Your use of Wider Webs Services is subject to the terms and conditions set forth in these Terms of Service (the “Agreement”). This Agreement explains what is allowed when using our Services, the rights you have as a user of our Services, the rights Wider Webs has if you do something that is not allowed when using our Services, and other important terms. This Agreement is a legal contract between Wider Webs LLC (“us,” “we,” or “Wider Webs”) and you (“Subscriber” or “you”). If there is anything here you do not understand, please contact us.
Eligibility, Registration, and Account Security
- The Services are intended solely for users who are eighteen (18) years of age or older. By registering for or using the Services, you represent and warrant that you are 18 years of age or older.
- If you use the Services on behalf of another party, company, or other organization, you represent and warrant that you are authorized to bind such party, company, or organization to this Agreement and to act on behalf of such party, company, or organization with respect to any actions you take in connection with the Services.
- You agree to (i) provide accurate, current, and complete information about yourself and, if applicable, your organization (“Registration Data”) as prompted by the registration forms; (ii) maintain the confidentiality of your password and other information related to the security of your account; (iii) maintain and promptly update the Registration Data and any other information you provide to Wider Webs to keep such information accurate and complete; and (iv) be fully responsible for all use of your account and for any actions that take place through your account.
- You acknowledge and accept that, despite the security measures Wider Webs takes in connection with the Services, Wider Webs’s systems or servers may become compromised, including without limitation, by hackers, internet viruses, worms, or the like. Under such circumstances, Wider Webs may take corrective action as it deems appropriate in its sole discretion and you acknowledge and agree that Wider Webs shall have no liability to you for any damage or loss that you may incur due to such corrective action. Wider Webs reserves the right to audit websites as needed and to perform administrative actions.
We disclaim any representation or warranty that the Services, as offered, comply with the U.S. Health Insurance Portability and Accountability Act (“HIPAA”). You are solely responsible for compliance with all applicable laws governing the privacy and security of personal data, including medical or other sensitive data. You acknowledge that the Services are not appropriate for the storage of sensitive data. Wider Webs does not control or monitor the information or data you store on or transmit through the Services. Storing and permitting access to “Protected Health Information” is a violation of this Agreement and grounds for account termination. Wider Webs does not sign “Business Associate Agreements,” and you agree that Wider Webs is not a Business Associate or subcontractor or agent of yours pursuant to HIPAA. If you have questions about the security of your data, please contact us by phone or email.
Prohibited Persons (Countries, Regions, Entities, and Individuals)
The Services are subject to export control and economic sanctions laws and regulations administered or enforced by the United States Department of Commerce, Department of Treasury’s Office of Foreign Assets Control (“OFAC”), Department of State, and other United States authorities (collectively, “U.S. Trade Laws”). You may not use the Services to export or re-export, or permit the export or re-export, of software or technical data in violation of U.S. Trade Laws. In addition, by using the Services, you represent and warrant that you are not (a) an individual, organization or entity organized or located in a country or territory that is the target of OFAC sanctions (including Cuba, Iran, Syria, Sudan, or North Korea); (b) designated as a Specially Designated National or Blocked Person by OFAC or otherwise owned, controlled, or acting on behalf of such a person; (c) otherwise a prohibited party under U.S. Trade Laws; or (d) engaged in nuclear, missile, chemical, or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license. Unless otherwise provided with explicit written permission, Wider Webs also does not register, and prohibits the use of any of our Services in connection with, any Country-Code Top Level Domain Name (“ccTLD”) for any country or territory that is the target of OFAC sanctions. The obligations under this section shall survive any termination or expiration of this Agreement or your use of the Services.
Wider Webs Content
Except for Subscriber Content (as defined below), all content available through the Services, including designs, text, graphics, images, video, information, software, audio, and other files, and their selection and arrangement, and all software used to provide the Services (collectively, “Wider Webs Content”), are the property of Wider Webs or its licensors. No Wider Webs Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, sold, or exploited for any purpose in any form or by any means, in whole or in part, other than as expressly permitted in this Agreement. You may not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any Wider Webs Content. Any use of the Wider Webs Content other than as specifically authorized herein is prohibited and will automatically terminate your rights with respect to your use of the Services and the Wider Webs Content granted herein. All rights of Wider Webs or its licensors that are not expressly granted in this Agreement are reserved to Wider Webs and its licensors.
