By and between Western Association of Advanced System Integrators, Inc. (“WAASI”), and any customer and/or their representative purchasing WAASI hosting services (“Customer”).
In consideration of the mutual covenants herein, the parties agree to the following, which shall apply during the term of this agreement:
- “Plan” means (1) Proposals for offering various service options to be provided by WAASI; (2) Rental of disk space, email accounts, and service options included with Plan; and (3) “Plans” does not include the use of WAASI’s trademarks.
- “Customer” means an end user who is utilizing services provided by WAASI.
- “Service” means (1) the activation of any Plan; (2) the operation of the Plan to provide access, storage, and use by Customer.
- “Account” means the Plan selected by Customer and the Service associated with it.
- All prices for Plans provided by WAASI to Customer are in US dollars.
- Customer shall be responsible for paying all taxes of any nature which become due with regard to WAASI services, except for taxes on WAASI’s income, irrespective of which party may be responsible for reporting or collecting such taxes.
- ORDER ACCEPTANCE, PAYMENT
- All orders are subject to acceptance by WAASI. An order will be deemed accepted by WAASI when access to the Service is sent to Customer. WAASI may refuse to accept any order, or delay acceptance pending fulfillment of conditions WAASI may choose to impose. Such refusal or such conditions may not be unreasonable, however, and WAASI agrees to provide Customer with reasonable notice via Email or fax of any intent to delay or decline the acceptance of any order.
- Payment and Terms:
Payment shall be made in US dollars to WAASI into the account designated by WAASI, or as may otherwise be agreed in writing by the parties. Payments are due upon Account activation and future renewal. If due to bank charges, transfer fees, or the like, WAASI should receive less than its invoice amount, WAASI will re-invoice Customer for the shortfall. Should payment in full of any invoice (aside from such shortfalls) not be received by WAASI on activation or on the renewal date, WAASI may impose a commercial finance charge amounting to one and one half percent (1.5%) of the overdue balance for each month or fraction thereof the overdue amount remains unpaid. In the event that any amount remains unpaid fifteen (15) days after Account activation or renewal, WAASI may discontinue, withhold, or suspend services to Customer to whom such unpaid amounts relate. If it is suspected, through a Merchant Services or WAASI inquiry, that a payment received for Account activation or renewal is fraudulent, WAASI may discontinue services immediately.
- Rental starts on Account activation:
Our systems are managed very closely for disk space, processor and memory usage. We will make every effort to make sure that each Customer gets their fair share of system resources. When each Account is activated, Services ordered are set aside solely for the use of that Customer. Therefore, rental starts at the time of Account activation. You will be billed from the activation date forward regardless of whether you use the space or not.
- DUTIES OF WAASI
- This part of the Agreement applies to the purchase from WAASI of a Service selected by Customer on the Order Form. WAASI reserves the right to modify its network and facilities used to provide the Service for purposes including but not limited to accommodating evolving technology and increased network demand, and providing enhanced services. WAASI shall use reasonable efforts to notify Customer of any planned changes to WAASI’s network or facilities that may adversely affect the Service provided.
- Domain Name Registration:
- WAASI may acquire, on request, an Internet Domain Name from a top-level registrar on behalf of the Customer. In doing so the Customer hereby waives, any and all claims which it may have against WAASI for any loss, damage, claim or expense arising out of, or in relation to, the registration of such Domain Name in any on-line or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of services by WAASI for any reason. Any costs of WAASI in obtaining or maintaining a domain name for Customer or its customers shall be paid in advance to WAASI by Customer. All fees are non-refundable, in whole or in part, even if Customer’s domain name registration is suspended, canceled or transferred prior to the end of Customer’s then current registration term.
- Cancellation; Reinstatement:
In the event of a charge-back by a credit card company (or similar action by another payment provider allowed by WAASI) in connection with the payments of the registration fee for Customer’s domain name registration, Customer agrees and acknowledges that the domain name registration shall be transferred to WAASI as the paying entity for that registration to the registry and that we reserve all rights regarding such domain name including, without limitation, the right to make the domain name available to other parties for purchase. WAASI will reinstate Customer’s domain name registration solely at WAASI’s discretion, and subject to our receipt of the initial registration or renewal fee and our then-current reinstatement fee.
