Last modified Dec 2021

Web Hosting - Terms of Service

The following terms of service (these "Terms of Service" or this "Agreement" or this "Service Agreement") govern the provision by Un1teee (hereinafter "Un1teee" or "We" or "Us") to the customer executing this offline transaction or online transaction ("Customer" or "Client"), of the products and services described in (i) the Proposal, Order Form, Invoice, or Sales Receipt submitted in connection with this offline transaction or online transaction (the "Order Form"), (ii) the Service Level Agreement (as in effect from time to time and set forth on Un1teee's website, the "SLA") governing the Customer's limited right to recover certain service credits and (iii) Un1teee's technical support descriptions (collectively clauses (i) through (iii), the "Products and Services"). These Terms of Service shall be effective as of the date that Customer executes its offline transaction or online transaction and thereby accepts these Terms of Services (the "Effective Date"). These Terms of Service hereby incorporate by reference the SLA, Un1teee's Web Hosting Acceptable Usage Policy (as in effect from time to time as set forth on Un1teee's website, the "AUP") and the Order Form each of which is made a part of these Terms of Service and collectively referred to herein as the Agreement. Customer's use of Un1teee's website, Un1teee Network, and the Products and Services is also subject to Customer's acceptance and compliance with these Terms of Service, the AUP, the SLA and the Order Form. Capitalized terms used herein without being defined herein shall have the meaning ascribed to such capitalized term in the SLA or AUP, as applicable.

PLEASE READ THIS AGREEMENT CAREFULLY. This is a binding agreement between Customer and Un1teee and includes automatic renewal terms. By submitting an Order Form online or paying an invoice for Products and Services or by using Products and Services, Customer hereby agrees to the terms and conditions of the Agreement. THIS AGREEMENT AFFECTS YOUR LEGAL RIGHTS. PARAGRAPH 11 REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

1. Changes to this Agreement

From time to time, Un1teee may change this Agreement. Un1teee will provide you with notice of material changes via the e-mail address associated with the Customer's account, and by posting online at https://www.un1teee.com/web-terms-of-service/. It is your responsibility to check for any such notices. Your continued subscription to and payment for Un1teee's services after the effective date of the change constitutes your acceptance of such changes. Un1teee is not making any representation regarding the availability of any Product or Service, which may be changed of discontinued.

2. Services and Monthly Commitments

Un1teee agrees to provide the Products and Services in accordance with the pricing, terms and conditions of this Agreement beginning on the Effective Date. Un1teee may perform additional technical, supplemental, or professional services (Additional Products and Services) for Customer at either Un1teee's published pricing rates or at rates mutually agreed to in writing between Customer and Un1teee. Also, Un1teee may perform remedial services as provided for in the AUP at the pricing set forth therein and without obtaining Customer's consent in advance.

3. Term and Renewal

Unless Customer agrees to a one-year term or unless otherwise stated in an Order Form or any service description, the initial term ("Initial Term") of this Agreement shall be month-to-month, (A) commencing on the Effective Date and shall automatically renew on the monthly anniversary date (date of initial signup), for successive one-month periods unless cancelled or terminated earlier pursuant to the express terms of this Agreement or (B) in the case of a one-year term, each yearly anniversary of the Effective Date for successive one-year periods unless cancelled or terminated earlier pursuant to the express terms of this Agreement (in each case, a "Renewal Period"). Customer agrees to be bound by the service term selected on the Order Form or via applicable promotional codes. Un1teee may cancel or elect not to renew the Products and Services for any reason or no reason at all by delivering to Customer a written notice of non-renewal at least five (5) days prior to the expiration of the Initial Term or the then-current Renewal Period, as applicable.

4. Domain Names

Un1teee does not offer domain name registration services.

5. Customer Cancellation or Non-Renewal

In order to cancel or elect not to renew any Product or Service, Customer must send an email to [email protected] with the desired cancelation date. All account cancellations must be received in the above manner at least five (5) days in advance of the date of renewal. Accounts cancelled with less than five (5) days notice shall be cancelled at the end of the next term and shall be charged accordingly. When a cancellation request is made, Un1teee will immediately remove all configuration information as well as all contents of the account on the date of the next renewal of the account. Customer may request immediate cancellation if so desired. Un1teee will remove all files.

