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1.
Introduction.
This document sets
forth the principles, guidelines and requirements of the Terms of Service
of NetPro Solutions Inc., a Toronto, Ontario based company (the
"Company") governing the use by the customer ("Customer") of Company's
services and products ("Services and Products"). These Terms of Service have been
created to promote the integrity, security, reliability and privacy of
Company's facilities, network, and Customer data contained within. The Company believes it provides the best
services in the industry, and provides the following policies in the best
interests of the Company and the Company's clients. The Company
retains the right to modify these Terms of Service at any time and any
such modification shall be automatically effective as to all customers
when adopted by Company. Company shall be the sole and final arbiter as
the the interpretation of the following. By utilizing the Company's
services and products, the Customer agrees to be bound by the terms herein
outlined.
Questions or
comments regarding this document should be forwarded to the Company at the
following addresses:
support@netprotime.com
info@netprotime.com
2.
Compliance With Law.
Customer shall not
post, transmit, re-transmit or store material on or through any of
Services or Products which, in the sole judgment of the Company (i) is in
violation of any local, provincial, federal or non-Canada law or
regulation, (ii) is threatening, obscene, indecent, defamatory or that
otherwise could adversely affect any individual, group or entity
(collectively, "Persons") or (iii) violates the rights of any person,
including rights protected by copyright, trade secret, patent or other
intellectual property or similar laws or regulations including, but not
limited to, the installation or distribution of "pirated" or other
software products that are not appropriately licensed for use by Customer.
The Customer agrees to indemnify and hold harmless the Company from any
claims resulting from the use of the services which damages the Customer or any other
party. Customer shall be responsible for determining what laws or
regulations are applicable to its use of the Services and Products.
3.
Prohibited Uses of Services and Products.
In addition to the
other requirements of these Terms of Service, Customer may only use the
Services and Products in a manner that, in the Company's sole judgment, is
consistent with the purposes of such Services and Products. If Customer is unsure of whether
any contemplated use or action is permitted, please contact the Company as
provided above. By way of example, and not limitation, uses described
below of the Services and Products are expressly prohibited.
3.1
General.
3.1.1
Resale of Services and Products, without the prior written consent
of Company.
3.1.2
Pornography and pornographic related merchandising are
prohibited under all the Company's services. This includes sites that
include links to pornographic content elsewhere. Further examples of
unacceptable content or links include pirated software, "hacker" programs,
archives of "Warez Sites", game rooms or MUDs, Chat Rooms, IRC Bots, Egg
Drop programs, any kind of illegal software or shareware.
3.1.2 Deceptive on-line
marketing practices.
3.1.3
Violations of the rights of any Person protected by copyright,
trade secret, patent or other intellectual property or similar laws or
regulations, including, but not limited to, the installation or
distribution of "pirated" or other software products that are not
appropriately licensed for use by Customer.
3.1.4
Actions that restrict or inhibit any Person, whether a customer of
Company or otherwise, in its use or enjoyment of any of the Company's
Services or Products.
3.2
System and Network.
3.2.1
Introduction of malicious programs into the Company's network or
server (e.g., viruses and worms).
3.2.2
Effecting security breaches or disruptions of Internet
communication. Security breaches include, but are not limited to,
accessing data of which Customer is not an intended recipient or logging
into a server or account that Customer is not expressly authorized to
access. For purposes of this Section 3.2.2., "disruption" includes, but is
not limited to, port scans, flood
pings, packet spoofing and forged routing information.
3.2.3
Executing any form of network monitoring which will intercept data
not intended for the Customer's server.
3.2.4
Circumventing user authentication or security of any host, network
or account.
3.2.5
Interfering with or denying service to any user other than
Customer's host (for example, denial of service attack).
3.2.6 Using any
program/script/command, or sending messages of any kind, designed to
interfere with, or to disable, a user's terminal session, via any means,
locally or via the Internet.
