1.1 You may access and use the Services in accordance with this Agreement. You will adhere to all Equahost, rules, and regulations applicable to your use of the Services.
1.2 To access the Hosted Services, you must establish a connection to our network using the technology provided by us. You are responsible for all activities that occur under your account, undertaken by you, your employees or any third party contracted by you. We are not responsible for any unauthorised access to your account. You will contact us immediately if you believe an unauthorised third party may be using your account or if your account information is lost or stolen. You may terminate your account and this Agreement at any time in accordance with Section 7.
1.3 We provide support through a ticketing system through which you can submit queries to our support staff.
1.4 Third Party Content, such as software applications provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. We are not responsible for any third party content or software applications installed in relation with the Services we provide. The customer is responsible for use of the Services, including the use of any Third-Party Software utilised in connection with the Services, by any End-Users to the same extent as if the customer was using the Services itself. The customer will indemnify, defend and hold harmless Equahost, its directors, officers, employees, and affiliates (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, suits, liabilities or obligations brought against any of the Indemnified Entities by a Third-Party Software Provider for any breach or misuse of the software.
2.1 We may change, discontinue, or deprecate any of the Services (including the Services as a whole) or change or remove features or functionality of the Services from time to time. We will notify you of any material change to or discontinuation of the Services.
3. Security, Confidentiality and Privacy
3.1 Without limiting Section 10 or your obligations under Section 4.2, we will implement reasonable and appropriate measures designed to help you secure your applications and data against accidental or unlawful loss, access or disclosure in relation to the use of our Services.
3.2 You may use encryption technology to further protect your data from unauthorised access.
3.3. We will not move your data from the hardware on which it resides to hardware in a different country, without notifying you, unless required to comply with the law or requests of governmental entities.
3.4. Each party acknowledges that it will have access to certain confidential information of the other party. Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, nor disclose to any third party (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary to carry out the purposes of this Agreement), any of the other party's Confidential Information and will take reasonable precautions to protect the confidentiality of such information.
3.5. Information will not be deemed Confidential Information hereunder if such information: (i) is or becomes known without restriction to the receiving party from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes generally publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iii) is independently developed by the receiving party without reference to the Confidential Information.
4. Your Responsibilities
4.1 You are solely responsible for the development, content, operation, maintenance, and use of applications and data.
You must comply with our Acceptable Use Policy and the Law. You are responsible for any claims from third parties related to your data or use of Service. You are responsible for notifying us of any misconfiguration of the Service and taking your own steps to maintain appropriate security, protection and backup of applications and data (beyond that provided by any security and data-protection services purchased from Equahost), which may include the use of encryption technology to protect applications and data from unauthorised access. Access credentials issued by EQUAHOST LMITED are for your internal use only and you may not sell, transfer or sub-license them to any other entity or person, except that you may disclose them to your agents and subcontractors performing work on your behalf. Any action that you permit, assist or facilitate another person or entity to take related to this Agreement, your applications and data or use of the Services will be deemed to have been taken by you. You are responsible for End Users’ use of your applications and data and the Services. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by an End User, you will immediately terminate such End User’s access to applications and data and the Services. You are responsible for providing support (if any) to End Users.
5. Fees and Payment
5.1. Access to the Hosted Services is granted in receipt of payment following your submittal of a purchase order made though our website.
5.2 All fees payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number.
6. Suspension of Service
6.1 We may suspend your or any End User’s right to access or use any portion or all of the Hosted Services immediately upon notice to you if we determine:
(a) your or an End User’s use of or registration for the Hosted Services (i) poses a security risk to the Hosted Services or any third party, (ii) may adversely impact the Hosted Services or the systems or Content of any other EQUAHOST customer, (iii) may subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent;
6.2 If we suspend your right to access or use any portion or all of the Service Offerings, you will not be entitled to any service credits or other compensation for any period of suspension, however, we will not erase any of applications and data as a result of your suspension, except as specified elsewhere in this Agreement.