CUSTOMER ACKNOWLEDGES AND AGREES THAT ALL PRODUCTS AND SERVICES SHALL CONTINUE TO RENEW AND CUSTOMER WILL CONTINUE TO BE BILLED FOR ALL PRODUCTS AND SERVICES UNLESS CUSTOMER CANCELS THE PRODUCTS AND SERVICES AS PROVIDED IN THIS SECTION.

6. Termination

Un1teee may immediately terminate this Agreement at any time, and without liability, upon the occurrence of any of the following events ("Un1teee Termination"): (i) Customer's failure to pay any amount due hereunder or (ii) Customer's material breach or violation of any provision of this Agreement (other than such violations set forth in clauses (iii), (iv) and (v) below) that is not cured within twenty-four (24) hours of Customer's receipt of written notice from Un1teee referencing such breach or violation; (iii) Customer ceasing to do business in the normal course, becoming or being declared insolvent or bankrupt, being the subject of any proceeding relating to liquidation or insolvency which is not dismissed within ninety (90) calendar days, or making an assignment for the benefit of its creditors; (iv) Customer's violation of the AUP or the Privacy Policy; or (v) Un1teee determines in its sole discretion that Customer engages in any business or conduct which is unethical, illegal or could subject Un1teee to liability, embarrassment or cause damage to Un1teee's business or reputation (vi) Customer exhibits abusive behavior towards Un1teee representatives via phone or online communication. Un1teee determines in its sole discretion what behavior is considered abusive and subject to immediate termination. In such events listed above Un1teee shall have no obligation to refund any funds paid in advance by customer.

Customer may terminate this Agreement with respect to all, and not less than all, of the Products and Services without liability (except for Charges due through the effective date of such termination) upon the occurrence of a material breach by Un1teee of its obligations to provide the Products and Services according to the terms of this Agreement that is not cured within fifteen (15) business days after written notice from Customer describing such breach in detail is received by Un1teee ("Customer Termination"). In the event of a Customer Termination, Customer shall pay (1) all outstanding amounts payable through the effective date of such termination and (2) if the Products and Services include software for which Un1teee does not then provide general customer support, Customer shall pay to Un1teee an amount equal to Un1teee's cost of such software for the entire Initial Term and any applicable Renewal Periods. If Customer terminates this Agreement for any reason other than a Customer Termination, Customer shall pay to Un1teee an amount equal to all unpaid Charges through the effective date of such termination and (A) in the case of any Product and Service subscribed for on a month-to-month basis, all Charges for the Products and Services through the remainder of the Initial Term or the then-current Renewal Term, as applicable and (B) in the case of any Product and Service subscribed for other than on a month-to-month basis, all Charges for the Products and Services through the remainder of the Initial Term or the then-current Renewal Term, as applicable, calculated based upon the then-current Minimum Monthly Commitment payable by Customer upon the date of termination. CUSTOMER ACKNOWLEDGES THAT CUSTOMER WILL NOT BE ENTITLED TO ANY REFUND OR CREDIT IN THE EVENT THAT ANY PRODUCT OR SERVICE THAT IS PROVIDED ON THE BASIS OF A ONE-YEAR TERM IS TERMINATED, WITH OR WITHOUT CAUSE, PRIOR TO THE EXPIRATION OF THE ONE-YEAR TERM. CUSTOMER HEREBY WAIVES ALL RIGHTS TO ANY SUCH REFUND OR CREDIT.

Upon termination of this Agreement, Un1teee and Customer shall have no obligations to each other, except as provided for in this Agreement. Upon termination of this Agreement, Customer shall (i) pay all Charges and other amounts due and owing to Un1teee under these Terms of Service, (ii) immediately remove from Un1teee's premises all property owned by Customer, including, but not limited to, immediately removing all of Customer's data from Un1teee Network (including all servers owned or operated by Un1teee), and (iii) return to Un1teee all software, access keys, and any other property provided to Customer by Un1teee under this Agreement. Any physical property of Customer not removed from Un1teee's premises within forty-five (45) days after such termination shall become the property of Un1teee, which may, among other things, dispose of such property without the payment of any compensation to Customer. Sections 8, 9, and 11 shall survive the expiration, cancellation, or termination of this Agreement for any reason.