- Additional requirements are imposed by the Registrar and their Registration Agreement is incorporated herein.
- RULES AND REGULATIONS
WAASI may impose reasonable rules and regulations regarding the use of its services from time to time. This information is posted on the Internet at https://www.waasi.net/tos/policy.php.
- LIMITATION OF WAASI’s OBLIGATIONS AND LIABILITY
- WAASI will utilize its best efforts to maintain acceptable performance of Service, but WAASI makes absolutely no warranties whatsoever, express or implied, including warranty of merchantability or fitness for a particular purpose. WAASI cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via its system or via the Internet. WAASI will not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted or received or stored on its system. WAASI shall not be liable to Customer for any claims or damages which may be suffered by Customer including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non-deliveries, or service interruptions whether or not caused by the fault or negligence of WAASI.
- Backup and restore:
We perform backups of site data regularly using the scheduled backup tool which is located inside your website’s control panel. You or a person you have given access in this area of your control panel has the ability to change or delete it. Changing or deleting this backup from the schedule will remove our ability to restore your site internally. We highly recommend that you backup your complete site regularly, using the Backup Now tool in your website’s control panel, and keep a copy of it on a computer at your home or office. We will restore from our scheduled backup if you erase or damage your files and you will be charged the current rate listed, per incident.
- WAASI may discontinue servicing any Plan, or may require fulfillment of conditions WAASI may choose to impose as a prerequisite for continuing to service any Plan. Such discontinuation or requirement may not be unreasonable, however, and WAASI agrees to provide Customer with reasonable notice via Email or fax of any such intent to discontinue or impose conditions, provided, however, that the discontinuation of service was not requested by our upstream providers.
- Services provided by WAASI to Customer shall be deemed accepted for all purposes thirty days after activation or renewal for such services, if no written claim or objection regarding such services has been received by WAASI within the 30-day period. No claim related to such accepted services shall be raised.
- WAASI’s liability to Customer, and any end user of any Plan or other WAASI services is limited to the amount paid to and received by WAASI for Services accepted. In no event shall WAASI be liable to Customer, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if WAASI has been advised of the possibility of such damage.
- Customer will take all necessary measures to preclude WAASI from being made a party to any lawsuit or claim regarding WAASI services provided to any Customer or end user. Customer hereby agrees to indemnify and hold harmless WAASI from any and all claims of whatever nature brought by anyone in excess of the remedy set forth in paragraph 6(D).
- Technical Support:
Technical support is available through WAASI’s web interface at https://portal.waasi.net/. Customers are encouraged to use it because it allows WAASI to track and better service Customer needs.
- HTML & SCRIPT ISSUES
Technical Support is provided as part of your hosting package. Technical support is limited to issues relating to the web server and server software. Technical support staff will not provide troubleshooting or customization of scripts. They will provide details about the version of PHP or Perl used, as examples, and paths to libraries, etc. If you request help with scripts we will assign a developer to your case and you will be charged the current rate listed for such work.
- OFF-SITE Support
Technical Support does not include off-site support. Off-site support would be problems or configuration with any computer other than the web server, such as your local system or a system on your local network. Technical support personnel will not diagnose problems with servers or computers other than WAASI’s own.
- PROPERTY RIGHTS
WAASI owns all right, title and interest in WAASI’s trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of Plans and of the hardware and software systems and resources necessary to provide the individual service elements of which they consist. This agreement does not constitute a license to Customer to use WAASI’s trade names or service marks. The use by Customer of the other property rights mentioned here is authorized only for the purpose of maintaining Customer’s web site.
