Terms And Conditions

 

This agreement (the “Agreement”) governs your purchase and use of all Company products and services (collectively, the “Services”), as further described in the Order Form(s) submitted by you and accepted by Company. This Agreement applies to you and your employees, agents, contractors, or other users who obtain Services from Company (each such person being a “User”). You must register and accept the terms of this Agreement in order to use the Services. BY REGISTERING FOR AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE THAT YOU AND YOUR USERS WILL BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT. Company may modify any of the terms and conditions contained in this Agreement at any time at its sole discretion. Any modifications are effective upon posting of the revisions on the Company website (the “Website”). Your continued use of the Services following Company’s posting of any modifications constitutes your acceptance of the modifications. If you do not agree to the terms of any modification, do not continue to use the Services and immediately notify Company of your termination of this Agreement.

 

Term and Payment for Services

 

Term.

This Agreement will be for the “Initial Term” as further described in the Order Form(s) submitted by Company and accepted by you. This Agreement will be automatically renewed (the “Renewal Term”) at the end of the Initial Term or any Renewal Term for a period of one (1) year unless you provide Company with written notice of termination at least two (2) months before the end of the Initial Term or Renewal Term, whichever is then applicable. To schedule your account for cancellation, please login to www.wolfpaw.com and submit a ticket under the category “Cancellation Request” from the pull down menu. This will ensure that your account is processed for cancellation and will generate an email that will be sent to you regarding full details of your request as well as the offline date of your server. Company will not be held responsible for continued invoicing if the above method is not followed.

Termination.

This Agreement may be terminated: (i) by you or Company during any Renewal Term, without cause, by giving the other party one (1) month prior written notice; (ii) by Company in the event of nonpayment of any fees due hereunder; and (iii) by Company, at any time, without notice, if, in Company’s sole judgment, you are in violation of any terms or conditions of this Agreement. If you terminate this Agreement, or if Company terminates this Agreement for your breach, before the end of the Initial Term or the Renewal Term, whichever is then applicable, you will be required to immediately pay all fees and costs accrued before the termination date, all monthly recurring fees for each month remaining in the term and any other amounts you owe to Company under this Agreement.

Charges.

You will pay all charges for your use of the Services at the then current Company prices. You are responsible for paying all federal, state, and local sales, use, value added, excise duty and any other taxes assessed with respect to the Services, other than taxes based on Company’s net income.

Payment.

You will pay all charges for the Services in accordance with the terms contained on the Order Form(s) submitted by Company and accepted by you. You must pay for the Services by credit card or ACH. You authorize Company to charge your credit card or bank account (if applicable) to pay for any charges that may apply to your account. In some cases, at the discretion of Company, payment may be submitted by check, wire, or other means. You must notify Company of any changes to your credit card account (including, applicable account number or cancellation or expiration of the account), bank account (if applicable), your billing address, or any information that Company may need to charge your account. Your failure to fully pay any fees and taxes within seventy-two (72) hours from the applicable due date is a material breach of this Agreement, justifying Company to suspend its performance and terminate this Agreement. You are responsible for any costs Company incurs in enforcing collection, including reasonable attorneys’ fees, court costs and collection agency fees. To reinstate Services, you must pay for three months of Services in advance on the first day such Services are reinstated and any fees associated with reinstating Services.

Refund and Disputes.

All payments to Company are nonrefundable. This includes any applicable setup fees and subsequent charges regardless of usage. All overcharges or billing disputes must be reported within sixty (60) days of the time the dispute occurred. If you dispute a charge to your credit card or debit card issuer that, in Company’s sole discretion is a valid charge under the provisions of this Agreement, you agree to pay Company an “Investigation Fee” of one hundred dollars (US $100.00).

Acceptable Use of Services

 

Prohibited Use.

