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This User Agreement ("Agreement") is an agreement between AdvaHost, INC. ("AdvaHost"), a Pennsylvania corporation, and the party set forth in the related order form ("Customer" or "you") incorporated herein by reference (together with any subsequent order forms submitted by Customer, the "Order Form"), and applies to the purchase of all services ordered by Customer on the Order Form (collectively, the "Services").

PLEASE READ THIS AGREEMENT CAREFULLY.

Acceptable Use Policy. Under this Agreement, Customer shall comply with AdvaHost's then current Acceptable Use Policy ("AUP"), as amended, modified or updated from time to time by AdvaHost, which currently can be viewed under the Legal Details section of this web site, and which is incorporated in this Agreement by reference. Customer hereby acknowledges that it has reviewed the AUP and that the terms of the AUP are incorporated herein by reference. In the event of any inconsistencies between this Agreement and the AUP, the terms of the AUP shall govern. AdvaHost does not intend to systematically monitor the content that is submitted to, stored on or distributed or disseminated by Customer via the Service (the "Customer Content"). Customer Content includes content of Customer's customers and/or users of Customer's website. Accordingly, under this Agreement, you will be responsible for your customers content and activities on your website. Notwithstanding anything to the contrary contained in this Agreement, AdvaHost may immediately take corrective action, including removal of all or a portion of the Customer Content, disconnection or discontinuance of any and all Services, or termination of this Agreement in the event of notice of possible violation by Customer of the AUP. In the event AdvaHost takes corrective action due to a violation of the AUP, AdvaHost shall not refund to Customer any fees paid in advance of such corrective action. Customer hereby agrees that AdvaHost shall have no liability to Customer or any of Customer's customers due to any corrective action that AdvaHost may take (including, without limitation, disconnection of Services).
Term; Termination; Cancellation Policy.
1. The initial term of this Agreement shall be as set forth in the Order Form (the "Initial Term"). The Initial Term shall begin upon commencement of the Services to Customer. After the Initial Term, this Agreement shall automatically renew. ADDITIONALLY AFTER THE INITIAL TERM, YOU ACKNOWLEDGE, AGREE AND AUTHORIZE AdvaHost TO AUTOMATICALLY BILL AND/OR CHARGE ON YOUR CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN THIS SECTION. The Initial Term and all successive renewal periods shall be referred to, collectively, as the "Term".
2. This Agreement may be terminated
  1. by either party by giving the other party thirty (30) days prior written notice subject to a $50.00 early cancellation fee payable by Customer,
  2. by AdvaHost in the event of nonpayment by Customer,
  3. by AdvaHost, at any time, without notice, if, in AdvaHost's sole and absolute discretion and/or judgment, Customer is in violation of any term or condition of the this Agreement and related agreements, AUP, or Customer's use of the Services disrupts or, in AdvaHost's sole and absolute discretion and/or judgment, could disrupt, AdvaHost's business operations and/or
  4. by AdvaHost in accordance with Sections 1, 9, and 10 of this Agreement.
3. If you cancel this Agreement, upon proper notice to AdvaHost, prior to the end of the Initial Term or any Term thereafter,
  1. you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation;
  2. AdvaHost may refund to you all pre-paid fees for basic hosting services for the full months remaining after effectiveness of cancellation (i.e., no partial month fees shall be refunded), less any setup fees and any discount applied for prepayment, provided that, you are not in breach of any terms and conditions of this AUP, User Agreement, Spamming Policy or Domain Policy; and/or
  3. you shall be obligated to pay 100% of all charges for all Services for each month remaining in the Term (other than basic hosting fees as provided in (ii) above. Any cancellation request shall be effective thirty (30) days after receipt by AdvaHost, unless a later date is specified in such request.
4. AdvaHost may terminate this Agreement, without penalty,
  1. if the Services are prohibited by applicable law, or become impractical or unfeasible for any technical, legal or regulatory reason, by giving Customer as much prior notice as reasonably practicable; or
  2. immediately, if AdvaHost determines in good faith that Customer's use of the Customer the Services, the Web site or the Customer Content violates any AdvaHost term or condition, including this AUP, User Agreement, Spamming Policy, or Domain Policy. If AdvaHost cancels this Agreement prior to the end of the Term for your breach of this Agreement and related agreements, including the AUP, User Agreement, Spamming Policy, or Domain Policy or Customer's use of the Services disrupts our network, AdvaHost shall not refund to you any fees paid in advance of such cancellation and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation; further, you shall be obligated to pay 100% of all charges for all Services for each month remaining in the Term and AdvaHost shall have the right to charge you an administrative fee of $50.00.
5. Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. The provisions of Sections 2(e), 3, 4, 8, 10, 11, 13 and 15 of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement. Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which AdvaHost may be entitled.
Customer's Responsibilities.
1. Customer is solely responsible for the quality, performance and all other aspects of the Customer Content and the goods or services provided through the Customer Web site.