Customer acknowledges that by reason of its relationship with WAASI hereunder, it may have access to certain information and materials relating to WAASI’s business, plans, customers, software technology, and marketing strategies that is confidential and of substantial value to WAASI, which value would be impaired if such information were disclosed to third parties. Customer agrees that it will not use in any way for its own Account nor for the Account of any third party, nor disclose to any third party, any such information revealed to it by WAASI. Customer further agrees that it will take every reasonable precaution to protect the confidentiality of such information. In the event of termination of this agreement, there shall be no use or disclosure by the Customer of any such confidential information in its possession, and all confidential materials shall be returned to WAASI or destroyed. The provisions of this section shall survive the termination of the agreement for any reason. Upon any breach or threatened breach of this section, WAASI shall be entitled to injunctive relief, which relief shall not be contested by Customer.
- RELATIONSHIP OF THE PARTIES
The relationship between WAASI and Customer is that of vendor and vendee. This document is a commercial contract, not a consumer agreement. This document is in accordance with the Uniform Commercial Code of the United States, not consumer law.
The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices) and other than the injunctive relief referred to in paragraph 10 shall be subject to arbitration upon written demand of either party. Arbitration shall take place in Newport, Washington, or at another location if the parties so agree. The arbitration shall take place before an arbitration panel chosen as follows: The parties shall each choose an arbitrator, and the two arbitrators shall choose a third arbitrator and determine the third arbitrator’s compensation. Each party shall have one veto over the choice of the third arbitrator. The three arbitrators shall schedule an informal proceeding, hear the arguments, and decide the matter by secret majority vote. Each party shall pay the costs of its own arbitrator, and shall pay half of the other costs of the arbitration proceeding. Each party shall have the right to have the proceedings transcribed. The arbitrators shall not have the authority to award punitive damages or any other form of relief not contemplated in the contract. The majority of arbitrators shall render a written opinion setting forth the basis on which they arrived at the decision regarding each issue submitted to arbitration; the dissenting arbitrator, if any, shall not issue a dissenting opinion. Regarding each issue submitted to arbitration, the decision shall be final and binding only to the extent it is accompanied by a written explanation of the basis upon which it was arrived at. Judgment upon the award, if any, rendered by the arbitrators may be entered in any court having jurisdiction thereof. Should any legal action permissible under this agreement be instituted to enforce the terms and conditions of this agreement, in particular the right to collect money due on unpaid invoices, the prevailing party shall be entitled to recover reasonable attorney’s fees and expenses incurred at both the trial and appellate levels.
- TERM, TERMINATION
This agreement shall run in accordance with the term of the initial order. It shall be automatically renewed on a regular basis in accordance with the term of the initial order or subsequent change to that term unless terminated in one of the following ways:
- By Customer, or by WAASI (either party) with twenty (20) days prior notice to the date of account closure.
- By WAASI, upon twenty (20) days’ notice, if Customer breaches any material and substantial provision of this agreement.
- By WAASI, immediately upon giving written notice to Customer, in the event that
- Any bank draft or check delivered by Customer to WAASI in payment for Plan is returned unpaid and Customer fails to remedy such nonpayment within five business days;
- Customer becomes more than fifteen (15) days in arrears in payment of its Account with WAASI, as specified on invoice sent to Customer by WAASI;
- There are instituted bankruptcy or insolvency proceedings against Customer, which are not vacated within sixty (60) days from the date of filing;
- Customer institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency, or customer goes into receivership; or
- Customer makes an assignment of all or part of its assets for the benefit of creditors.
- By WAASI immediately without notice,
- If Customer attempts to assign all or any part of this Agreement without WAASI’s prior written approval;
- If Customer or Account is in violation of any part of section 17 below.
- By WAASI immediately if due to complaints from, or at the request of WAASI’s upstream providers.
- Customer violates any section of use policy.
- By WAASI immediately, if Customer fails to inform WAASI in writing immediately on the happening of any event specified in this section;
- By Customer, immediately upon giving written notice to WAASI, if
- There are instituted bankruptcy or insolvency proceedings against WAASI, which are not vacated within sixty (60) days from the date of filing;
- WAASI institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency;
- WAASI makes an assignment of all or part of its assets for the benefit of creditors; or
- WAASI fails to inform Customer in writing immediately on the happening of any event specified in this section.