The Services may only be used for lawful purposes. Using the Services to transmit, distribute, copy, display, or store any material of any type or in any format in violation of any applicable law or regulation is prohibited. Without limiting the applicability of this general rule, Users may not:

a. Utilize the Services to send mass unsolicited e-mail to third parties.Provided, however, that Users may use software programs or services provided by Company to send unsolicited commercial e-mail so long as the User ensures that such transmissions comply with all applicable state, federal and international regulations, rules and laws, including, without limitation, the U.S. CAN-SPAM Act of 2003.

b. Utilize the Services to be involved in the distribution of tools designed for the aiding of unsolicited bulk email.

c. Utilize the Services in such a way that User becomes documented on a recognized SPAM abuse list or if the User has previously been denied access from another provider due to similar acceptable use policy violations.

d. Use Internet Relay Chat (“IRC”) on the Company network. This includes, but is not limited to, the use of IRC clients, server software, bots or anything related to IRC.

e. Utilize the Services in connection with any illegal activity. Without limiting the general application of this rule, Users may not: utilize the services (i) to copy material from third parties (including text, graphics, music, videos or other copyrightable material) without proper authorization; (ii) to misappropriate or infringe the patents, copyrights, trademarks or other intellectual property rights of any third party; (iii) to traffic in illegal drugs, illegal gambling, obscene materials or other any products or services that are prohibited under applicable law; (iv) to export encryption software to points outside the United States in violation of applicable export control laws; or (v) in any manner that violates applicable state, federal and international law.

f. Utilize the Services in connection with any tortious or actionable activity. Without limiting the general application of this rule, Users may not utilize the Services to:

  • * publish or disseminate information that (i) constitutes slander, libel or defamation, (ii) publicizes the personal information or likeness of a person without that person’s consent or (iii) otherwise violates the privacy rights of any person; or
  • * threaten persons with bodily harm, to make harassing or abusive statements or messages, or to solicit the performance of acts or services that are illegal under applicable law.

g. Utilize the Services in connection with any other disruptive or abusive activity. Without limiting the general application of this rule, Users may not utilize the Services to:

  • * cause denial of service attacks against Company or other network hosts or Internet users or to otherwise degrade or impair the operation of Company’s servers and facilities or the servers and facilities of other network hosts or Internet users;
  • * offer mail services, mail forwarding capabilities, POP accounts or autoresponders other than for the User’s own account;
  • * resell access to CGI scripts installed on Company’s servers;
  • * subvert, or assist others in subverting, the security or integrity of any Company systems, facilities or equipment;
  • * gain unauthorized access to the computer networks of Company or any other person;
  • * provide passwords or access codes to persons not authorized to receive such materials by the operator of the system requiring the password or access code;
    • * (i) forge the signature or other identifying mark or code of any other person, (ii) impersonate or assume the identity or any other person, or (iii) engage in any other activity (including “spoofing”) to attempt to deceive or mislead other persons regarding the true identity of the User (excluding the use of anonymous remailers or Internet nicknames);
  • * distribute or post any virus, worm, Trojan horse, or computer code intended to disrupt services, destroy data, destroy or damage equipment, or disrupt the operation of the Services;
  • * conduct port scans or other invasive procedures against any server (except any server for which the User is an authorized system administrator);
  • * distribute, advertise or promote software or services that have the primary purpose of encouraging or facilitating unsolicited commercial e-mail or spam;
  • * solicit or collect, or distribute, advertise or promote, e-mail address lists for the purpose of encouraging or facilitating unsolicited commercial e-mail or spam;
  • * post messages, run scripts or run software programs that consume excessive CPU time or storage space;
  • * in any manner that might subject Company to unfavorable regulatory action, subject Company to any liability for any reason, or adversely affect Company’s public image, reputation or goodwill, including, without limitation, sending or distributing sexually explicit, hateful, vulgar, racially, ethnically or otherwise objectionable materials as determined by Company in its sole discretion; or
  • * in any other manner to interrupt or interfere with the Internet usage of other persons.

Violations

 

Reporting Non-Copyright Violations.