3.2.7 Creating an "active"
full time connection on a Company-provided account by using artificial
means involving software, programming or any other method.
3.2.8
Any attempt to circumvent or alter monitoring, bandwidth tracking
or utilization reporting, or other actions which have the effect of
complicating the normal operational procedures of the Company, including
but not limited to altering, removing or in any way modifying or tampering
with Company created log files.
3.2.9
Any action which the Company determines, in its own judgment, will
reflect poorly on the Company or negatively impact its operations.
3.2.10
Any action which the Company deems to be an unacceptable use of
resources, business practice or otherwise unacceptable to the
Company.
3.3
Billing.
3.3.1
Furnishing false or incorrect data on the order form, contract or
online application, including fraudulent use of credit card numbers.
3.3.2 Attempting to
circumvent or alter the processes any billing procedures or procedures to
measure time, bandwidth utilization, or other methods to document "use" of
the Company's Services and Products.
3.4
Mail.
3.4.1
Sending unsolicited commercial email messages (UCE), including the
sending of "junk mail" or other advertising material to individuals who
did not specifically request such material, who were not previous
customers of Customer or with whom Customer does not have an existing
business relationship ("email spam").
3.4.2
Sending UCE referencing an email address for any domain
hosted by the Company;
3.4.3
Sending UCE referencing a domain hosted by the Company;
3.4.4
Sending UCE referencing an IP address hosted by the Company;
3.4.5
Posting advertisements on IRC, ICQ, or any other public chat
system;
3.4.6
The Company will be
the sole arbiter as to what constitutes a violation of these
provisions.
3.4.2
Harassment, whether through language, frequency or size of
messages.
3.4.3
Unauthorized use, or forging, of mail header information.
3.4.4 Solicitations of mail
for any other E-mail address other than that of the poster's account or
service with the intent to harass or to collect replies.
3.4.5 Creating or forwarding
"chain letters" or other "pyramid schemes" of any type.
3.4.6
Use of unsolicited
email originating from within the Company's network or networks of other Internet Service Providers
on behalf of, or to advertise, any service hosted by the Company, or
connected via the Company's network.
3.4.7
Activities deemed to be
unsolicited marketing efforts or otherwise harassing in any
way.
Customer will be charged a minimum $500.00 service
charge for each instance of verifiable UCE that is reported to the Company
and faces account suspension and/or termination, as well as further
penalties.
3.5
Usenet Newsgroups.
3.5.1 Posting the same or
similar messages to large numbers of Usenet newsgroup ("Newsgroup
spams").
3.5.2 Posting chain letters of any
type.
3.5.3 Posting encoded binary files to
newsgroups not specifically named for that purpose.
3.5.4 Cancellation or superseding of
posts other than your own.
3.5.5 Forging of header information.
3.5.6 Solicitations of mail for any other
E-mail address other than that of the poster's account or service, with intent to harass or
to collect replies.
3.5.7
Use of unsolicited E-mail originating from within the Company's
network or networks of other Internet Service Providers on behalf of, or
to advertise, any service hosted by the Company, or connected via the
Company's network.
4.
Unlimited Plan
In addition to the other terms of this agreement which
apply to all plans, the Unlimited plan, by its nature, is subject to a
number of differing and/or additional terms.
The Company provides the unlimited space and unlimited
transfer in good faith to our Customers so that they may create their
Websites without the fear of running over their Web space or Web traffic
allocation. While most Customers will use the extra Web space and traffic
for their legitimate Web site needs, we recognize that others may try to
take advantage of our offer and use the space and traffic in ways for
which it is not intended. In the best interests of our Customers and in an
effort to maintain the integrity of our service, the following common
sense rules will apply:
4.1.1
Customer's site must use and store only the information and data
that relates to the Website, at the IP address provided by the
Company.