- You may be able to upload, store, publish, display, and distribute information, text, photos, emails, and PDF files on or through the Services (collectively, “Subscriber Content”). Subscriber Content includes any content posted by you and users of any of your websites hosted through the Services (“Subscriber Websites”). You are solely responsible for any and all Subscriber Content and any transactions or other activities conducted on or through Subscriber Websites. By posting or distributing Subscriber Content on or through the Services, you represent and warrant to Wider Webs that (i) you have all necessary rights to post or distribute such Subscriber Content, and (ii) your posting or distribution of such Subscriber Content does not infringe or violate the rights of any third party.
- You acknowledge and agree that Wider Webs may, but is not obligated to, monitor Subscriber Content and may immediately take any corrective action in Wider Webs’s sole discretion, including without limitation removal of all or a portion of the Subscriber Content, and suspension or termination of any and all Services without refund of any pre-paid fees. You hereby agree that Wider Webs shall have no liability due to any corrective action that Wider Webs may take, including without limitation suspension or termination of Services.
- You hereby grant to Wider Webs, to the extent necessary to provide the Services, a non-exclusive, royalty-free, worldwide right and license to: (i) use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish, and distribute Subscriber Content and the Subscriber Website; and (ii) make archival or back-up copies of the Subscriber Content and the Subscriber Website. Except for the rights expressly granted above, Wider Webs is not acquiring any right, title or interest in or to the Subscriber Content, all of which shall remain solely with you.
Payment Card Industry Security Standard Disclaimer
Wider Webs complies with the Payment Card Industry Security Standard (“PCI Standard”) in connection with the collection and processing of your data and billing information. However, you are solely responsible for the security of the data and billing information you collect on your Subscriber Website. Wider Webs will not monitor Subscriber Websites for compliance and therefore we are not able to verify whether your Subscriber Website complies with the PCI Standard.
Compliance with Applicable Law
For the purposes of European Directive 95/46/EC, the General Data Protection Regulation (“GDPR”) and any applicable national implementing laws in your jurisdiction, and with respect to your subscribers’ or customers’ personal data, you acknowledge and agree that you are the Controller (as that term is defined in the GDPR) and that we are a Processor (as that term is defined in the GDPR) insofar as you may store personal data through your use of our Services only as permitted and subject to the terms of this Agreement. You also acknowledge and agree that you are responsible for complying with all obligations of a data controller under applicable law (including the GDPR).
To the extent the GDPR applies to you, you represent and warrant that in using our Services, you will clearly describe in writing how you plan to use any personal data collected and you will ensure you have a legitimate legal basis to transfer such personal data to us and that you have the necessary permission to allow us to receive and process such personal data on your behalf.
Additional User Responsibilities
- You will cooperate fully with Wider Webs in connection with Wider Webs’s provision of the Services. It is solely your responsibility to provide any equipment or software that may be necessary for you to use the Services. Delays in your performance of your obligations under this Agreement will extend the time for Wider Webs’s performance of its obligations that depend on your performance.
- You will be solely responsible for ensuring that all Subscriber Content and Subscriber Websites are compatible with the hardware and software used by Wider Webs to provide the Services, which hardware and software may be changed by Wider Webs from time to time in its sole discretion.
- You will be responsible for backing-up all Subscriber Content, including any Subscriber Websites off of Wider Webs’s servers. Wider Webs is not responsible for the loss of any Subscriber Content.
- You will use your best efforts to ensure that the Subscriber Content is and will at all times remain free of all computer viruses, worms, Trojan horses, and other malicious code.
- You will not use the Services in any manner, as determined by Wider Webs in its sole discretion, that:
- Engages in or promotes illegal activity;
- Engages in or promotes behavior that is defamatory, harassing, abusive, or otherwise objectionable;
- Infringes the intellectual property rights or other proprietary rights of any third party;
- Violates the privacy rights or publicity rights of any third party;
- Interferes with the operation of the Services; or
- Violates the terms and conditions of this Agreement.
Third Party Websites
The Services may contain links to other websites that are not owned or controlled by Wider Webs (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties (“Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Services or any Third Party Content posted on or made available through the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of the Third Party Sites or the Third Party Content. If you decide to access the Third Party Sites or to access or use any Third Party Content, you do so at your own risk and our terms and policies do not apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate.
Billing and Payment
- Fees Due. You will pay to Wider Webs all fees for the Services set forth in the registration form presented to you at the time you order the Services and for all fees for subsequent Renewal Periods at the time of renewal.