Company encourages Users to report violations of this Agreement by e-mail to: [email protected], including in any such report the name of the offending domain (for example, xyz.com), the IP address and the type of abuse (for example, spam, illegal acts, harassment, etc.) in the “subject” field of the e-mail.

Reporting Copyright Violations.

Company complies with the Digital Millennium Copyright Act (“DMCA”). Company encourages Users to report an alleged copyright infringement involving a user by sending a notice that complies with the DMCA to:

DMCA Notices
Attention: Legal
Wolfpaw Services
Suite 451
9768 – 170 Street
Edmonton, AB Canada T5T-5L4
Telephone: (780)474-4095
Facsimile: (780)443-2676
Email: [email protected]

For your complaint to be valid under the DMCA, you must provide the following information when providing notice of the claimed copyright infringement. (For more details on the information required for valid notification, see 17 U.S.C. 512(c)(3).):

  • A physical or electronic signature of a person authorized to act on behalf of the copyright owner
  • Identification of the copyrighted work claimed to have been infringed
  • Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that
    is to be removed or access to which is to be disabled as well as information reasonably sufficient to permit Company to locate the material
  • Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address,
    telephone number, and, if available, an electronic mail address
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not
    authorized by the copyright owner, its agent, or law
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party
    is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
  • You should be aware that, under the DCMA, claimants who make misrepresentations concerning copyright infringement may be
    liable for damages incurred as a result of the removal or blocking of the material, court costs, and attorneys fees.

Company has the right to suspend or terminate any Customer pursuant to any valid DMCA complaint. Furthermore, Company, in its sole discretion, may suspend or terminate, without notice, any User that Company determines is a repeat copyright infringer.

Remedies.

If Company learns of a violation of this Agreement, Company will respond to the applicable User and, for the purposes of illustration and not limitation, may, in its sole discretion, take any of the following actions, in accordance with the severity and duration of the violation:

  • Warning the User;
  • Suspending the offending User from the Services;
  • Terminating the offending User from the Services;
  • Imposing fees or charges on the offending account in accordance with the applicable service contract;
  • Removing the offending content; and
  • Taking other action in accordance with this Agreement, the applicable service contract or applicable law

Rights and Responsibilities

Domain Names.

Upon registering your domain name, you are bound by the terms of the registration service’s then current domain name policy and the policies of the national DNS registration authorities. Company will not refund any fees you paid with respect to the registration of a domain name you are unable to use. All new webhosting accounts involving new domains will be set up and entered into Company’s DNS servers within three to five business days. Due to unforeseen complications, however, this process may sometimes require up to seven business days. If the new domain is registered by you, there will be no handling fee. If the domain is registered by Company on your behalf a handling fee will be incurred. New webhosting accounts which involve the transfer of a domain from another provider to Company will require a minimum of seven days to be set up and entered into Company’s DNS servers. In some cases, such transfers may take up to sixty (60) days. Due to the unpredictable nature of the transfer process, no guarantees are made regarding the amount of time a specific transfer may take. If the transfer of the domain is done by Company on your behalf, a handling fee will be incurred. If you cancel service during the transfer period for any reason, all charges are considered earned.

Security.

You are solely responsible for any security breaches affecting servers or accounts under your control. If your server is responsible for or involved in an attack on or unauthorized access into another server or system, then Company will shut it down immediately. You will pay any charges resulting from the cost to correct security breaches affecting Company or any of its other customers.

Backups.

You are solely responsible for any and all backups of your data. Company may not be held accountable for any loss of data due to hardware or software failure. Company highly recommends daily backups for your protection.

Intellectual Property Rights.

You warrant, represent, and covenant to Company that: (a) you are at least 18 years of age if an individual, (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable Company policies and guidelines, as contained in this Agreement posted on the Company’s Website; and (d) your content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.

IP Numbers.

Company will maintain and control ownership of all Internet protocol (“IP”) numbers and addresses that Company may assign to you. Company may, in its sole discretion, change or remove any and all IP numbers and addresses.

