Solarus agrees to provide the service described in this Agreement (the "Service") to the undersigned Customer, subject to the terms and conditions set forth in this Agreement.
1.1
Solarus shall provide Customer with the Service, which
consists of data storage on Solarus’ web server facilities
and related hardware and software to host Customer’s website
content, all as more fully described on the Specifications
Attachment attached to this Agreement. Customer’s text,
files, graphics, and other electronic information placed
on Solarus' web servers by Customer is referred to in this
Agreement as “Customer’s website.”
1.2
Customer shall access Customer’s website solely through
the Internet. Customer’s access to Customer’s website via
the Internet is subject to separate agreements with either
Solarus or other Internet access providers. Customer is
responsible for obtaining its own Internet conductivity
to access Solarus' facilities, and for all costs of such
conductivity. Customer is solely responsible for all hardware
and software Customer may need to access, administer and
maintain Customer’s website.
1.3
Customer is solely responsible for all content on Customer’s
website, including any content or materials of a third
party that Customer permits or enables to be posted on
or accessed through Customer’s website. Customer is also
solely responsible for the creation, posting, updating
and maintenance of all content on Customer’s website, and
management and editorial control of Customer’s website’s
content. Solarus assumes no responsibility for reviewing
Customer’s content prior to Customer’s posting it on Customer’s
website. Customer will provide content for Customer’s website
in a form requiring no additional manipulation by Solarus.
Solarus shall make no effort to validate Customer’s content’s
compatibility with the website.
1.4
Customer shall be solely responsible for obtaining, registering,
and the appropriate use of all domain names used by Customer.
Provided that Customer’s domain name does not violate any
domain name registrar’s policies, or any laws or regulations,
Solarus agrees to host Customer’s domain or domains during
the term of this Agreement and, in no event, shall Solarus
acquire any ownership, right, interest or title in the
Customer’s domain name. Customer’s inability to use a domain
name shall not entitle Customer to a refund from Solarus
of any fees paid under this Agreement. Any Internet protocol
addresses or other network numbers assigned by Solarus
to Customer shall remain the property of Solarus and Solarus
reserves the right to reassign or reissue any Internet
protocol addresses to others.
1.5
Customer agrees not to use any bandwidth or storage space
in excess of the amount provided under this Agreement.
If Customer’s usage exceeds allowed bandwidth or storage
space, Solarus may, in its sole discretion, charge Customer
for excess bandwidth or storage space at its rates then
in effect, suspend the performance of Service, or terminate
this Agreement. Customer shall not be entitled to a refund
of any unused prepaid fees in the event of such suspension
or termination.
1.6
Customer is solely responsible for handling, processing
and filling any requests for goods or services generated
by Customer’s website, and shall be solely responsible
for properly addressing Customer inquiries or complaints
arising from or related to Customer’s website. Customer
shall indemnify and hold Solarus harmless from any claims
of third parties arising in any way from any person’s use
of Customer’s website. Customer agrees to pay or cause
to be paid all taxes and fees applicable to its website
and any business transacted through Customer’s website.
1.7
Customer acknowledges that Solarus provides the Service
on an unregulated basis, and that tariffs of Solarus’ affiliates
do not apply to the Service.
1.8
Unused time under any time-sensitive Service Plan shall
be forfeited.
1.9
Solarus does not, and cannot, control the content, quality
or accuracy of information available over the Internet.
1.10
Solarus reserves the right to change any Service offered
or the features of any Service offered or its system without
prior notice, including changes to access and use procedures
and system hardware and software.
1.11
USE OF THE SERVICE AND THE INTERNET IN GENERAL IS AT CUSTOMER’S
SOLE RISK. SOLARUS DOES NOT WARRANT THAT THE SERVICE PROVIDED
WILL BE UNINTERRUPTED, ERROR FREE, FREE FROM AUTHORIZED
INTRUSION, UNINTENDED LOSS OR CORRUPTION OF FILES OR DATA,
OR VIRUSES, OR THAT SOLARUS' SERVICE OR SYSTEMS WILL MEET
ANY PARTICULAR CRITERIA. SERVICE IS PROVIDED ON A “AS IS”
“AS AVAILABLE” BASIS. SEE THE DISCLAIMERS OF WARRANTIES
AT SECTION 8.