- Price Increases. Wider Webs may increase the fees for the Services at any time one (1) year after your first registration for the Services or after the expiration of the Initial Term by providing thirty (30) days prior notice to you. Notice may be in the form of (i) notices and updates provided through the Subscriber billing tool provided as part of the Services, (ii) email, or (iii) notices and updates otherwise provided through the Services. It is your responsibility to periodically review billing-related information provided by us through your account on our website or sent to you by email. If Subscriber does not agree to any such pricing change, Subscriber may cancel the Services within thirty (30) days from the date of the notice; otherwise all such changes shall be effective, and Subscriber agrees that Wider Webs is authorized to charge the payment method provided by Subscriber for any new fee on the next monthly or annual (as applicable) payment cycle.
- Taxes. The advertised fees do not include any applicable sales, use, revenue, excise, or other taxes imposed by any taxing authority with respect to the Services provided hereunder. All such taxes may be added to Wider Webs’s invoices for the fees as separate charges to be paid by you. All fees are non-refundable when paid except as otherwise provided herein.
- Automatic Renewals. By purchasing the Services, you agree to allow Wider Webs to place your account on a recurring payment plan. The account will automatically be re-billed according to the term length of the Services you select. For Services with term lengths of three (3) months or longer, Wider Webs shall provide notice of the upcoming charge to Subscriber no later than thirty (30) days prior to the payment date for each Renewal Period. This notification will be sent to the contact email address on file for the account. In the case of insufficient funds to charge such amount, we will attempt to collect at a partial term quantity (not changing your current term) to avoid an interruption in the Services. Unless you disable the automatic renewal option, we will automatically renew the Services up to fifteen (15) days before your renewal date and will take payment from the payment method we have on file.
- Add-On Services. If you purchase certain add-on services from Wider Webs, you may be required to apply the Service to a specific domain name to begin using the Service. Wider Webs is not responsible if you fail to apply an add-on to a domain name and will not provide refunds for any purchased but unused Services.
- Failure to Pay. If you fail to pay the fees due, we may suspend or terminate your Services and pursue the collection costs incurred by Wider Webs, including without limitation, any arbitration and legal fees and Wider Webs’s reasonable attorneys’ fees. If any check is returned for insufficient funds, Wider Webs may impose a minimum processing charge of $20.00 plus any applicable taxes. Accounts will not be activated or reactivated until all outstanding amounts are paid. We are not responsible for any deleted or lost Subscriber Content that results from any suspension or reactivation.
- Fraud. It is a violation of this Agreement for you to misuse or fraudulently use credit cards, charge cards, electronic funds transfers, or electronic checks. We may report all such misuses and fraudulent uses to appropriate government and law enforcement authorities, credit reporting services, and financial institutions.
- Disputes. You have ninety (90) days to dispute any charge or payment processed by Wider Webs. If you have a question concerning a charge you believe is incorrect, please call us and we will investigate. If you initiate a chargeback, there may be a minimum charge of $20.00 plus applicable taxes to reactivate your account and we reserve the right to suspend your account for the duration of the dispute. Hosting accounts that have an open dispute may be disabled for security purposes.
Term and Termination of the Services
- Term of Services. The initial term of the Services purchased by you will be for the time period set forth in the registration form or on the website page presented to you when you order the Services (the “Initial Term”); if no such time period is specified on the page with the registration form, then the default Initial Term is one (1) year. Unless you cancel prior to the end of the Initial Term or as otherwise stated in a notice sent to you at least thirty (30) days prior to the expiration of your then-current term, the Services will automatically renew for successive periods of equal length as the Initial Term (each a “Renewal Period”). You acknowledge, agree, and authorize us to automatically bill the applicable fee or charge your credit card or other payment method on file up to fifteen (15) days prior to the end of each Renewal Period, unless you terminate or cancel the Services prior to such charge as provided in this section. The “Term” of this Agreement shall include the Initial Term and all Renewal Periods, if any.
- Termination Procedure. You may terminate or cancel the Services you purchased at any time during the Term by giving Wider Webs notice by phone or email. The cancellation request is subject to verification of ownership of the account and/or domain, as determined in Wider Webs’s sole discretion. In the event of such cancellation, you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation subject to the terms of the thirty (30) day money-back guarantee if applicable. After the account is canceled, all Subscriber Content will be permanently removed from the server. Please make a backup of all Subscriber Content before you contact Wider Webs to cancel your account.
- Disabling the Automatic Renewal Option. Subscriber must notify Wider Webs at least sixteen (16) business days prior to the Services or domain renewal date to disable the automatic renewal option. Such notification may be by email. This request must include verification of ownership of the account and/or domain(s), as determined by Wider Webs in its sole discretion.
