND LEGAL EFFECT
OF THIS AGREEMENT. YOU AGREE THAT ANY ACTION RELATING TO OR ARISING OUT OF THIS
AGREEMENT, SHALL BE BROUGHT IN THE COURTS OF MECKLINBURG COUNTY, NORTH CAROLINA.
YOU AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEDING THAT TAKES PLACE
RELATING TO OR ARISING OUT OF THIS AGREEMENT.
16. NOTICES
You agree that all notices (except for notices concerning breach of this Agreement)
from Division 19 to You may be posted on our web site. Notices concerning breach
will be sent either to the email or postal address you have on file with Division
19. In either case, delivery shall be deemed to have been made five (5) days
after the date sent.
Notices from You to Division 19 shall be made either by email, sent to the address
we provide on our web site, or first class mail to our address at:
Division 19
Attn: General Counsel
12607 Mayes Road
Huntersville, NC 28078
Copyright © 2002 Division 19 All Rights Reserved.