THIS AGREEMENT covers any products for which ‘The SmartTHING Limited’ provide web hosting on behalf of clients. All such products are clearly identified in estimates and invoices by the term ‘This product is hosted by The SmartTHING Limited’.
Website or Web Application Owner, the Client, and Hosting Provider, the Company, The SmartTHING Limited, The purpose of this Agreement (hereafter referred to as the “Agreement”) is to precede a longer-term contract arrangement under which Company will provide Web Hosting services on behalf of Client.
Subject to the terms and conditions of this Agreement, Company will provide Web Hosting services for Client subject to the following terms:
Length of Service.
The Client agrees to an annual (12 month) contractual term of service (“Term”).
Free Trial period is limited to thirty (30) days from the moment that you activate such trial period by requesting a trail from Company. We may change or extend the trial period as the trial goes on. You may only use this Free Trial period once per product.
Service Start Date.
The commencement of the Free Trial or the first payment date, whichever is earlier, is the Service Start Date. Payment is required before the end of any trial period to ensure continued service provision.
Renewal by Client.
This Agreement will automatically renew for the successive period unless cancelled in writing by the Client at least 30 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any Contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to Client’s account.
Cost varies per product and is detailed in the invoice issued by SmartTHING. Hosting during the Free Trial is free of charge.
Any product specific restrictions to hosting are detailed in the invoice associated with that product.
TERMS OF PAYMENT
Terms of payment are detailed in our invoices.
Proprietary information exchanged here under shall be treated as such by Client. This information shall include, but not be limited to, the provisions of this Agreement, product and services information and pricing. Client further agrees to not decompose, disassemble, decode or reverse engineer any Company program, code or technology delivered to Client or any portion thereof.
Company will exercise no control whatsoever over the content of the information passing through the network, email or web site.
Company makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of Client. Use of any information obtained by way of Company is at Client’s own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. Company does not represent guarantees of speed or availability of end-to-end connections. Company expressly limits its damages to Client for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Company specifically denies any responsibilities for any damages arising as a consequence of such unavailability.
TRADEMARKS AND COPYRIGHTED MATERIAL
Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.
Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice from Company of said failure, 2) appointment of Receiver or upon the filing of any application by Client seeking relief from creditors, 3) upon mutual agreement in writing of Company and Client 4) Violation of the Fair Use term as outlined in this agreement.
Company will refund the pro rata portion of any charges which may have been paid by Client for the balance of the Term outstanding at the date of such termination.
If legal proceedings are commenced to resolve a dispute arising out of, or relating to, this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.
Client shall indemnify and hold Company harmless from and against any and all claims, judgements, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against Company directly or indirectly arising from or in connection with Client’s marketing or support services of the product or services or the unauthorised representation of the product and services or any breach of this Agreement by Client.
If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. his contract will be governed by and construed in accordance with the laws of the United Kingdom and shall be subject to the non-exclusive jurisdiction of the court of Great Britain. A failure by any party to exercise or delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.
This service is subject to fair usage limits, these are determined solely by the Company. Should the fair usage limits be exceeded solutions could include provision of alternative hosting for which there will be additional charges. In addition it may be necessary to permanently or temporarily disable certain elements of the service or the entire service without advance notice.