2.1
Customer shall cause the Service to be used solely for
appropriate purposes. Customer is solely responsible for
the use of, and the content of information stored or displayed
on, or transmitted via, the Service. Solarus may access
Customer’s website’s content to enforce Solarus’ rights
under this Agreement, and as necessary to comply with applicable
law or legal process. Solarus may investigate any alleged
violation of the terms of this Agreement, or Solarus’ privacy
policy as in effect from time to time. If Solarus determines
that the Service is used inappropriately by Customer, or
that Customer is permitting anyone else to inappropriately
use the Service, the Service will be interrupted or terminated,
without affecting Customer's obligation to make the payments
called for under this Agreement. Inappropriate use includes:
(a) significant breaches of netiquette, such as "spamming;"
(b) attempts to breach security mechanisms or intercept
transmissions by others;
(c) harassing, intimidating or threatening anyone in any
manner;
(d) any use which infringes on the rights of Solarus or
any third party;
(e) facilitating access to material that Solarus, in its
sole discretion, considers to be unlawful, obscene, inappropriate,
threatening, abusive, libelous, or which encourages conduct
that would constitute a criminal offense, give rise to
civil liability, or otherwise violate any law or regulation;
(f) using Customer’s website for mass software distribution
of any kind;
(g) using Customer’s website for the purpose of circumventing
Solarus’ bandwidth and storage capacity limitations, or
any other restrictions on the use of any facilities or
service of Solarus or its affiliates; and
(h) any use that constitutes sale, assignment, rent, transfer
or distribution of the Service to any other person.
2.2
Solarus will comply with the provisions of the Online Copyright
Infringement Liability Limitation Act (17 U.S.C. § 512)
concerning the removal from its system and blocking of
access to material which infringes on a copyright, as to
which Solarus’ copyright agent receives notification from
the copyright holder and Solarus determines in its sole
discretion that infringement has occurred. The account
of any customer infringing on a copyright may be terminated.
This remedy is in addition to any other remedy available
to Solarus under this agreement or as provided by law.
Solarus’ copyright agent is , who can be reached by mail
at 440 East Grand Avenue Wisconsin Rapids, WI 54494; by
telephone at (715)424-8258, or by email at support@solarus.net.
Any other abuse of Service should be reported to support@solarus.net.
2.3
Solarus is under no obligation to monitor information transmitted
to or from Customer via the Service. If Solarus determines
that any material that it considers objectionable is stored
or referenced on Solarus’ facilities, Solarus reserves
the right to remove such material.
Customer grants Solarus a limited, non-exclusive, royalty-free license to host, reproduce, transmit, cache, store, exhibit, publish, display, distribute, perform, edit, adapt, modify, create derivative works from, and otherwise use Customer’s website’s content, solely as necessary for Solarus to provide Service to Customer.
Customer shall adopt and disclose to users of Customer’s website a policy accurately describing Customer’s collection and use of personal information obtained from or through Customer’s website.
The initial term of this Agreement shall be one month from this Agreement's effective date. Thereafter, this Agreement shall continue from month to month unless terminated: (a) by either Party upon prior written notice, or by verbal notice promptly confirmed in writing, given at least 30 days prior to the end of any monthly term of this Agreement; or (b) by Solarus as otherwise provided in this Agreement.
6.1
Customer shall pay Solarus each month and in advance, by
the 15th of each month, the charges then in effect for
the Service Plan the Customer has selected, as shown on
the Service Plan Attachment to this Agreement. The Attachment
sets out the charges for Service in effect as of the effective
date of this Agreement. Any charges for any partial month
shall be prorated.
6.2
During the term of this Agreement, including any renewal
term, Solarus shall have the right to change the prices
for Service, effective upon 35 days prior notice to Customer.
6.3
Upon Customer's request and for a nominal charge, Solarus
will provide monthly Service usage detail.
6.4
It is Customer’s responsibility to determine whether use
of the Service will cause Customer to incur long distance,
toll or other charges. Solarus is not responsible for any
such charges incurred through Customer’s use of the Service.
