USC Hosting, Inc.
Universal Terms of Service for USC Hosting, Inc. Software and Services
This Agreement ("Agreement") is by and between USC Hosting, Inc..com, Inc. ("USC Hosting, Inc.") a/an Missouri corporation and You, Your heirs, agents,
successors and assigns ("You"), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and
conditions of Your use of USC Hosting, Inc. software (“Software”) and services (“Services”) and explains USC Hosting, Inc. ’s obligations to You and Your
obligations to USC Hosting, Inc. in relation to the Software and Services You purchase.
This Agreement as well as any additional USC Hosting, Inc. policies, together with all modifications thereto, constitute the complete and exclusive
agreement between You and USC Hosting, Inc. concerning Your use of USC Hosting, Inc. ’s Software and Services, and supersede and govern all prior proposals,
agreements, or other communications. All USC Hosting, Inc. policies and agreements specific to particular Software and Service are incorporated herein
and made part of this Agreement by reference, including the dispute policy (“UDRP”). By purchasing USC Hosting, Inc. ’s Software or Services, You
acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or
agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which USC Hosting, Inc.
may establish from time to time, and any agreements that USC Hosting, Inc. is currently bound by or will be bound by in the future. You may view the
latest version of this Agreement online.
In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions
entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You've established
with USC Hosting, Inc., whether or not the transactions were in Your behalf. You acknowledge that USC Hosting, Inc. ’s acceptance of any application made by You
for Services provided by USC Hosting, Inc. will take place at the Internet Corporation for Assigned Names and Numbers ("ICANN") accredited registrar's
offices located in New Bloomfield, Missouri, USA.
The General Terms in Section A apply to all customers of USC Hosting, Inc.. The Software and Services Specific Agreements incorporated in Section B
apply only to customers who have purchased those referenced Services.
A. GENERAL TERMS APPLICABLE TO ALL SOFTWARE AND SERVICES
1. TERM OF AGREEMENT; MODIFICATIONS.
You agree that USC Hosting, Inc. may modify this Agreement and the Services from time to time. You agree to be bound by any changes USC Hosting, Inc. may
reasonably make to this Agreement when such changes are made. If You have purchased Services or Software from USC Hosting, Inc. , the term of this
Agreement shall continue in full force and effect as long as You take advantage of and use the Software or Services. In the event You terminate
Your usage, USC Hosting, Inc. will not refund any amounts You have paid. You agree that USC Hosting, Inc. shall not be bound by any representations made by third
parties who You may use to purchase Services from USC Hosting, Inc. , and that any statement of a general nature, which may be posted on USC Hosting, Inc. ’s Web
site or contained in USC Hosting, Inc. ’s promotional materials, will not bind USC Hosting, Inc. . USC Hosting, Inc. may, at times, offer certain promotions with
different charges and features.
You agree that You will be responsible for notifying USC Hosting, Inc. should You desire to terminate Your use of USC Hosting, Inc. 's Services. Notification of
Your intent to terminate must be provided to USC Hosting, Inc. no earlier than 10 days prior to Your billing date but no later than three days prior to
Your billing date.
2. ACCURATE INFORMATION.
You agree to maintain accurate information by providing updates to USC Hosting, Inc. , as needed, while You are using USC Hosting, Inc. ’s Services. You agree
You will notify USC Hosting, Inc. within five (5) business days when any change 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 USC Hosting, Inc.
to determine the validity of information provided by You will constitute a material breach of this Agreement.
You agree that USC Hosting, Inc. may use and rely on any such information provided by You for all purposes in connection with Your Services, subject to
USC Hosting, Inc. ’s Privacy Policy . If You provide any information that is inaccurate, not current, false, misleading or incomplete, or if USC Hosting, Inc.
has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, USC Hosting, Inc. has the absolute
right, in its sole discretion, to terminate its Services and close Your account.
3. PRIVACY.
You can view USC Hosting, Inc. ’s Privacy Policy here , which is incorporated herein by reference, as it is applicable to all Company Software and
Services. The Privacy Policy provides Your rights and Company’s responsibilities with regard to Your personal information. Company will not use
Your information in any way inconsistent with the purposes and limitations provided in the Privacy Policy.