7. Payment

Customer agrees to pay all charges, fees, penalties, early cancellation charges, reconnection fees, service interruption fees, installation fees and other amounts due under this Agreement (collectively "Charges") in US dollars. Each Customer that is a California resident agrees to pay all taxes applicable to its account. Except as otherwise provided for herein, all Charges for the Products and Services, and for any additional services described herein, shall be invoiced to the Customer and paid in advance of the Initial Term and each Renewal Term (but may include any applicable pro-rated amounts for partial months of for Products and Services provided on a month-to-month basis) and shall be due and payable upon receipt. Any additional one-time charges, including early cancellation charges, accrued interest, late fees, service reinstatement fees, and any usage-based charges (installation or set-up fees) shall be invoiced in arrears and appear on either regular monthly invoices or separate invoices. Server rental charges are incurred immediately at signup and are prorated by three (3) days to allow for server provisioning and delivery. Customer also shall pay to Un1teee all expenses incurred by Un1teee in exercising any of its rights under this Agreement or applicable law with respect to the collection of a payment default, including attorneys' fees, court costs, and collection agency fees. If Customer fails to pay any past due amount within five (5) days after written notice by Un1teee is given to Customer, Un1teee may suspend performance under this Agreement and if such past due amounts remain unpaid for an additional five (5) days thereafter, Un1teee may terminate this Agreement. Un1teee may charge interest on any invoice amounts that are overdue by more than ten (10) days at the lesser of (a) 1.5% per month or (b) the maximum non-usurious rate under applicable law. Customer shall be deemed to have accepted as conclusively accurate any invoice that it has not disputed in a writing delivered to Un1teee within sixty (60) days of the invoice date. Customer may withhold the disputed portions of payments that are properly and timely disputed hereunder as long as it timely pays all undisputed charges that are outstanding. The parties shall work together in good faith to resolve any such disputed charge. In the event that this Agreement is terminated by Un1teee for any reason constituting "Un1teee Termination" (as defined above) or by Customer for any reason other than "Customer Termination" (as defined above), all Charges under the Agreement, including all remaining monthly or yearly fees due for the remaining portion of the Initial Term and each applicable Renewal Period, shall accelerate and are immediately due and payable. All set-up fees, monthly service fees and usage fees are non-refundable. Customer shall not be entitled to any refunds or credits, pro-rated or otherwise, in the event of early termination of this Agreement by Un1teee according to the terms herein.

8. Indemnification

Customer agrees to indemnify and hold harmless Un1teee, its subsidiaries, their affiliates and each of their respective directors, officers, employees, shareholders and agents (each an "Indemnified Party") against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, "Losses") to which an Indemnified Party may become subject and which Losses arise out of, or relate to the Agreement, Customer's use of the Products and Services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright, patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys' fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Losses, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.

9. Disclaimers; Limitation on Company Liability.

9.1 LIMITATION ON LIABILITY. UN1TEEE, ITS AGENTS, EMPLOYEES, VENDORS, AND SUBCONTRACTORS SHALL NOT BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS OR LOSS OF REVENUE RESULTING FROM THE USE OF THE PRODUCTS AND SERVICES BY THE CUSTOMER OR ANY THIRD PARTIES OR ANY FAILURE OF THE PRODUCTS AND SERVICES OR (ii) ANY LOSS OF DATA OR CORRUPTION OF DATA, INCLUDING LOSS OF DATA RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES, SERVICE INTERRUPTIONS, FAILURE OF UN1TEEE NETWORK, RECLAMATION OF SERVERS BY UN1TEEE, FAILURE OF SERVERS, THE RELOADING OF AN OPERATING SYSTEM OR OTHER SOFTWARE ON A SERVER OR THE NEGLIGENCE OF UN1TEEE. CUSTOMER IS SOLELY RESPONSIBLE FOR SAFEGUARDING, BACKING UP AND ARCHIVING ALL DATA OWNED, CONTROLLED OR TRANSMITTED BY CUSTOMER THAT RESIDES ON UN1TEEE NETWORK OR ANY SERVER OWNED OR OPERATED BY UN1TEEE. IN NO EVENT SHALL UN1TEEE'S AGGREGATE LIABILITY FOR ANY CLAIM UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT PAID BY CUSTOMER TO UN1TEEE IN THE BILLING CYCLE IMMEDIATELY PRECEDING SUCH CLAIM. UN1TEEE PROVIDES ALL PRODUCTS AND SERVICES "AS IS," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE PRODUCTS AND SERVICES AND UN1TEEE SHALL HAVE NO LIABILITY THEREFORE. NO CLAIM MAY BE ASSERTED BY CUSTOMER AGAINST UN1TEEE MORE THAN TWO (2) YEARS FOLLOWING THE DATE OF THE EVENT THAT UNDERLIES ANY SUCH CLAIM. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF A SERVICE CREDIT AS PROVIDED FOR IN THE SLA CONSTITUTES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND UN1TEEE'S SOLE AND EXCLUSIVE LIABILITY, FOR ANY FAILURE OF UN1TEEE NETWORK, UN1TEEE HARDWARE OR UN1TEEE INFRASTRUCTURE OR THE FAILURE BY UN1TEEE TO PROVIDE CUSTOMER WITH THE PRODUCTS AND SERVICES OR MANAGED HOSTING SERVICES PURCHASED BY CUSTOMER IN ACCORDANCE WITH THIS AGREEMENT WHICH RESULTS FROM A QUALIFIED NETWORK DOWNTIME EVENT OR ANY OTHER QUALIFIED DOWNTIME EVENT.

