SourceHosting.net TERMS OF SERVICE (TOS) $Revision: 1.4.8.2 $ $Date: 2010/10/21 20:59:22 $ The following are the terms and conditions for use of the SourceHosting.net service. PLEASE READ THEM CAREFULLY. BY CLICKING THE "I AGREE" BUTTON BELOW AND COMPLETING THE REGISTRATION PROCESS, YOU ARE STATING THAT YOU AND OTHER MEMBERS OF YOUR COMPANY THAT MAY USE THE SERVICE (collectively "the Client") ARE ELIGIBLE FOR ACCOUNTS AND THAT YOU AND THEY AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS OF THE SERVICE ("TOS"). The Service is offered to the Client conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. 1. MEMBER ACCOUNT, PASSWORD, AND SECURITY To open an account, a representative of the Client must complete the registration process by providing us with current, complete and accurate information as prompted by the Registration Form. The representative then will choose an account name and password. You are entirely responsible for maintaining the confidentiality of your username, password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify SourceHosting.net, LLC immediately of any unauthorized use of your account or any other breach of security. As the individual reading and accepting this agreement, you agree to be the Administrative User for the Client's repository stored at SourceHosting.net, LLC. The Administrative User has the power to create and maintain user accounts associated with the Client's repository. You will be asked to choose usernames and passwords for other accounts associated with the Client's repository. Said accounts will be governed by the same terms as described in the second paragraph of this section. 2. MEMBER PRIVACY It is SourceHosting.net, LLC's policy to respect the privacy of its members. SourceHosting.net, LLC will not monitor, edit, or disclose any personal information about the Client or the Client's use of the Service, including its contents, without the Client's prior permission unless SourceHosting.net, LLC has a good faith belief that such action is necessary to: (1) conform to legal requirements or comply with legal process; (2) protect and defend the rights or property of SourceHosting.net, LLC; (3) enforce the TOS; or (4) act to protect the interests of its clients or others. The Client agrees that SourceHosting.net, LLC may access the Client's account, repository, database records, and other data, as stated above or to respond to service or technical issues. 3. MEMBER CONDUCT As a condition of the Client's use of the Service, the Client warrants to SourceHosting.net, LLC that the Client will not use the Service for any purpose that is unlawful or prohibited by these terms, conditions, and notices. The Service is provided to companies and individuals acting on the behalf of a company only (collectively "Clients") and is for commercial use only. The Client agrees to use the Service only to store files in a centralized location for company purposes. Any unauthorized use of the Service, or the resale of its services, is expressly prohibited. The Client agrees to abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under the Client's account or password, including the content of your transmissions through the Service. By way of example, and not as a limitation, the Client agrees not to: - Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others through the use of the Service. - Store any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information in the Client's repository. - Create a false identity for the purpose of storing said material. - Transmit, upload, or store any material that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs. - Transmit, upload or store any material that contains software or other material protected by intellectual property laws, rights of privacy or publicity or any other applicable law unless the Client owns or controls the rights thereto or has received all necessary consents. - Interfere with or disrupt networks connected to the Service or violate the regulations, policies or procedures of such networks. - Attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service, through password mining, network monitoring or any other means. - Violate any applicable laws or regulations including, without limitation, laws regarding the transmission of technical data or software exported from the United States through the service. - Interfere with another Client's use of the Service or another individual's or entity's use of similar services. SourceHosting.net, LLC has no obligation to monitor the Service or any Client's use thereof. However, SourceHosting.net, LLC reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request. 4. DISCLAIMERS/LIMITATION OF LIABILITY The information and services included in or available through the Service may include inaccuracies or typographical errors. Changes are periodically added to the information herein. SourceHosting.net, LLC and/or its respective suppliers may make improvements and/or changes in the Service at any time. SourceHosting.net, LLC does not represent or warrant that the Service will be uninterrupted or error-free, or that the Service or the server that makes it available, are free of viruses or other harmful components. SourceHosting.net, LLC does not warrant or represent that the use or the results of the use of the Service or the materials made available as part of the Service will be correct, accurate, timely, or otherwise reliable. The Client specifically agrees that SourceHosting.net, LLC shall not be responsible for unauthorized access to or alteration of your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through the Service. The Client specifically agrees that SourceHosting.net, LLC is not responsible or liable for any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another's rights, including intellectual property rights. The Client specifically agrees that SourceHosting.net, LLC is not responsible for any content sent using and/or included in the Service by any third party. SOURCEHOSTING.NET, LLC AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE SERVICE FOR ANY PURPOSE. THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SOURCEHOSTING.NET, LLC AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL SOURCEHOSTING.NET, LLC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE OR RELATED WEB SITES, WITH THE DELAY OR INABILITY TO USE THE SERVICE OR RELATED WEB SITES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SOURCEHOSTING.NET, LLC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE AND ITS RELATED WEB SITES. 