4. ACCOUNT SECURITY.
You agree You are entirely responsible for maintaining the confidentiality of Your customer number/login, password, credit card number, and
shopper PIN (collectively, the "Account Access Information"). You agree You are entirely responsible for any and all activities that occur
under Your account. You agree to notify USC Hosting, Inc. immediately of any unauthorized use of Your account or any other breach of security. You agree
USC Hosting, Inc. will not be liable for any loss that You may incur as a result of someone else using Your Account Access Information, either with or
without Your knowledge. You further agree You could be held liable for losses incurred by USC Hosting, Inc. or another party due to someone else using
Your Account Access Information. For security purposes, You should keep Account Access Information in a secure location and take precautions to
prevent others from gaining access to Your Account Access Information. You agree that You will be responsible for all activity in Your account,
whether initiated by You, or by others on Your behalf, or by any other means. USC Hosting, Inc. specifically disclaims liability for any activity in
Your account, whether authorized by You or not.
5. NO UNLAWFUL CONDUCT OR IMPROPER USE.
As a condition of Your use of USC Hosting, Inc. ’s Software and Services, You agree not to use them for any purpose that is unlawful or prohibited by
these terms and conditions, and You agree to comply with any applicable local, state, federal and international laws, government rules or
requirements. You agree You will not be entitled to a refund of any fees paid to USC Hosting, Inc. if, for any reason, USC Hosting, Inc. takes corrective action
with respect to Your improper or illegal use of its Services.
USC Hosting, Inc. reserves the right at all times to disclose any information as USC Hosting, Inc. deems necessary to satisfy any applicable law, regulation,
legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in USC Hosting, Inc.'s
sole discretion.
If You have purchased Services, USC Hosting, Inc. has no obligation to monitor Your use of the Services. USC Hosting, Inc. reserves the right to review Your use
of the Services and to cancel the Services in its sole discretion. USC Hosting, Inc. reserves the right to terminate Your access to the Services at any
time, without notice, for any reason whatsoever.
USC Hosting, Inc. reserves the right to terminate Services if Your usage of the Services results in, or is the subject of, legal action or threatened
legal action, against USC Hosting, Inc. 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. USC Hosting, Inc. may review every account for excessive space and bandwidth utilization
and to terminate or apply additional fees to those accounts that exceed allowed levels.
Except as set forth below, USC Hosting, Inc. may also cancel Your use of the Services, after thirty (30) days, if You are using the Services, as
determined by USC Hosting, Inc. in its sole discretion, in association with spam or morally objectionable activities. Morally objectionable activities
will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties;
activities prohibited by the laws of the United States and/or foreign territories in which You conduct business; activities designed to
encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene,
invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of
a third party; illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive
activities; and activities designed to harm or use unethically minors in any way. Notwithstanding anything to the contrary herein, in the event
USC Hosting, Inc. cancels Your Services during the first thirty (30) days after You purchase the Services, You will receive a refund of any fees paid to
USC Hosting, Inc. in connection with the Services being canceled. In the event USC Hosting, Inc. deletes Your Services because they are being used in association
with spam or morally objectionable activities, no refund will be issued. You agree You will not be entitled to a refund of any fees paid to USC
Host if, for any reason, USC Hosting, Inc. takes corrective action with respect to Your improper or illegal use of its Services.
6. NO SPAM; LIQUIDATED DAMAGES.
You agree USC Hosting, Inc. may immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected
with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated then You agree to pay USC Hosting, Inc.
liquidated damages of $1 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with Your account, otherwise
You agree to pay USC Hosting, Inc. 's actual damages. You acknowledge You have read and understand and agree to be bound by the terms and conditions of
USC Hosting, Inc. ’s Anti-spam Policy, available here . Such terms and conditions are applicable to the use of all USC Hosting, Inc. Software and Services and
are incorporated herein.
7. INTELLECTUAL PROPERTY.
You agree that USC Hosting, Inc. or its licensor holds all rights, title and interest in all Software and Services and all intellectual property,
including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such
Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Services or Software.
You understand and agree that all content and materials contained in this Agreement, other policies, the USC Hosting, Inc. Web site, and any affiliated
Web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as wel as any
other applicable proprietary rights and laws, and that USC Hosting, Inc. or its licensor expressly reserves its rights in and to all such content and
materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials
described above without the express written permission of USC Hosting, Inc. or its licensor. No license or right under any copyright, patent, trademark,
service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise.