Our right to suspend your or any End User’s right to access or use the Service Offerings is in addition to our right to terminate this Agreement in accordance with Section 7.2.
7. Term; Termination
7.1. Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated by you or us in accordance with Section 7.2.
(a) Termination for Convenience. You may terminate this Agreement for any reason by logging a support ticket and requesting that auto-renew of your current hosting package is disabled. Access will remain until your current Hosting Package expires. We may terminate this Agreement for any reason by providing you 30 days advance notice.
(b) Termination for Cause. (i) By Either Party. Either party may terminate this Agreement for cause upon 30 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30 day notice period. (ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause, if any act or omission by you or any End User results in a suspension described in Section 6.1, (B) if our relationship with a third party partner who provides software or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, (c) if we believe providing the Services could create a substantial economic or technical burden or material security risk for us, (D) in order to comply with the law or requests of governmental entities, or (E) if we determine use of the Service Offerings by you or any End Users or our provision of any of the Services to you or any End Users has become impractical or unfeasible for any legal or regulatory reason.
7.5. Any additional assistance after the termination date from us is subject to mutual agreement. The customer shall be entitled to take advantage of any post-termination assistance Equahost may make available with respect to the Services, such as data retrieval arrangements. Equahost may also endeavor to provide you unique post-suspension or post-termination assistance, but Equahost shall be under no obligation to do so. The customer’s right to take advantage of any such assistance, whether generally made available with respect to the Services or made available uniquely to the customer and shall be conditional to the customer’s acceptance of and compliance with any fees and terms Equahost may specify for such assistance.
7.6. Either party may terminate this Agreement upon written notice to the other party if such other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors.
8. Proprietary Rights
8.1. You or your licensors own all right, title, and interest in and to your data.
8.2. You represent and warrant to us that you or your licensors own all right, title, and interest in and to your data and applications.
8.3. We will not deliberately disclose your data, unless requested by the applicable governmental regulatory bodies our court orders.
8.4. We, or our licensors, own and reserve all right, title, and interest in and to the Services. We grant you a limited, revocable, non-exclusive, non-sub licensable, non-transferrable license to use the Service during its Term. Some content or applications may be provided to you under a separate license, in which case that license will govern your use of the Service.
8.5. If you provide any suggestions to us, we will own all right, title, and interest in and to the suggestions without restriction.
8.6. The customer understands and agrees that as part of the Services, the customer may voluntarily participate in one or more email discussions, public discussion groups or blogs with other users or employees of Equahost. The customer understands and agrees that all information supplied as part of any such discussions shall be deemed non-confidential and not subject to the terms of Section 3. The customer shall be solely responsible for determining whether to disclose or share any information on the foregoing forum and upon such disclosure or sharing, the customer hereby grants Equahost a non-exclusive, royalty-free, worldwide license to disseminate and sublicense other users of such forum to use information as part of the Service. Equahost hereby grants to the customer a non-exclusive, royalty-free, and worldwide license to use information supplied as part of the forum solely in connection with the use of the Services. The customer hereby releases Equahost from any and all liability in connection with information posted on the forum and acknowledges and agrees that all information received by the customer is provided by Equahost and other customers exclusively on an “AS IS” basis and without express or implied warranties or representations of any kind as to accuracy, completeness, or otherwise. All content supplied, posted or received, as part of a forum shall at all times be subject to the terms of the AUP available at
9.1. You will defend, indemnify, and hold harmless Equahost (including its officers, employees, agents, contractors, representatives, suppliers, subsidiaries, parents, and affiliated companies) from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) by any of your customers or users, or any other third party, arising out of or related to you use of, misuse of, or failure to use the Service, including without limitation: (i) alleged Customer conduct that would breach this Agreement, including alleged infringement of intellectual property or privacy rights and other acceptable use policy violations; (ii) security breaches or other alleged faults in the Service, including without limitation faults listed in the SLA and faults leading to the release or exposure of personally identifiable information or other private data (whether such data belongs to you, to one of your customers, or to other third parties); and (iii) any action taken by us as part of an investigation into a suspected violation of this Agreement or as a result of its conclusion that a violation has occurred.