2. Customer will cooperate fully with AdvaHost in connection with AdvaHost's performance of the Services. Customer must provide any equipment or software that may be necessary for Customer to use the Services. Delays in Customer's performance of its obligations under this Agreement will extend the time for AdvaHost's performance of its obligations that depend on Customer's performance on a day for day basis. Customer will notify AdvaHost of any change in Customer's mailing address, telephone, e-mail or other contact information.
3. Customer assumes full responsibility for providing end users with any required disclosure or explanation of the various features of the Customer Web site and any goods or services described therein, as well as any rules, terms or conditions of use.
4. Because the Services permit Customer to electronically transmit or upload content directly to the Customer Web site, Customer shall be fully responsible for uploading all content to the Customer Web site and supplementing, modifying and updating the Customer Web site, including all back-ups. Customer is also responsible for ensuring that the Customer Content and all aspects of the Customer Web site are compatible with the hardware and software used by AdvaHost to provide the Services, as the same may be changed by AdvaHost from time to time. Specifications for the hardware and software used by AdvaHost to provide the Services will be available on AdvaHost's Web site. Customer shall periodically access AdvaHost's Web site to determine if AdvaHost has made any changes thereto. AdvaHost shall not be responsible for any damages to the Customer Content, the Customer Web site or other damages or any malfunctions or service interruptions caused by any failure of the Customer Content or any aspect of the Customer Web site to be compatible with the hardware and software used by AdvaHost to provide the Services.
5. Customer is solely responsible for making back-up copies of the Customer Web site and Customer Content.
Customer's Representations and Warranties.
1. Customer hereby represents and warrants to AdvaHost, and agrees that during the Initial Term and any Term thereafter Customer will ensure that:
  1. Customer is the owner or valid licensee of the Customer Content and each element thereof, and Customer has secured all necessary licenses, consents, permissions, waivers and releases for the use of the Customer Content and each element thereof, including without limitation, all trademarks, logos, names and likenesses contained therein, without any obligation by AdvaHost to pay any fees, residuals, guild payments or other compensation of any kind to any Person;
  2. Customer's use, publication and display of the Customer Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any person, including, without limitation, any contractual, statutory or common law right or any "moral right" or similar right however denominated;
  3. Customer will comply with all applicable laws, rules and regulations regarding the Customer Content and the Customer Web site and will use the Customer Web site only for lawful purposes;
  4. Customer has used its best efforts to ensure that the Customer Content is and will at all times remain free of all computer viruses, worms, Trojan horses and other malicious code; and
2. Customer shall be solely responsible for the development, operation and maintenance of Customer's web site, online store and e-commerce activities, for all products and services offered by Customer or appearing online and for all contents and materials appearing online or on Customer's products, including, without limitation
  1. the accuracy and appropriateness of the Customer Content and content and material appearing in its store or on its products,
  2. ensuring that the Customer Content and content and materials appearing in its store or on its products do not violate or infringe upon the rights of any person, and
  3. ensuring that the Customer Content and the content and materials appearing in its store or on its products are not defamatory or otherwise illegal. Customer shall be solely responsible for accepting, processing and filling customer orders and for handling customer inquiries or complaints. Customer shall be solely responsible for the payment or satisfaction of any and all taxes associated with its web site and online store.
3. Customer grants AdvaHost the right to reproduce, copy, use and distribute all and any portion of the Customer Content to the extent needed to provide and operate the Services.
License to AdvaHost. Customer hereby grants to AdvaHost a non-exclusive, royalty-free, worldwide right and license during the Initial Term and any Term thereafter to do the following to the extent necessary in the performance of Services under the Order:
1. digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Customer Content; and
2. make archival or back-up copies of the Customer Content and the Customer Web site.
3. Except for the rights expressly granted above, AdvaHost is not acquiring any right, title or interest in or to the Customer Content, all of which shall remain solely with Customer.
Billing and Payment.
1. Customer will pay to AdvaHost the service fees for the Services in the manner set forth in the Order Form.
2. AdvaHost may increase the Service Fees (i) in the manner permitted in the service description and (ii) at any time on or after expiration of the Initial Term by providing ten (10) days prior written notice thereof to Customer.
3. The Service Fees do not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority with respect to the Services or any software provided hereunder (excluding any tax on AdvaHost's net income). All such taxes will be added to AdvaHost's invoices for the fees as separate charges to be paid by Customer. All fees are fully earned when due and non-refundable when paid.
4. Unless otherwise specified, all fees and related charges shall be due and payable within thirty (30) days after the date of the invoice. If any invoice is not paid within seven (7) days after the date of the invoice, AdvaHost may charge Customer a late fee of $15.00 for such invoice; in addition any amounts payable to AdvaHost not paid when due will bear interest at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less.