8. USE OF USC Hosting, Inc. SOFTWARE.
If You have licensed software from USC Hosting, Inc. , USC Hosting, Inc. grants You a limited, non-exclusive, nontransferable and non-assignable license to use
the software for such purposes as are ordinary and customary. You are free to use the software on any computer, but not on two or more
computers at one time.
You agree to not alter or modify the Software. You agree You are not authorized to combine the Software with any other software pogram, create
derivative works based upon the Software, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon the
Software. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code.
USC Hosting, Inc. reserves all rights to the Software. The Software and any copies You are authorized to make are the intellectual property f USC Hosting, Inc.
. The source code and its organization are the exclusive property of USC Hosting, Inc. and the Software is protected by copyright, including United
States Copyright Law. Except as expressly provided for in this section, this Agreement does not grant You any rights in the Software and all
rights are reserved by USC Hosting, Inc. .
USC Hosting, Inc. provides this Software “as is” without warranty of any kind either express or implied, including but not limited to the implied
warranties or conditions of merchantability or fitness for a particular purpose.
9. FEES AND PAYMENT.
As consideration for the Software or Services purchased by You and provided to You by USC Hosting, Inc., You agree to pay USC Hosting, Inc. at the time You
order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated,
or transferred prior to the end of the Services term. USC Hosting, Inc. expressly reserves the right to modify pricing through email notification and/or
notice on its Web site. Payment may be made by You by providing either a valid credit card, an online check, a personal check , or using USC
Host ’s prepaid service Good as Gold, (“Prepaid Services”) to establish a cash reserve for charge by USC Hosting, Inc. (collectively, the "Payment
Method"). Your Prepaid Services account may be funded by a money order or a personal check under as further described, below.
If You signed up for a monthly payment plan, Your monthly billing date will be determined based on the day of the month You purchase the
Services unless that date falls after the 28th of the month in which case Your billing date will be the 28th of each month. If You signed up
for an annual (or longer) payment plan, and You elected the automatic renewal option, USC Hosting, Inc. will automatically renew Your Services when they
come up for renewal and will take payment from the Payment Method You have on file with USC Hosting, Inc., at USC Hosting, Inc.'s then current rates.
If for any reason USC Hosting, Inc. is unable to charge Your Payment Method for the full amount owed USC Hosting, Inc. for the Services provided, or if USC Hosting, Inc.
is charged a penalty for any fee it previously charged to Your Payment Method, You agree that USC Hosting, Inc. may pursue all available remedies in
order to obtain payment. If You pay by credit card and if for any reason USC Hosting, Inc. is unable to charge Your credit card with the full amount of
the Services provided, or if USC Hosting, Inc. is charged back for any fee it previously charged to the credit card You provided, You agree that USC
Host may pursue all available remedies in order to obtain payment. You agree that among the remedies USC Hosting, Inc. may pursue in order to effect
payment, shall include but will not be limited to, immediate cancellation without notice to You of any domain names or Services registered or
renewed on Your behalf. USC Hosting, Inc. reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its
regular Services, including additional costs that it may incur in providing the Services and pass along to You. These include, but are not
limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third parties You have
elected to use as payment methods, including PayPal and Certegy, Inc., and disputes that require legal services. These charges will be billed
to the Payment Method we have on file for You. You may change Your Payment Method at any time by logging into Your Account Manager.
You agree that You are solely liable for arranging that Your Services are renewed, and that USC Hosting, Inc. shall not be liable to You or any third
party if it is unable to charge Your Payment Method in order to renew Your Services.
While all purchases are processed in US dollars, USC Hosting, Inc. may provide an estimated conversion price to currencies other than US dollars. You
acknowledge and agree that the pricing displayed during the checkout process is an estimate. Due to potential slight time delays between actual
purchase and the payment settlement, the actual price charged may fluctuate. Accordingly, USC Hosting, Inc. makes no representations or warranties that
the actual price will be the same or substantially similar to the actual price You will pay and You waive any and all claims based upon any
discrepancy between the estimate and the actual price.
A. Good as Gold Prepaid Services
Service Details.
