By and between The Western Association of Advanced Systems 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 written confirmation of the order 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, the amount of disk space and mailbox slots 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. It has been allocated to you and therefore can't be rented to anyone else.
- 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 (only from the US InterNIC) 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 http://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 our web interface at http://portal.waasi.net/. Customers are required to use this system. It allows us 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
technical operation of your account. Technical support personnel are not
webmasters nor page developers. They can't give advice or help with site
development or HTML issues. Questions about graphic creation, publicizing and
search engine placement also cannot be addressed. These questions are best
addressed by a site development firm. We will refer you to a site developer if
you request one. 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.
Stock scripts and other software provided by WAASI are provided for
customer convenience only. WAASI makes no claim as to
the fitness of these scripts and software for any particular
purpose or need. The customer is free to modify stock scripts placed within their
account to meet their needs. Such modification will be at customer expense.
WAASI support staff will not customize scripts or programs to meet customer
- 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
hosting computer such as your local system or a system on your local network. Technical support personnel will
not spend time diagnosing problems with servers or computers other than our 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
- 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
- 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
- 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
- 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
- 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
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 our site hosting
services are managed and there are limits on traffic to each site. This management assures
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
- 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.
- DEDICATED SERVERS
Dedicated servers are leased on the
basis of the computer hardware, redundant bandwidth, redundant AC power, and
cabinet space are part of the lease as well as the maintenance of same. 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
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 Customers 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" systems
administration skills. WAASI will run diagnostics on the computer hardware
and replace any defective hardware at no charge to Customer. 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 makes changes to security settings,
WAASI makes No Guarantee whatsoever that
your 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. They will immediately notify our support department of the new password. Support 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. It is customer 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.
WAASI reserves the right to immediately terminate any server
account that abuses the above support policy.
IRC (Internet Relay Chat) software is not
allowed on any server.
Rental starts when the server is activated
for use. Any server uses rack and port space in our facilities that can
only be rented to one customer at a time. Server rental starts the day the
server is activated for use (the day "customer" receives the
activation notice). Rental stops when you notify WAASI to turn the
server off. In plain English, it's just like renting a house.
Rental starts when you receive the keys, not when you move in your
Reboots: 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 get one FREE manual reboot per month. Past
this point 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. You may host only domains that you own.
You may not host domains for other companies or persons. You may not rent,
lease or allow others to use services on your 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 their 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 we host. DNS cannot be used for domains hosted elsewhere. Those customers
with DNS services on their dedicated servers leased from us may not use DNS to
point traffic to a competitive hosting service.
- SHOPPING CART SOFTWARE
IN NO EVENT SHALL THE AUTHORS OR DISTRIBUTORS
BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF ANY SHOPPING CART SOFTWARE,
ITS DOCUMENTATION, OR ANY DERIVATIVES THEREOF, EVEN IF THE AUTHORS HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE AUTHORS AND DISTRIBUTORS SPECIFICALLY DISCLAIM ANY WARRANTIES, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS SOFTWARE IS PROVIDED ON
AN "AS IS" BASIS, AND THE AUTHORS AND DISTRIBUTORS HAVE NO
OBLIGATION TO PROVIDE MAINTENANCE, SUPPORT, UPDATES, ENHANCEMENTS, OR
WAASI will refund any money paid
for a shopping cart solution we
provide, less setup fees, under the following condition: Customer must notify WAASI within thirty (30)
days of the order date of the shopping cart that they desire a refund. The
customer must then stop using the cart software. Continued use past the date
when refund notice is given will be construed as customers acceptance of the
shopping cart product.
- ENTIRE AGREEMENT
This agreement sets forth the entire agreement
and understanding between the parties and merges all prior discussion between them.
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 http://www.waasi.net/tos/hosting-agreement.php.
- 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.