10.1 Each party warrants that it has full capacity and authority, and all necessary licenses, permits and consents to enter into and perform this Agreement.
10.2 The Services shall be provided in compliance with applicable law and regulation.
10.3 Save as expressly set out in this Agreement, all conditions, warranties and representation, express or implied, statutory or otherwise (including the fitness of the Services for a particular purpose) are hereby excluded.
11.1 You shall indemnify and keep us indemnified against any and all costs, claims, losses, liabilities, proceedings and expenses (including legal fees) which are brought or threatened against us by any person, arising out of or in connection with the your use of the Services or breach of this Agreement.
11.2 Nothing in this Agreement shall exclude or limit either party's liability for fraud or fraudulent misrepresentation and any other matter for which liability cannot be excluded or limited as a matter of law.
11.3 We shall not be liable to you for any indirect, special or consequential loss of damage or loss of profits, business opportunities, revenue, anticipated savings; wasted expenditure, goodwill or for any loss or corruption or destruction of data.
11.4 Subject to clauses above, our total aggregate liability in contract, tort or otherwise (including negligence) howsoever arising out of or in connection with this Agreement shall in respect of any one or more incidents not exceed the total fees received by us from you in the calendar year in which the incident giving rise to the liability occurs.
11.5 The parties expressly agree that if any limitation or provision contained or expressly referred to in this clause is held to be invalid under any applicable statute or rule of law, it shall, to that extent, be deemed omitted. If any party becomes liable for loss or damage, which would otherwise have been excluded, that liability shall be subject to the other limitations and provisions set out in this clause.
12. Modifications to the Agreement.
12.1 We may modify this Agreement and any Policies at any time by posting a revised version on our web site or by otherwise notifying you to the email address associated with your account. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check our web site regularly for modifications to this Agreement or the Additional Policies. The date on which this Agreement was revised is listed at the footer of this Agreement. If customer disagrees with any modifications to this Agreement, customer’s sole and exclusive remedy shall be to terminate the receipt of Services in accordance with Section 7.
13. Force Majeure
13.1 Neither party to this Agreement shall be liable to the other for any delay or non-performance of its obligations under this Agreement to the extent that such delay or non-performance is due to a Force Majeure event (any cause beyond our reasonable control, including acts of God, issues with our upstream provider, labour disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war). The Customer may not rely on a Force Majeure Event for any delay or non-performance of any obligation to pay for the fees related to the Services provided under this Agreement.
13.2 Either party may, during the continuance of any Force Majeure Event, terminate this Agreement by written notice to the other party if a Force Majeure Event occurs that affects all or a substantial part of the Services and which continues for more than 15 days.
14.1 This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
14.2 We may provide any notice to you under this Agreement by posting information on our web site or by sending you a message to the email address associated with your account. Notices will become effective upon posting or, if we notify you by email, as stated in the email message. It is your responsibility to keep your email address valid. You will be deemed to have received any email sent to the email address associated with your account when we send the email, whether or not you actually receive and/or read the email.
14.3 To give us notice under this Agreement you must contact us by email at email@example.com.
14.4 All communications and notices to be made or given pursuant to this Agreement must be in the English language.
14.5 If any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
14.6 This Agreement is personal to you and accordingly you shall not assign, or grant any security interest over, any of its rights or obligations under this Agreement without our prior written. We retain the right to assign this Agreement to any company in our group structure (subsidiary or holding, at any level, or any holding subsidiary).
14.7 This Agreement is subject to the laws of England and Wales and both parties hereby submit to the exclusive jurisdiction of the English Courts.
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