- The provisions of paragraph survive any termination of this agreement.
Customer’s rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of WAASI, which consent shall not be unreasonably refused.
- PARTIAL INVALIDITY
If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. WAASI and Customer agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.
- APPLICABLE LAW, JURISDICTIONAL MATTERS
This agreement takes effect when accepted by WAASI in Washington. It is to be governed by and construed under the laws of the State of Washington and the United States of America. The federal and state courts of the State of Washington shall have exclusive jurisdiction to adjudicate any non-arbitral dispute arising out of this agreement. Customer hereby expressly consents to (1) the jurisdiction of the courts of Washington and (2) service of process being effective upon it by registered mail sent to the address set forth on the Domain Registration Order, as may be changed from time to time by written notice actually received by WAASI. To the extent permissible by the law of Customer’s jurisdiction, Customer waives any requirement that service of process or of any documents be made upon it pursuant to the provisions of the Hague Convention.
Except with respect to service of process as set forth in paragraph 14, all notices may be sent by email, fax, or express mail to the email address, fax number, or address most recently provided and will be effective upon transmission. Evidence of successful transmission shall be retained.
It is understood that there are limits on traffic to each site under WAASI’s hosting services. Limits assure that all Accounts receive their fair-share of bandwidth and are robust when visited. Customers exceeding the limits, in any one month, are required to move to a Virtual Server or Dedicated Server account. This assures that this account as well as other sites on the same server do not starve for bandwidth and resources.
- USE POLICY
WAASI reserves the right to deactivate or cancel any Account without notice if the Account is in violation of any of the below, or due to complaints from, or at the request of WAASI’s upstream backbone providers.
WAASI reserves the right to refuse service to anyone under the Uniform Commercial Code of the United States.
- Accounts shall not be used to store or disseminate obscene or pornographic material.
- Accounts shall not be used for gambling or any other practice deemed illegal by the laws of the US Federal Government.
- Accounts shall not be used to store or disseminate material of a threatening or slanderous nature.
- Accounts shall not be used to host Warez type sites. (Hacking information, illegal credit card activity, etc.)
- Accounts shall not be used for spamming. (i.e. Large volumes of unwanted email sent to others no matter if the spam mail came from WAASI servers or not) Spamming users from elsewhere and directing them to a site on our servers is not allowed. Spamming is prohibited in any form!
- No Account will be allowed to overload or consume bandwidth or server resources to the point where other Accounts starve for these resources.
- Customer may not continuously use disk space over and above the plan allotment, without first notifying WAASI that additional disk space is needed.
- Customer may not advertise another hosting service from their site. This includes but is not limited to banner ads, email or site links. Customer may not advertise hosting services of a WAASI competitor in any manner.
- IRC (Internet Relay Chat) software is not allowed on any hosting account or dedicated server.
- SOFTWARE INSTALLED BY CUSTOMER
Customer is responsible for the selection, use and compatibility of software not provided by WAASI. If software not provided by WAASI impairs Customer’s use of the Services, Customer is nonetheless liable for payment for Services. If WAASI notifies Customer that the software not provided by WAASI is causing or is likely to cause hazard, interference, or service obstruction, Customer must eliminate the hazard, interference, or service obstruction. WAASI may suspend the provision of Service until the hazard, interference, or service obstruction is corrected. If requested by Customer, WAASI may, at its then-current rates, assist Customer with resolving technical difficulties caused by software not provided by WAASI. If any changes in Service cause software not provided by WAASI to become obsolete, require modification or alteration, or otherwise affect performance of such software, Customer, not WAASI, is responsible for modifying, altering or replacing the software.
- DEDICATED SERVERS
Dedicated servers are leased on the basis of the computer hardware, redundant bandwidth, redundant AC power, and cabinet space as well as maintenance of the same. Rental starts when the server is activated for use. In the event of a dedicated server hardware failure, the faulty hardware will be replaced at no charge to Customer.