- Domain Parking. If the account is downgraded to a free domain parking account, all Subscriber Content will be permanently removed from the server. Please make a backup of all Subscriber Content before you disable auto renewal. So long as your Account remains active, other products and services on the Account such as domain names or Domain Privacy will continue to auto renew unless you cancel them.
- Termination by Wider Webs. Wider Webs may terminate your access to the Services, in whole or in part, without notice in the event that: (i) you fail to pay any fees due hereunder to Wider Webs; (ii) you violate the terms and conditions of this Agreement; (iii) your conduct may harm Wider Webs or others, cause Wider Webs or others to incur liability, or disrupt Wider Webs’s business operations (as determined by Wider Webs in its sole discretion); (iv) you are abusive toward Wider Webs staff in any manner; or (v) for any other lawful reason or as otherwise specified in this Agreement. In such event, Wider Webs will not refund to you any fees paid in advance of such termination, and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such termination.
- Modification of Services. Wider Webs reserves the right to modify or discontinue any aspect of the Services at any time.
- Data Deletion. Upon termination of the Services for any reason, Subscriber Content, Subscriber Websites, and other data will be deleted. You should always maintain back-up copies of all Subscriber Content, Subscriber Websites, and other data. Wider Webs is not responsible for the loss of any Subscriber Content. It is essential that Subscribers keep offline backups.
- 30 Day Money-Back Guarantee. If you purchase an account with a thirty (30) day money-back guarantee, you may receive a full refund of all basic hosting fees paid (the “Money-back Guarantee Refund”) if you cancel within the first thirty (30) days of the Initial Term (the “Money-back Guarantee Period”) and make a written request to Wider Webs’s billing department for such refund. The Money-back Guarantee Refund shall only accrue and be due to you upon your compliance with, and subject in all respects to, the terms and conditions of this section. Money-back Guarantee Refunds only apply to basic hosting services and do not apply to domain registration fees (except as set forth below during the first 3 days of registration), setup fees, or any fees for additional Services. The Money-back Guarantee Refund is valid for credit card payments only.
- Cancellations within First 3 Days of Registration. In the event Subscriber cancels the Services within three (3) calendar days of registration and requests a refund in compliance with the terms and conditions of this section, Subscriber will receive a Money-back Guarantee Refund. In addition, Subscriber has the option, but not the obligation, to retain ownership and control of any promotional “Free Domain Name” registered in connection with the subscription, in which case Subscriber’s refund will be reduced by $12.00 per domain name.
- Cancellations After 3 Days and Before 30 Days. In the event Subscriber cancels the Services after the expiration of three (3) calendar days, but prior to the expiration of thirty (30) calendar days, Subscriber will receive a Money-back Guarantee Refund subject to the following:
- If Subscriber registers any domain name as part of a “Free Domain Name” promotion in connection with the registration, Subscriber’s refund will be reduced by $12.00 per domain name. Subscriber will retain full ownership and control of any such domain names.
- Any fees paid by Subscriber for a Dedicated IP will be refunded at a prorated rate based on the registration date, the length of service, and the date of cancellation.
- Cancellations After 30 Days. Wider Webs does not offer refunds for cancellations that occur after thirty (30) calendar days.
Wider Webs as Reseller or Licensor
Wider Webs is acting only as a reseller or licensor of certain third party services, hardware, software, and equipment used in connection with the Services (“Non-Wider Webs Products”). Wider Webs shall not be responsible for any changes in the Services that cause any Non-Wider Webs Product to become obsolete, require modification or alteration, or otherwise affect the performance of the Services. Any malfunction or manufacturer’s defects of Non-Wider Webs Products either sold, licensed or provided by Wider Webs to you or purchased directly by you and used in connection with the Services will not be deemed a breach of Wider Webs’s obligations under this Agreement. Any rights or remedies you may have regarding the ownership, licensing, performance, or compliance of any Non-Wider Webs Product are limited to those rights extended to you by the manufacturer of such Non-Wider Webs Product. You are entitled to use any Non-Wider Webs Product supplied by Wider Webs only in connection with your permitted use of the Services.
Internet Protocol (IP) Address Ownership
If Wider Webs assigns you an Internet Protocol (“IP”) address for your use, you shall have no right to use that IP address except as permitted by Wider Webs in its sole discretion in connection with the Services during the Term. Wider Webs shall retain ownership of all IP addresses assigned to you by Wider Webs, and Wider Webs reserves the right to change or remove any and all such IP addresses in its sole discretion.