9.2 Beta/Early Access Disclaimer. As part of its' business model, Un1teee is constantly developing new and innovative Products and Services. From time to time, Un1teee will offer such newly developed Products and Services (sometimes referred to as test, beta, pilot, early access, experimental, pre-release, limited release, developer preview, etc.). In the event that Customer uses any such Products and Services, such use shall only be for testing purposes, and not for actual production. Except as expressly stated otherwise in writing, such Products and Services are provided "as is", and are provided without any warranty, indemnifications or other responsibility or liability on the part of Un1teee. Such Products and Services, in many cases, have not been fully developed or tested, and may have flaws and vulnerabilities. Un1teee accepts no liability for any harm or damage arising out of or in connection with Customer's use of such Products and Services and Customer's use of such Products and Services in a production environment is not recommended and would be at Customer's sole risk. Un1teee may discontinue or modify such Products and Services at any time in its sole discretion.

10. Miscellaneous Terms

a. Bandwidth. Customer agrees that bandwidth usage shall not exceed the number of Gigabytes per month for the Products and Services ordered by Customer on the Order Form (the "Agreed Usage") without overage fees and/or penalties occurring. Un1teee will monitor Customer's bandwidth and reserves the right to take corrective action if Customer's bandwidth exceeds the Agreed Usage. Such corrective action may include the assessment of additional charges, disconnection or discontinuance of any and all Products and Services, or termination of these Terms of Service, which actions may be taken by Un1teee in its sole and absolute discretion. If Un1teee takes any corrective action under these Terms of Service, Customer shall not be entitled to a refund of any fees paid in advance prior to such action. Bandwidth usage is measured on a monthly basis with the server start date serving as the beginning of the monthly bandwidth measuring cycle. Only outgoing traffic is counted and applied towards the Agreed Usage. In the event that Customer exceeds the Agreed Usage, Un1teee may, at its sole discretion, collect overage fees, in the amount of $0.05 per GB from Customer, or to the extent that Customer has a credit card on file with Un1teee, apply such charge against Customer's credit card. Data transfer in excess of the Agreed Usage shall be automatically billed to Customer. Unused Agreed Usage or bandwidth allocations cannot be carried over to future months or applied to other servers.

Customer consents to Un1teee's use of Customer's name and logo during the term of service solely to identify Customer as a client of Un1teee.

b. Notices. Unless otherwise specified herein, all notices, requests and other communications hereunder shall be sufficiently given if in writing and delivered personally or sent by facsimile transmission, internationally recognized overnight courier, or registered or certified mail (return receipt requested) to the address or facsimile number of Customer listed in Un1teee's records or if to Un1teee then to the address set forth below. Such notices or other communications shall be deemed to have been given (a) on the date delivered (if delivered personally), (b) on the date that return confirmation is received (if sent by facsimile), (c) on the business day after being sent by an internationally recognized overnight air courier, or (c) five days after being sent (if sent by registered or certified mail).