5. INDEMNIFICATION The Client agrees to indemnify and hold SourceHosting.net, LLC, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of your use of or conduct on the Service. 6. INVOICES SourceHosting.net, LLC bills its clients on a monthly basis for the Service through the use of a credit card merchant account. The invoice amount is determined based on the number of active users of the client repository and the size of the client repository. The invoice amount is determined against the prior month's usage. If payment for the invoice delivered on the 1st day of the month is not received by the 15th day of the same month, service will be temporarily suspended. Service will be reinstated if payment is received by the last day of the month. If payment for the invoice delivered on the 1st day of the month is not received by the last day of the same month, service will be terminated. 7. SECURITY The Client specifically agrees that the Internet is an inherently insecure medium for the transmission of data and intellectual property. At any time, the Client's electronic transmissions from any location to the Service may be monitored, eavesdropped upon, redirected or otherwise tampered with by a third party. SourceHosting.net, LLC has put reasonable measures in place to prevent third parties from maliciously interfering with electronic transmissions to and from the service. However, SourceHosting.net, LLC makes no claims as to the effectiveness of said measures in preventing third parties from obtaining illegal copies of software and files stored in the repository provided to the Client, or from denying access to the Service by a client. 8. REFUNDS SourceHosting.net, LLC strives to maintain 100% uptime, except for pre-announced or regular maintenance windows. 100% uptime is not guaranteed by SourceHosting.net, LLC (see Paragraph 4 above), but if SourceHosting.net, LLC fails to provide 100% uptime, the Client may request a partial or full refund of the current month's fee. The refund will be pro-rated as follows: up to 1 hour downtime - 25% of monthly fee 1-2 hours downtime - 50% of monthly fee 2-3 hours downtime - 75% of monthly fee 3+ hours downtime - 100% of monthly fee 9. TERMINATION SourceHosting.net, LLC may terminate the Client's access to any part or all of the Service and any related service(s) at any time, with or without cause, with or without notice, effective immediately, for any reason whatsoever, including failure to pay the monthly service fee. Upon termination of the Service, the Client's right to use the Service immediately ceases. If the Client wishes to terminate its account, its only recourse is to discontinue the use of the Service. Upon request by the Client at termination of the Service, SourceHosting.net, LLC will deliver to the Client's administrative user, via electronic mail or equivalent retrieval option, the contents of the Client's repository. On the date that the Client requests termination of its account or terminates its account, SourceHosting.net will bill the Client's credit card for the pro-rated usage of that month, based on the estimated monthly invoice and the number of days the service was in use that month. 10. SOURCEHOSTING.NET, LLC'S PROPRIETARY RIGHTS TO CONTENT The Client acknowledges that content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained in electronically distributed, commercially produced information presented to the Client by the Service, by SourceHosting.net, LLC, or SourceHosting.net, LLC's Advertisers or other content providers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. The Client may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way content available through the Service and its associated Web sites, including code and software. 11. CLIENT'S PROPRIETARY RIGHTS TO CONTENT SourceHosting.net, LLC acknowledges that content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained in electronically distributed, commercially produced information uploaded by the Client to the Service, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. SourceHosting.net, LLC may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way content uploaded to the Service and its associated Web sites by a client, including code and software. 12. FORCE MAJEURE SourceHosting.net is not liable for failure to perform the its obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service. No party is entitled to terminate this Agreement under Section 9 (Termination) in such circumstances. 13. MODIFICATIONS TO TERMS OF SERVICE, MEMBER POLICIES SourceHosting.net, LLC reserves the right to change the TOS or policies regarding the use of the Service at any time and to notify the Client by posting an updated version of the TOS on this Web site. The Client is responsible for regularly reviewing the TOS. Continued use of the Service after any such changes shall constitute the Client's consent to such changes. 14. GENERAL This agreement is governed by the laws of the State of New Hampshire, and the United States of America. Any disputes that arise under this agreement that require judicial action shall only take place in the State of New Hampshire. Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. The Client agrees that no joint venture, partnership, employment, or agency relationship exists between the Client and SourceHosting.net, LLC as a result of this agreement or use of the Service. SourceHosting.net, LLC's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of SourceHosting.net, LLC's right to comply with governmental, court and law enforcement requests or requirements relating to the Client's use of the Service or information provided to or gathered by SourceHosting.net, LLC with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and SourceHosting.net, LLC with respect to the Service (excluding the use of any software which may be subject to an end-user license agreement) and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and SourceHosting.net, LLC with respect to the Service. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The Client and SourceHosting.net, LLC agree that any cause of action arising out of or related to this Service must commence within six (6) months after the cause of action arose; otherwise, such cause of action is permanently barred. The section titles in the TOS are solely used for the convenience of the parties and have no legal or contractual significance. 15. LANGUAGE It is the express will of the parties that this agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais. Copyright © 1999-2010 SourceHosting.net, LLC. All rights reserved.