Third Party Products.

Company may provide you access to other third party software and/or services (“Third Party Products”) through reseller relationships Company has established with certain commercial vendors, including without limitation, Microsoft Corporation (“Third Party Vendors”). Unless otherwise notified, Customer understands that product support for Third Party Products is provided by Company and not by the Third Party Vendor. Neither Company nor any Third Party Vendor makes any representations or warranties, express or implied, regarding any Third Party Products.

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THIRD PARTY PRODUCTS IS AT CUSTOMER’S SOLE RISK AND SUCH THIRD PARTY PRODUCTS ARE PROVIDED “AS IS” AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND FROM COMPANY OR ANY THIRD PARTY VENDOR, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER COMPANY NOR ANY THIRD PARTY VENDOR WILL BE LEGALLY RESPONSIBLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, OR CONSEQUENTIAL, ARISING FROM THE USE OR INABILITY TO USE ANY THIRD PARTY PRODUCT. CUSTOMER AGREES TO OBSERVE THE TERMS OF ANY LICENSE AND/OR APPLICABLE END USER SUBSCRIBER AGREEMENT FOR THIRD PARTY PRODUCTS AND THAT CUSTOMER SHALL BE FULLY LIABLE TO THIRD PARTY VENDORS AND COMPANY WITH RESPECT TO ANY IMPROPER USE OF SUCH THIRD PARTY PRODUCTS OR VIOLATION OF LICENSE AGREEMENTS WITH THEM AND/OR APPLICABLE END USER SUBSCRIBER AGREEMENTS.

You shall not (i) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any Third Party Product or that appear during use of any Third Party Product; or (ii) reverse engineer, decompile, or disassemble any Third Party Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

Requirements for using Microsoft software.

Users are prohibited from allowing more than five (5) authenticated users of the Microsoft Windows Server Operating Systems under Microsoft licensing terms and could create liability issues with Microsoft if violated.

Enforcement Actions.

Company reserves the right to immediately suspend or terminate the Services or take any other corrective action it deems appropriate in its sole discretion if in the sole judgment of Company your server is the source or target of any violation of this Agreement or for any other reason which Company chooses. If inappropriate activity is detected, all of your accounts in question will be deactivated until an investigation is complete. Prior notification to you is not assured. These rights of action, however, do not obligate Company to monitor or exert editorial control over the information made available for distribution via the Services. If Company takes corrective action because of a possible violation, then Company will not refund to you any fees you paid in advance of the corrective action.

Company reserves the right to involve and cooperate with appropriate legal authorities in investigations of claims of illegal activity involving Company’s Services or Users. Company reserves all other rights to respond to violations of this Policy to the extent of applicable law and in accordance with any applicable contractual obligations. Company may utilize technical means to monitor communications into, and out of, its network facilities to prevent the introduction of viruses or other hostile code, to prevent intrusions and otherwise to enforce this Policy and each Customer agrees that Company is authorized to monitor its communications through Company’s network for such purposes.

Disclosure Rights.

This Agreement specifically prohibits the use of the Services for illegal activities. Therefore, you agree that Company may disclose any and all of your information including assigned IP numbers, account history, account use, etc. to any law enforcement agent who makes a written request without further consent or notification to you. In addition, Company shall have the right to terminate all Services set forth in this Agreement.

 

Limitation and Exclusion of Liability

 

Disclaimed Warranties.