By using USC Hosting, Inc. ’s Prepaid Services, You can transfer funds to USC Hosting, Inc. in advance and use the balance of Your Prepaid Services Account
("Account") as You please. You can use Your Account to purchase any of the Software or Services of USC Hosting, Inc. . As consideration for the Services
purchased by You and provided to You by USC Hosting, Inc. , You agree to pay USC Hosting, Inc. in advance for the Services to be provided. Payment is to be made
by You providing either a valid credit card, wire transfer, a money order, or personal check. Personal checks may only be used for payments of
$100 or more, and may not be made for less than the amount required at purchase. Personal checks under $1,000 are subject to the same
processing fees as wire transfers. All personal checks will be delayed fourteen (14) days until the money is credited, which may delay Your
usage of the Software or Services. You agree that if the EFT or bank draft is returned unpaid, You will pay a service charge of $25.00 or the
maximum amount allowed by law, which may be debited from Your account using an EFT or bank draft.
You can verify the remaining funds in Your Account at any time by logging in to Manage Your Account or through the shopping cart on the USC
Host Web site. Should You decide to terminate Your Account and seek a refund of Your Prepaid Services, Your refund will be made by check net of
any discounts, including, but not limited to, reduced or waived wire transfer fees and/or the Cash Discount.
You acknowledge that funds transferred to Your Account will be held in an account by USC Hosting, Inc. , which will not accrue or pay interest for Your
benefit. To the extent interest may accrue, if any, You understand and agree that USC Hosting, Inc. shall be entitled to receive and keep any such
amounts to cover costs associated with the Prepaid Services.
You acknowledge that all transactions using Prepaid Services will be conducted in U.S. Dollars and that it is Your responsibility to arrange
for foreign currency translations prior to funding Your Account. Wire transfers received by USC Hosting, Inc. in foreign currencies will be returned and
You will be responsible for the cost of returning such funds. Your Account must be funded on an initial basis with no less than one hundred
dollars ($100.00), paid in U.S. funds. You agree that You will be responsible for all wire transfer fees, both incoming and outgoing,
associated with Your Account. Any non-U.S. wire transfers may be subject to fees by either Your bank, intermediary banks or USC Hosting, Inc. ’s bank,
which may reduce the amount of the money received by USC Hosting, Inc. ’s bank and subsequently funded into Your Prepaid Good as Gold Account. Customers
funding a Good as Gold Account who wire $1,000 or more shall not be subject to a $20 wire transfer processing fee from USC Hosting, Inc. . You hereby
expressly give USC Hosting, Inc. permission to reduce Your Account by the amount of wire transfer fees USC Hosting, Inc. incurs in order to receive Your funds.
All fees are subject to change and will be updated online in this Agreement.
Prepaid Services Accounts will receive a 2% discount on purchases (the "Cash Discount"). The Cash Discount will be reflected in Your Account
balance. Thus, purchases will reduce the balance of Your Account by 98% of the total purchase price of each transaction. For example, if Your
Account is funded with an initial amount of $100.00 and You make a $10.00 purchase, Your Account will be reduced by only $9.80. USC Hosting, Inc.
reserves the right to discontinue or change the Cash Discount at any time, without notice.
Your Use of Prepaid Services
Use of funds in Your Account can only be made through the USC Hosting, Inc. purchase process at USC Hosting, Inc. ’s Web site. Purchases may not be made unless
there are sufficient, available funds in Your Account at the time of purchase to cover the entire purchase amount, including any related fees
as set forth herein or in other relevant agreements.
Additional funds may be added to Your Account at any time. The minimum increment for funds transfers is one hundred dollars ($100.00).
You will be able to access Your Account activity and records from the Manage Your Account link on USC Hosting, Inc. ’s Web site. Your Account will show
purchases and the amount of funds remaining in Your Account. USC Hosting, Inc. reserves the right at all times to disclose any information about Your
Account as USC Hosting, Inc. deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to
post or to remove any information or materials, in whole or in part from Your Account, in the sole discretion of USC Hosting, Inc. .
Specific Representations and Warranties
You agree that USC Hosting, Inc. makes no representations or warranties of any kind in connection with Prepaid Services. USC Hosting, Inc. expressly reserves the
right to deny, cancel or transfer any Account that it deems necessary, in its discretion, to protect the integrity and stability of the Prepaid
Services system, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any
dispute resolution process, or to avoid any liability, civil or criminal, on the part of USC Hosting, Inc. , as well as its affiliates, subsidiaries,
officers, directors and employees. USC Hosting, Inc. also reserves the right to freeze an Account during resolution of a dispute.
B. Payment By Check
By using USC Hosting, Inc. ’s pay by check option (“Pay By Check”), You can purchase USC Hosting, Inc. Software and Services using a personal check. In
consideration for the Software and Services purchased by You and provided to You by USC Hosting, Inc. , You agree to allow Certegy Check Services, Inc.