7.1
Solarus may terminate this Agreement and discontinue providing
Service to Customer, in addition to any other available
remedies, as provided elsewhere in this Agreement, or if:
(1) any payment due under this Agreement is not made within
10 calendar days after the date payment is due; or (2)
Customer fails to perform any other material obligation
under this Agreement, if such failure to perform is not
remedied within ten (10) days after Customer's receipt
of written notice of such failure to perform; (3) Solarus
is directed by governmental authorities of competent jurisdiction
to discontinue providing Service; or (4) if necessary to
prevent unauthorized use of the Service, provided that
Solarus has given notice reasonable under the circumstances
to Customer.
7.2
Solarus may terminate this Agreement and discontinue providing
Service to Customer upon ten (10) days written notice to
Customer if Solarus determines to completely discontinue
offering web hosting services.
7.3
Upon termination of this Agreement, Customer shall be liable
to Solarus for all charges for Service rendered through
the effective date of termination of this Agreement.
EXCEPT
AS EXPRESSLY STATED IN SECTION 1, ABOVE, Solarus MAKES
NO WARRANTIES OF ANY KIND AND EXPRESSLY DISCLAIMS ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Solarus’ LIABILITY UNDER THIS AGREEMENT OR OTHERWISE IN
RESPECT TO THE SERVICE SHALL NOT EXCEED CHARGES FOR ONE
MONTH'S SERVICE. UNDER NO CIRCUMSTANCES SHALL Solarus OR
ITS STOCKHOLDERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE
TO CUSTOMER, ANY USER OF THE SERVICE, OR TO ANY OTHER PERSON,
FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES.
Customer is solely responsible for the content of Customer’s website and the content of any information transmitted to or from Customer via the Service. Customer shall indemnify and hold harmless Solarus and its stockholders, directors, employees and agents from and against any and all claims, damages, including multiple or punitive damages, liabilities, losses, forfeitures, fines, penalties and expenses, including actual attorneys fees incurred in defense, enforcement of this Agreement, or otherwise, arising from: (1) Customer's use, or misuse, of the Service, (2) the content of Customer’s website or any communications on or through the Service, (3) any damage caused to Solarus’ facilities or equipment by Customer’s operation of the website or the website content, or (4) any actual or alleged violation of the rights of third parties by Customer’s website content, including without limitation, claims of defamation, violation of privacy rights, or infringement of intellectual property rights. This indemnification shall include, but not be limited to, any claims for copyright infringement and any claimed violation of criminal law.
No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of any such right, shall constitute a waiver of that or any other right.
11.1
This Agreement shall be governed by and construed in accordance
with the laws of the State of Wisconsin. This Agreement
and the parties' actions under this Agreement shall comply
with all applicable Federal, State, and local laws, rules,
regulations, court orders, and governmental agency orders.
11.2
Customer agrees that exclusive jurisdiction for any claim
or dispute arising from use of Service resides in the courts
located in the state of Wisconsin. Customer consents to
the personal jurisdiction of the courts located in Vernon
County, Wisconsin as to any claim or dispute arising from
use of the Service.
This Agreement binds, applies to and governs the parties and their respective successors and permitted assigns. Customer shall not assign its interest in this Agreement without the express written consent of Solarus, which consent shall not be unreasonably withheld.
The parties may only modify this Agreement by written agreement, signed by both parties.
Solarus shall not be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by: fire, flood, explosion, war, strike, power blackout, earthquake, volcanic action, water, the elements, embargo, labor dispute, government requirement, civil or military authority; acts of God, nature, or public enemy; inability to secure raw materials, products, or transportation facilities; acts or omission of carriers or suppliers; acts or failure to act of any governmental authority; or any other causes beyond Solarus’ reasonable control, whether or not similar to the foregoing.
This Agreement, including all Attachments, supersedes all prior or contemporaneous agreements or understandings and contains the entire expression of the parties' agreement with respect to the subject matter of this Agreement.
Solarus is the largest independent telephone company in Wisconsin and has delivered innovative telecommunications products to residents and businesses for more than 115 years.
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