4.1.2
Customer may not resell or give away Web space under a domain name,
nor may Customer build Websites that house "sub domain" Websites on behalf
of other companies, groups or individuals unless you are a Company
reseller, abiding by the Company's Reseller rules. Customers who wish to
resell the Company's Web space should utilize the Company's Reseller
Program;
4.1.3
Customer may not use Customer's Website to store Web pages, files
or data for other IP addresses or domain names, nor may Customer use its
Website as a repository for file, data or "Warez group" download
transfers. The Company
reserves the right to make this determination, in its sole and
absolute discretion;
4.1.4
Customer may not use its Website as a storage area for files that
are not linked to Customer's Web pages. That is, the unlimited space and
unlimited traffic are provided for User's Website, not for Customer's
personal file storage;
4.1.5
The Company's "unlimited traffic and storage" offer is to
provide the Company's customers with storage space and bandwidth for
active Web pages and cannot be used as a "storage space" for electronic
files. An example of sites that fall under "electronic storage" are large
archives of images, compressed files, movies, or sound files. The
Company permits up to 15
megabytes of archive storage, e.g. avi or wav files, images, compressed
files, shareware, games, programs, etc.. All HTML pages MUST be linked to
files (HTML, .jpg, .gif, etc.) stored on Company's server and vice
versa.
4.1.6
The Company does
not permit sites in the
Unlimited Plan where 20% or more of the monthly traffic is from file
downloads, or sites that use more than 10% of system resources, or sites
which in the Company's view are detrimental to the enjoyment of the
Company services by the
Company's other clients, or are in the sole and final judgment of the
Company, detrimental to network or business operations.
4.1.7
CGI/PERL chat, JAVA chat or any other chat scripts are also
not allowed and are considered an abuse of unlimited bandwidth. Any
CGI/PERL, JAVA or any other scripts that consume large amounts of CPU
usage or memory are also not permitted.
4.1.8
Real Audio/Video is permitted for clients who have elected
and ordered the Company's Real Audio/Video package. All Real Audio/Video packages have
traffic and data storage measured and metered independently from Web
hosting plans. All Real content must be stored on the designated Real
server.
The Company may take whatever steps necessary to provide
its services, and to provide for the enjoyment of such services by all of
the Company clients, and to
ensure that certain clients do not utilize services to the detriment of
other clients. Customers with Websites that do not comply with these
simple rules, or who seek to take advantage of the Company unlimited storage or traffic plan
in any other way, will, at the discretion of the Company , have their
sites canceled and/or removed from the servers and have service charges
assessed at the discretion of the Company .
The Company will
be the sole and final arbiter as to Websites or usages of resources that
constitute violation or intent to violate our policies. Those Customers
found in violation of these policies are subject to a $500.00 service
charge for each instance of violation, exclusive of charges for the
bandwidth and/or other resources utilized. Websites which the Company must suspend or cancel due to violation
of these rules are not eligible to receive a refund under the Company's 30 money back
guarantee, and are subject to charges for bandwidth and usage of resources
at twice the standard rate for such resources. Acceptance of these Terms
of Services, and/or use of Company's services constitutes an acceptance of
any fines, penalties or service charges which might arise out of violation
of these policies.
Terms and Termination
4.2
Customer has 30 days from date of account setup to be
eligible for a refund. Canceled accounts will be charged for the services including the month of the cancellation (the 30 day period).
All refunds requested with a "valid complaint" will
receive a refund of the charged periods.
What constitutes a "valid
complaint" shall be determined by the Company in its sole and absolute
discretion. All refunds requested with a "valid complaint" will be reviewed and charges related to the closing accounts maybe will apply. For closing Web hosting and/or Domain Transfer services charges of $ 25.00 maybe will apply.
4.3
By submitting a credit card on the order form, Customer
agrees to authorize all recurring charges to the account and any other
balances incurred due to overages of limits, additions of extras to the
account, service charges and/or any other fees.