("Certegy") to debit the full amount of this transaction from Your checking account, which is non-refundable. Certegy will create an electronic
funds transfer (EFT) or bank draft which will be presented to Your bank or financial institution for payment from Your checking account. The
checking account must be at a financial institution in the United States, and the check must be payable in U.S. dollars.
It is Your responsibility to keep Your checking account current, and to have available funds in it. You agree that Certegy and USC Hosting, Inc. will
not be responsible for payments that fail to go through as a result of Your checking account no longer existing, or holding insufficient funds.
If for any reason Certegy is unable to withdraw the full amount owed for the Services provided, You agree that Certegy and USC Hosting, Inc. may pursue
all available remedies in order to obtain payment. You agree that if the EFT or bank draft is returned unpaid, You will pay a service charge of
$25.00 or the maximum amount allowed by law, which may be debited from Your account using an EFT or bank draft.
The check may not be for less than the full amount required at that time. Personal checks under $1,000 are subject to the same processing fees
as wire transfers. All personal checks may be delayed up to fourteen (14) days until the money is credited, which may delay Your usage of the
Software or Services.
By clicking the box labeled “I agree” to the terms of the Pay by Check terms, You authorize the information provided to be used for the
creation of an electronic funds transfer (EFT) or bank draft, and You authorize a debit of THE FULL AMOUNT of this order from Your checking
account.
C. Pay by PayPal
By using USC Hosting, Inc. ’s pay by PayPal, Inc. (“PayPal”) option (“Pay by PayPal”), You can purchase USC Hosting, Inc. Software and Services using PayPal. In
consideration for the Software and Services purchased by You and provided to You by USC Hosting, Inc. , You agree to allow PayPal to debit the full
amount of this transaction from Your PayPal account balance or the Preferred Funding Source You established with PayPal, which is non-
refundable.
It is Your responsibility to keep Your PayPal Account current, and to have available funds in it. You agree that PayPal and USC Hosting, Inc. will not
be responsible for payments that fail to go through as a result of Your Funding Source no longer existing, or holding insufficient funds. If
for any reason PayPal is unable to withdraw the full amount owed for the Services provided, You agree that PayPal and USC Hosting, Inc. may pursue all
available remedies in order to obtain payment. You agree that if the transaction is returned unpaid, You will pay a service charge of $25.00 or
the maximum amount allowed by law, which may be debited from Your account by PayPal or charged to Your Preferred Funding Source.
By clicking the box labeled “I agree” to the terms of the Pay by PayPal terms, You authorize the information provided to be used for the
creation of an electronic funds transfer (EFT), and You authorize a debit of THE FULL AMOUNT of Your order from Your PayPal Account or
Preferred Funding Source.
10. REPRESENTATIONS AND WARRANTIES.
You, or the individuals who electronically execute this Agreement on behalf of You hereby represent and warrant that they have the right,
power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or
entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or
older, or that You have an agent authorized by law to represent You who is 18 years of age or older who is entering into this Agreement on Your
behalf. You warrant that each action 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.
USC Hosting, Inc. expressly reserves the right to deny, cancel or transfer any domain name registration that it deems necessary, in its discretion, to
protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law
enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of USC Hosting, Inc. , as well
as its affiliates, subsidiaries, officers, directors and employees. USC Hosting, Inc. also reserves the right to freeze a domain name during resolution
of a dispute.
11. LIMITATION OF LIABILITY .
IN NO EVENT SHALL USC Hosting, Inc. BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE
DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLDUDING
NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES YOUR
INABILITY TO USE THE SOFTWARE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF USC Hosting, Inc. HAS BEEN
ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
Some states may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such states, USC Hosting, Inc. ’s
liability is limited to the full extent permitted by law. You agree that in no event shall USC Hosting, Inc. ’s maximum aggregate liability exceed the
total amount paid by You for the particular Software or Service in dispute purchased from USC Hosting, Inc. .
12. DISCLAIMER OF WARRANTIES .
USC Hosting, Inc. 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. Services are provided on an "As Is" and "As Available" basis. USC Hosting, Inc.
makes no warranty that its services will meet your requirements, or that the services will be uninterrupted, timely, secure, or error free, or
that defects will be corrected. USC Hosting, Inc. does not warrant, nor make any representations regarding the use, or results of, any of the services
it provides, in terms of their correctness, accuracy, reliability, or otherwise.