Configuration of any software beyond the initial install including but not limited to operating systems, web servers, mail servers, FTP servers and statistical servers are not part of the lease agreement. Servers are configured so that all normal features found on an Internet server are configured and working when the server is delivered. The server is pre-tested of such items to assure that they are working properly. Any additional or custom applications or changes in the configuration are the responsibility of the customer. Customer makes system configuration changes and adds additional applications at their own risk and expense.
WAASI has no control over what Customer loads on the server after delivery or how Customer configures the server therefore WAASI offers no technical support of any software on the server. All support of any software or problem with the Customer’s system configuration are the Customer’s responsibility. Since Customer is leasing a server it is assumed that Customer has operational knowledge of the system and “best practice” system administration skills. If the server becomes non-operational or requires software re-configuration, reloading or troubleshooting, the current rate listed will be charged for the time required to make the server functional or to correct problems.
WAASI will not diagnose problems with Customer’s personal scripts or other programs including databases or web pages, images or operating system as part of the server rental. WAASI will assign a technician to assist Customer in correcting software problems with Customer’s server. However, Customer will be charged the current rate listed for the time spent on such projects. Since customer has full administrator access and control of their server and can neglect or choose to install service packs or make changes to security settings, WAASI makes no guarantee whatsoever that Customer’s server is secure or that data stored on that server is safe.
Dedicated Server operators are free to change the access password to their server, however, Customer will notify WAASI’s support department of the new password in order to receive technical support. WAASI may need to make emergency hardware repairs and must have the password on-hand so that a graceful shutdown of the system can be accomplished.
Service packs and updates:
The server is delivered to the customer with current service packs. If you choose to have WAASI manage your server, occasional software updates will be required to address security or performance issues. Otherwise, it is Customer’s responsibility to keep the server current with the latest service packs. If your server has the Interworx control panel, updates will be downloaded and installed automatically. Usually you will experience little or no downtime during updates, but we cannot guarantee a specific amount of time in all situations. If Customer chooses managed service on a dedicated server, only WAASI personnel will have full root access. WAASI reserves the right to immediately terminate any server account that abuses this policy.
The configuration that is delivered to you has been tested and is very stable. You are free to modify the server configuration with your own software or your own configuration. However, if your configuration makes the machine lock up to the point where it cannot be rebooted remotely, it will have to be rebooted manually at the machine. You will be charged the current rate listed for each manual reboot needed.
- CORPORATE SERVERS:
Corporate customers with dedicated servers observe the following in addition to above. Customers may host only domains that Customer owns. Customer may not host domains for other companies or persons. Customer may not rent, lease or allow others to use services on Customer’s corporate server without prior approval of WAASI. If WAASI does approve of Customer hosting a third party, WAASI has no obligation whatsoever to the third party. Third party may NOT contact WAASI for technical support or any issue relating to the website. WAASI reserves the right to rescind at any time with 20 days notice.
- DNS SERVICES
DNS services will be used only for accounts that WAASI hosts. DNS cannot be used for domains hosted elsewhere. Customers with DNS services on their dedicated servers leased from WAASI may not use DNS to point traffic to a competitive hosting service.
- ENTIRE AGREEMENT
This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them.
WAASI may make changes to this agreement upon thirty (30) days’ notice to Customer, advising of the change and the effective date thereof. If WAASI is not contacted within ten (10) days regarding the change, this shall constitute acceptance by Customer of such change(s). Otherwise, this agreement may not be modified except by the consent of both parties. WAASI will make this contract available to Customer twenty-four (24) hours per day, seven (7) days per week, on the Web at https://www.waasi.net/terms-and-conditions/hosting-agreement/.
- CONFIRMATION OF ACCEPTANCE
Use of Account shall constitute acceptance of this Agreement. A link to this contract is provided with every activation notice. You are legally bound to the “terms of the contract” entered into by you or your authorized agent or representative.