Un1teee
Attn: Legal Department
1336 N Moorpark Rd, Ste 188
Thousand Oaks, CA 91360
[email protected]

c. Waiver. It is agreed that no waiver by any party hereto of any breach or default of any of the covenants or agreements herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or default.

d. Severability. If one or more of the provisions contained in this Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected.

e. Force Majeure. Neither party shall lose any rights hereunder or be liable to the other party for damages or losses on account of failure of performance by the defaulting party if the failure is occasioned by any occurrence or contingency beyond its reasonable control, including war, strike, fire, Act of God, earthquake, flood, lockout, embargo, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the nonperforming party; provided that such party shall use commercially reasonable efforts to promptly mitigate any damages or losses.

f. Non-Solicitation. During the term of this Agreement and for twelve (12) months following termination of this Agreement, Customer agrees that it shall not solicit for employment with Customer (or with any other party) any employee of Un1teee or interfere in the employment relationship between Un1teee and any of its employees with whom Customer has had contact in connection with this Agreement.

g. Ownership. (i) Un1teee shall be the sole owner of all intellectual property, and all derivatives thereof, that Un1teee may develop in the course of providing the Products and Services. Each party to this Agreement retains exclusive ownership and rights in its trade secrets, inventions, copyrights, and other intellectual property. Upon termination of the Agreement, Customer agrees to promptly release any Internet protocol numbers, addresses, or address blocks assigned to Customer in connection with the Products and Services. (ii) Un1teee employs an application programing interface (API) for Customers' use in the consumption and management of Un1teee Products and Services. Any APIs are licensed to the Customer, are revocable and are non-exclusive for the Term for Customer's use solely in managing or exchanging data with the Products and Services, and subject to the terms, conditions and restrictions applicable to the Products and Services. If Un1teee provides software for Customer to install on Customer's equipment, or on other Customer or third party operated equipment, such software is licensed on a non-exclusive, limited term and revocable basis, for Customer's use solely in connection with the Products and Services, subject to the terms, conditions and restrictions applicable to Un1teee technology generally.

h. Customer Hardware. Un1teee acknowledges and agrees that the hardware provided by Customer to Un1teee to be used in connection with any Products and Services (the "Customer Hardware") is the property of Customer and shall be tagged and identified as such. Un1teee shall not pledge, hypothecate or otherwise encumber the Customer Hardware in any way and upon demand by Customer shall surrender the Customer Hardware to Customer, unless Customer fails to remove such Customer Hardware as provided for in Section 4 above.

i. Third-Party Beneficiaries. There shall be no third party beneficiaries to the Agreement, including customers, employees, agents, or insurers.

j. Assignment. This Agreement shall not be assignable by Customer without Un1teee's prior written consent. Un1teee may assign the Agreement in whole or in part upon written notice to Customer. This Agreement shall be binding upon and accrue to the benefit of any permitted assignee, and any such assignee shall agree to perform the obligations of the assignor.

11. Alternative Dispute Resolution

ANY SUIT CONTROVERSY OR CLAIM ARISING OUT OF (OR RELATING TO THE PRODUCT AND/OR THIS MCA WILL BE REFERRED TO MANDATORY NONBINDING MEDIATION. THE PARTIES SHALL SPLIT THE COSTS OF THE MEDIATOR. THE MEDIATION SHALL BE CONDUCTED IN THE STATE OF DELAWARE BY A MEDIATOR MUTUALLY AGREEABLE TO THE PARTIES SELECTED FROM THE LIST OF CERTIFIED MEDIATORS MAINTAINED BY THE DELAWARE SUPERIOR COURT.  A REPRESENTATIVE OF THE PARTY WHO HAS AUTHORITY TO NEGOTIATE AND SETTLE THE MATTER MAY APPEAR TELEPHONICALLY.

a. Severability. If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of this Agreement remaining in full force and effect.

b. Notices. Unless otherwise provided, notices to the Parties will be in writing to the address indicated above and deemed effective when received by U.S. mail by first class, express mail, or by electronic means.

c. Survival. The terms of this Section 11 shall otherwise survive any termination of these Terms of Service. Each party shall bear its own respective costs, expenses, and attorneys’ fees in any litigation or arbitration proceeding between them arising out of this Agreement.