Some jurisdictions do not allow the disclaimer of implied warranties, in which event that foregoing disclaimer may not apply to You.
13. INDEMNIFICATION.
You agree to defend, indemnify and hold harmless USC Hosting, Inc. and its contractors, agents, employees, officers, directors, shareholders, and
affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action,
proceeding or demand related to Your (including Your agents affiliates, or anyone using Your account, software or services with USC Hosting, Inc.
whether or not on Your behalf, and whether or not with Your permission) use of the Software or Services You purchased from USC Hosting, Inc. or Your
breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold USC Hosting, Inc. harmless from any loss,
liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided
herein, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person's copyright, trademark or
proprietary or intellectual property right, or misappropriates a third person's trade secrets. This indemnification is in addition to any
indemnification required of You elsewhere. Should USC Hosting, Inc. be notified of a pending law suit, or receive notice of the filing of a law suit,
USC Hosting, Inc. may seek a written confirmation from You concerning Your obligation to indemnify USC Hosting, Inc. . Your failure to provide such a
confirmation may be considered a breach of this agreement. You agree that USC Hosting, Inc. shall have the right to participate in the defense of any
such claim through counsel of its own choosing. You agree to notify USC Hosting, Inc. of any such claim promptly in writing and to allow USC Hosting, Inc. to
control the proceedings. You agree to cooperate fully with USC Hosting, Inc. during such proceedings.
You agree to cooperate fully with USC Hosting, Inc. during such proceedings. You agree You will not be entitled to a refund of any fees paid to USC Hosting, Inc.
if, for any reason, USC Hosting, Inc. takes corrective action with respect to Your improper or illegal use of its services. You also agree that if USC
Host is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a Traffic Facts account of
Yours with USC Hosting, Inc. , that USC Hosting, Inc. , in its sole discretion, may take whatever action USC Hosting, Inc. deems necessary regarding further modification,
assignment of and/or control of your account to comply with the actions or requirements of the governmental, administrative or judicial body
until such time as the dispute is settled.
14. GOVERNING LAW, VENUE; WAIVER OF TRIAL BY JURY.
This agreement shall be deemed entered into in the State of Missouri. Except for disputes concerning the user of a domain name registered with
USC Hosting, Inc. , You agree that the laws and judicial decisions of Maricopa County, Missouri, 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 Callaway County, Missouri. For the adjudication of disputes concerning the use of any domain name registered with USC Hosting, Inc. , You
agree to submit to jurisdiction and venue in the U.S. District Court for the District of Missouri located in New Bloomfield, Missouri.
You agree to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.
15. NOTICES.
You agree that all notices (except for notices concerning breach of this Agreement) from USC Hosting, Inc. 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 USC Hosting, Inc.. In either case, delivery shall be deemed
to have been made five (5) days after the date sent.
Notices from You to USC Hosting, Inc. shall be made either by email, sent to the address provided on the USC Hosting, Inc. Web site, or first class mail to USC
Host address at:
USC Hosting, Inc..com, Inc., Attn: Legal Counsel, 9130 Old US Highway 54, New Bloomfield, MO, 65063.
16. HEADINGS.
The headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement,
the terms of this Agreement shall control.
17. ENTIRE AGREEMENT.
You agree that this Agreement including the policies and agreements it refers to (i.e. our Dispute Resolution Policy, etc.) constitute the
complete and only Agreement between You and USC Hosting, Inc. regarding the Services contemplated herein.
18. 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.
19. WAIVER.
The failure of USC Hosting, Inc. to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or
others shall not be construed to be a waiver of the right of USC Hosting, Inc. thereafter to enforce such provisions.
20. FORCE MAJEURE.
USC Hosting, Inc. will make every effort to keep its Web site and Services operational. However, certain technical difficulties and other factors
outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold USC Hosting, Inc. liable for any of the
consequences of such interruptions.
21. SURVIVAL.
Sections 1, 7, 10, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22 shall survive any termination or cancellation of this Agreement.
22. NO THIRD PARTY BENEFICIARIES.
Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement.
B. SOFTWARE AND SERVICES SPECIFIC AGREEMENTS
If You purchase Services from USC Hosting, Inc., the following Software and Services specific agreements shall apply and are incorporated within this Agreement.