Notwithstanding anything contained in this Agreement, users of the Internet (including the Services) make such use at their own risk, acknowledging that there are known and unanticipated risks associated with Internet use, some of which could result in physical, emotional or psychological injury or even death, or damage to individuals, to property, or to third parties. Such risks cannot be eliminated without jeopardizing the essential qualities of use of the Internet. These risks include, among other things: credit card theft, identity theft, fraud, solicitation, stalking, invasion of privacy, unwanted receipt of offensive or obscene material, trespass to chattels or denial of service attacks. Company exercises no control over and expressly disclaims any obligation to monitor its Customers and other Users with respect to violations of this Policy or any content of the information passing through Company’s host computers, network hubs and points of presence, or the Internet. Company has no liability or responsibility for the actions of any Users or any content any User may post on any website. Users voluntarily engage in the activity of Internet use and bear the risks associated with that activity. Company does not represent or warrant (a) that your access to the Services will be uninterrupted or error-free; (b) that defects will be corrected; (c) that the Services or material accessible from the Services or Website will be free of viruses or other harmful applications or components; and (d) that the Services will be secure.

THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, CONTENT, AND OTHER SERVICES MADE AVAILABLE BY COMPANY OR ANY THIRD PARTY ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. COMPANY AND ITS AFFILIATES AND THEIR EMPLOYEES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE WHATSOEVER REGARDING THE CONTENT OR SERVICES, OR HYPERTEXT LINKS TO ANY WEBSITES. COMPANY AND ITS AFFILIATES AND THEIR EMPLOYEES AND AGENTS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATED TO ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitations.

IN NO EVENT WILL COMPANY, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. COMPANY, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS, WILL NOT BE LIABLE TO ANY USER OR OTHER THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND ARISING FROM THE USE OF THE WEBSITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.. THE LIABILITY OF COMPANY TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO COMPANY UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY COMPANY UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU RELEASE COMPANY AND ITS SUPPLIERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THE FOREGOING LIMITATION.

Interruption of Service.

Company and its suppliers are not liable for any temporary delay, outages or interruptions of the Services. Further, Company is not liable for any delay or failure to perform its obligations under this Agreement, where the delay or failure results from any act of God or other cause beyond its reasonable control (including, any mechanical, electronic, communications or third-party supplier failure).

Indemnification.

You agree to indemnify, defend and hold harmless Company, its employees, directors, partners, representatives and affiliates, from any and all claims, damages, costs, or lawsuits of any kind (including reasonable attorney’s fees) that result from any violation by you, your Users, or your customers of this Agreement that results either in loss to Company or the bringing of any claim against Company by any third-party. For example, if Company is sued because of your or your customer’s activity related to the Services, you will pay any damages awarded against Company, its employees, directors, partners, representatives and affiliates, plus all costs and attorney’s fees.

 

Miscellaneous Provisions

 

Company and you agree that, except as otherwise expressly provided in this Agreement, the Order Form(s) or the terms and conditions of use of any third party software products, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or your customers. THIS AGREEMENT IS MADE UNDER AND WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON (EXCEPT THAT BODY OF LAW CONTROLLING CONFLICTS OF LAW) AND SPECIFICALLY EXCLUDING FROM APPLICATION TO THIS AGREEMENT THAT LAW KNOWN AS THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE THE STATE AND FEDERAL COURTS IN TEXAS, AND EACH PARTY IRREVOCABLY CONSENTS TO SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. You may not sell, assign or transfer its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of Company, and any attempted assignment or delegation without such consent will be void. Company may assign this Agreement in whole or part. Company also may delegate the performance of certain Services to third parties. All notices, demands, requests or other communications required or permitted under this Agreement shall be deemed given when delivered personally, sent by facsimile upon confirmation, sent and received by return receipt email, or upon receipt of delivery of overnight mail. You and Company are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between you and Company. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. To the extent any portion of these Agreement is determined to be unenforceable by a court of competent jurisdiction, such unenforceability shall not invalidate this Agreement as a whole, but only that specific portion held to be unenforceable, and all other terms and conditions contained in this Agreement will remain in full force and effect. All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations will survive the termination or expiration of the Agreement.

Contact Us.

For further information or to contact us with questions, concerns, or comments, you may email us at [email protected]. Although Company will, in most circumstances, be able to receive your email or other information provided through the Website, Company does not guarantee that it will receive all such email or other information timely and accurately. Company will not be legally obligated to read, act on, or respond to any such email or other information.