5. If AdvaHost collects any payment due at law or through an attorney at law or under advice therefrom or through a collection agency, or if AdvaHost prevails in any action to which the Customer and AdvaHost are parties, Customer will pay all costs of collection, arbitration and litigation, including, without limitation, all court costs and AdvaHost's reasonable attorneys' fees.
6. If any check is returned for insufficient funds AdvaHost may impose a processing charge of $25.00.
7. In the event that any amount due to AdvaHost remains unpaid seven (7) days after such payment is due, AdvaHost, in its sole discretion, may immediately terminate this Agreement, and/or withhold or suspend Services.
8. There may be a $50.00 charge to reinstate accounts that have been suspended or terminated.
9. Wire transfers will be assessed a $30.00 charge.
10. Customer acknowledges and agrees that AdvaHost may pre-charge Customer's fees for the Services to its credit card supplied by Customer during registration for the Initial Term.
11. YOU ACKNOWLEDGE, AGREE AND AUTHORIZE AdvaHost TO AUTOMATICALLY BILL AND/OR CHARGE ON YOUR CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN SECTION 2.
AdvaHost as Reseller or Licensor. AdvaHost is acting only as a reseller or licensor of the hardware, software and equipment used in connection with the products and/or Services that were or are manufactured or provided by a third party ("Non-AdvaHost Product"). AdvaHost shall not be responsible for any changes in the Services that cause the Non-AdvaHost Product to become obsolete, require modification or alteration, or otherwise affect the performance of the Services. Any malfunction or manufacturer's defects of Non-AdvaHost Product either sold, licensed or provided by AdvaHost to Customer or purchased directly by Customer used in connection with the Services will not be deemed a breach of AdvaHost's obligations under this Agreement. Any rights or remedies Customer may have regarding the ownership, licensing, performance or compliance of Non-AdvaHost Product are limited to those rights extended to Customer by the manufacturer of such Non-AdvaHost Product. Customer is entitled to use any Non-AdvaHost Product supplied by AdvaHost only in connection with Customer's permitted use of the Services. Customer shall use its best efforts to protect and keep confidential all intellectual property provided by AdvaHost to Customer through any Non-AdvaHost Product and shall make no attempt to copy, alter, reverse engineer, or tamper with such intellectual property or to use it other than in connection with the Services. Customer shall not resell, transfer, export or re-export any Non-AdvaHost Product, or any technical data derived therefrom, in violation of any applicable United States or foreign law.
Internet Protocol (IP) Address Ownership. If AdvaHost assigns Customer an Internet Protocol ("IP") address for Customer's use, the right to use that IP address shall belong only to AdvaHost, and Customer shall have no right to use that IP address except as permitted by AdvaHost in its sole and absolute discretion in connection with the Services, during the term of this Agreement. AdvaHost shall maintain and control ownership of all Internet Protocol numbers and addresses that may be assigned to Customer by AdvaHost, and AdvaHost reserves the right to change or remove any and all such Internet Protocol numbers and addresses, in its sole and absolute discretion.
Caching. Customer expressly
1. grants to AdvaHost a license to cache the entirety of the Customer Content and Customer's web site, including content supplied by third parties, hosted by AdvaHost under this Agreement and
2. agrees that such caching is not an infringement of any of Customer's intellectual property rights or any third party's intellectual property rights.
CPU Usage. Customer agrees that Customer shall not use excessive amounts of CPU processing on any of AdvaHost's servers. Any violation of this policy may result in corrective action by AdvaHost, including assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement, which actions may be taken in AdvaHost's sole and absolute discretion. If AdvaHost takes any corrective action under this section, Customer shall not be entitled to a refund of any fees paid in advance prior to such action.
Bandwidth and Disk Usage. Customer agrees that bandwidth and disk usage shall not exceed the number of megabytes per month for the Services ordered by Customer on the Order Form (the "Agreed Usage"). AdvaHost will monitor Customer's bandwidth and disk usage. AdvaHost shall have the right to take corrective action if Customer's bandwidth or disk usage exceeds the Agreed Usage. Such corrective action may include the assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement, which actions may be taken in AdvaHost's sole and absolute discretion. If AdvaHost takes any corrective action under this section, Customer shall not be entitled to a refund of any fees paid in advance prior to such action.
Property Rights.
1. AdvaHost hereby grants to Customer a limited, non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use AdvaHost technology, products and services solely for the purpose of accessing and using the Services. Customer may not use AdvaHost's technology for any purpose other than accessing and using the Services. Except for the rights expressly granted above, this Agreement does not transfer from AdvaHost to Customer any AdvaHost technology, and all rights, titles and interests in and to any AdvaHost technology shall remain solely with AdvaHost. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the AdvaHost.
2. AdvaHost owns all right, title and interest in and to the Services and AdvaHost's trade names, trademarks, service marks, inventions, copyrights, trade secrets, patents, know-how and other intellectual property rights relating to the design, function, marketing, promotion, sale and provision of the Services