4.4
Customer will not receive a refund for any setup fees or any
fees other than the monthly recurring hosting fees.
4.5
Customer will not receive a refund for any other reason,
including but not limited to: late cancellation, slow connection caused by
Customer's ISP/network, Customer's ignorance, InterNIC delays, account
termination for violation of policies.
4.6
The
Company reserves the
right to terminate this agreement, and to delete the Website from its
hardware, immediately upon the occurrence of any of the following events:
4.6.1
Non payment of any charges due from Customer;
4.6.2
Breach of any term or condition of this agreement by
Customer;
4.6.3
Commencement of any lawsuit or proceeding against Customer
arising from or relating to its use of the Website, whether or not such
suit names the Company as a party or seeks and recovery from the Company .
4.7
Customer will not receive a refund for prepayment for design & development for Web site. Customer agrees to indemnify and hold the Company harmless from any lawsuit, claim, charge, or expense, including any attorney fees and costs of defense, for any matter arising from or relating to Customer's Website provided hereunder.
4.8
Payment for any charges is due upon the date of the
invoice. All payments must be
in Canadian Dollars. Accounts which have balances outstanding shall be deemed
to be in default and subject to termination of service. Any charge that is not paid within
thirty (30) days from the date of the invoice shall be subject to an
interest rate of 1.5% per month, or the maximum allowed by law.
If payment is provided by cheque: For any returned cheque extra
administration charge of $50.00 will apply. Customer
shall be responsible for all costs of collection, including reasonable
attorney's fees and court costs, in event of a default for nonpayment of
any amounts due the Company .
6.
Indemnification of Provider/Relationship of Parties
Customer agrees to indemnify and hold the Company harmless from any lawsuit, claim,
charge, or expense, including any attorney fees and costs of
defense, for any matter arising from or relating to Customer's Website
provided hereunder.
Nothing contained herein shall be deemed to create a
relationship between the Company
and Customer in the nature of a partnership, joint venture,
editor/publisher or otherwise. Both parties acknowledge and agree that the
Company has no interaction with the
data or substance of Customer's Website, except as necessary to maintain
the Website and/or in case where Customer use the Company Design & Development services.
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Material Provided to The Company by The Customer in order to maintain and/or Design & Develope Customer's Web site:
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Customer agrees
a: That the material will not infringe upon any statutory copyright;
b: That Copyrights and Ownership: Any image, graphics, sound, music, custom coding or scripts, text and any other material supplied by the Customer to The Company. will remain the property of it's owner, whether it's the Client's or a 3rd party. The Company assumes, that any items or materials supplied by the Customer, for it's web pages or Website, are legally and lawfully obtained by the Customer. The Customer shall assume all the legal rights and responsibilities of obtaining any materials that it supplies to The Company for it's webpages. The Customer shall be held repressible for any unlawfully obtain materials and related fees, it supplies to The Company for it's webpages. This would include, but not limited to; legal fees, court fees, lawyer fees, copyright violation fees, and all fees that would apply from a copyright infringement lawsuit. All The Company logo's, designs, images, and trademarks are copyright The Company.
c: Changes to, and Submitting Text: All text that is to be place onto the Customer's Web Pages can be submitted to the Company on Floppy disk, CD-Rom, DVD or Emailed to the Company, or made available to the Company by means of the Internet or World Wide Web. The Company accepts all submited material as a final versions. The proper way and the formats of the material need to be discussed and agreed based on every case. The Company can accept all suitable Web formats. We are not responsible for the conversion but it could be subject to an extra agreement.
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Web Site Maintenance Services:
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a) Maintenance after Web site launch ( Warranty work )
Maintenance after web site launch means that within the first month ( 30 days ) after the launch of the web site, NetPro Solutions Inc. will perform warranty work to correct bugs, spelling errors, perform minor cosmetic/text corrections or changes that are "very" minor (1 hr. change) that may have resulted from errors overlooked by the Client or NetPro Solutions Inc.
b) Maintenance due to changing needs ( Website Maintenance Contract )
NetPro Solutions Inc. offers Website Maintenance Contracts at a reduced cost for website changes. Customers who have Website Maintenance Contracts must agree to the contract for chosen period* ( must be paid in advance - NetPro Solutions Inc. issues no refunds for cancellation of the subscriptions.
Maintenance due to changing needs may include minor or major changes to the website. Major changes include a new project of additional pages, and additional information/graphics, and redesign that affect the entire site. It may include major rewording of pages and changes to graphics due to changing needs. Major changes that affect the entire website will require a new contract agreement. Minor changes are changes that do not affect the entire website.
*NetPro Solutions Inc. offers monthly, annual or bi-annual Website Maintenance Contracts.
c) Maintenance due to changing needs ( Website Maintenance/changes per request )
NetPro Solutions Inc. offers Website Maintenance ( No Contract ) Services at a regular cost for website changes started from $ 45.00/hr.
d) Website Maintenance/Changes/Web Site Operation and Third Party Services
It does not guarantee that the operation of the clients web site will be uninterrupted or error-free as does not guarantee work of any third party software or services. The entire risk as to the quality and performance of the Web site and pages therein is with the client. In no event will NetPro Solutions Inc. be liable to Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate.
7.
Security/Software
Customer agrees to take all steps reasonable, necessary,
and prudent to protect Customer's login ID and password.
Customer agrees not to attempt to undermine or cause
harm to any server, software, system or customer of the Company.
Customer agrees to maintain Customers' computing
equipment responsibly, including running virus software.
Uploading a virus to a Company server will result in account
termination, service charges and/or prosecution.
Customer acknowledges that the Company cannot provide technical support for any
software and/or script that the Customer installs, other than variable
name changes. Customer also acknowledges that the Company does not supply technical support for
the third party software. The Company supplies technical support for Web
hosting issues and by The Company custome made software only. The Company
shall be the sole arbiter as to what constitutes a "Web host"
issue.
8.
Violation
Any attempt to undermine or cause harm to the
Company server or another
customer's Web presence is strictly prohibited. Any violation of the above
Terms of Service will result in grounds for account termination, with no
refunds given; the Company reserves
the right to remove any account without prior notice. Violation of these
Terms of Service may result in legal action, service charges or a
combination thereof.
9.
Refusal of Service
The Company
reserves the right to refuse or cancel service in its sole
discretion with no refunds.
If any of these Terms of Service are failed to be
followed it will result in grounds for immediate account deactivation.
10.
Disclaimer
EXCEPT AS SPECIFICALLY SET FORTH IN THESE STANDARD
APPLICABLE POLICIES, COMPANY
MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SERVICES
PROVIDED, AND THE COMPANY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. THIS INCLUDES LOSS OF DATA, WHETHER RESULTING FROM
DELAYS, ON DELIVERIES, WRONG DELIVERY, AND ANY AND ALL SERVICE
INTERRUPTIONS CAUSED BY THE COMPANY
AND ITS EMPLOYEES OR OTHER CAUSES.
THE SOLE CUMULATIVE LIABILITY OF COMPANY FOR ALL CLAIMS MADE BY CUSTOMER,
OR ANY OTHER PARTY, REGARDLESS OF FORM, INCLUDING ANY CAUSE OF ACTION
BASED ON CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL
AMOUNT OF ALL FEES AND CHARGES PAID TO THE COMPANY BY THE CUSTOMER.
The Company reserves the right to revise or change these
Terms of Service at any time.
This Agreement shall be governed in all respects under
the laws of the Province of Ontario applicable to contracts made, accepted
and performed wholly in Ontario, without application to principles of
conflict of laws, and Customer and the Company agree that the sole venue and
jurisdiction for any disputes arising from this Agreement shall be the
appropriate federal or provincial court located in the Province of Ontario.
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