- Acceptable Use Policy. Hosting space is intended for use in accordance with Wider Webs’s Acceptable Use Policy and is limited to website files and content of the hosted Subscriber Websites, not for storage (whether of media, emails, or other data). Hosting space further may not be used as offsite storage of electronic files. Wider Webs expressly reserves the right to review every user account for excessive usage of CPU, bandwidth, disk space, and other resources that may be a result of your violation of this Agreement or the Acceptable Use Policy. Wider Webs may, in its sole discretion, terminate access to the Services, apply additional fees, or delete Subscriber Content for those Subscriber accounts that are found to be in violation of Wider Webs policies. You hereby agree that Wider Webs shall have no liability due to any action that Wider Webs may take, including without limitation suspension or termination of Services in connection with your violation of this section.
- Unlimited Hosting Space; excessive MySQL files. Wider Webs does not set arbitrary limits on the amount of disk space a Subscriber can use for the Subscriber’s Website, nor does Wider Webs charge additional fees based on an increased amount of storage used, provided the Subscriber’s use of storage complies with this Agreement. Accounts with a large number of files (inode count in excess of 200,000) can have an adverse affect on server performance. Similarly, accounts with an excessive number of MySQL tables (i.e., in excess of 70 database tables) or of database size (i.e., in excess of 3GB total) negatively affect the performance of the server. Wider Webs may request that a Subscriber’s number of files/inodes, database tables, or total database usage be reduced to ensure the proper performance of the Services or may terminate the Subscriber’s account.
- Unlimited File Transfer. Wider Webs does not set arbitrary limits on the amount of visitor traffic Subscriber Websites can receive or on the amount of content a Subscriber can upload to Subscriber Websites in any given month as long as the Subscriber’s use of the Services complies with this Agreement. In most cases, Subscriber Websites will be able to support as much traffic as the Subscriber can legitimately acquire. However, Wider Webs reserves the right to limit processor time, bandwidth, processes, or memory in cases where it is necessary to prevent negatively impacting other Subscribers.
- Subscriber Admin Access. Subscriber acknowledges that Subscriber is solely responsible for any changes made with administrator access and that Wider Webs may not be able to reverse any changes or recover data lost or damaged through the use of such privileges.
Parked Domain Services
By registering for the Services you agree that Wider Webs may point your domain name or DNS to one of Wider Webs’s or Wider Webs’s affiliates web pages as a default landing page, and that they may place advertising on your web page (the “Parked Pages”). You shall have no right to any compensation and shall not be entitled to receive any funds related to the monetization of your Parked Pages. If you do not wish for Wider Webs to display Parked Pages on your web page you can opt out of such practice. You can opt out of Parked Pages by updating the DNS of the domain name to point to another provider.
Technical Support Services
Except as described otherwise stated below, Wider Webs will provide technical support via email and phone for the Services (“Technical Support Services”). You will be required to provide as much information as possible to aid our investigation into any issues or problems. By utilizing Wider Webs’s Technical Support Services, you grant Wider Webs permission to access your account, if necessary, to resolve your issue. You agree that Wider Webs and its agents and employees are not liable for any damage resulting from the provision of customer support.
Wider Webs will not provide Technical Support Services if: (a) you are in breach of this Agreement; (b) the need for Technical Support Services is due to (i) any modification or attempted modification of the Services by you or any third party outside of Wider Webs’s control, or (ii) your failure or refusal to implement changes recommended by Wider Webs.
You acknowledge and agree that your use of the Services, including any information or content obtained through the Services, is at your own risk. You further acknowledge and agree that Wider Webs exercises no control over, and accepts no responsibility for, the content of the information passing through Wider Webs’s host computers, network hubs and points of presence or the Internet.
THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS.” WIDER WEBS AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “WIDER WEBS PARTIES”) DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES PROVIDED HEREUNDER. THE WIDER WEBS PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES (I) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE; (II) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; OR (III) AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED THROUGH THE SERVICES. THE WIDER WEBS PARTIES ARE NOT LIABLE, AND EXPRESSLY DISCLAIM ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM SUBSCRIBERS OR STORED BY SUBSCRIBERS ON OR THROUGH THE SERVICES. NO ADVICE OR INFORMATION GIVEN BY WIDER WEBS OR WIDER WEBS’S REPRESENTATIVES INCLUDING, WITHOUT LIMITATION, SUPPORT REPRESENTATIVES, SHALL CREATE A WARRANTY. WIDER WEBS DOES NOT GUARANTEE THAT SUBSCRIBERS WILL BE ABLE TO USE THE SERVICES AT TIMES OR LOCATIONS OF THEIR CHOOSING. WIDER WEBS DOES NOT WARRANT THAT THE SERVICES ARE COMPATIBLE WITH ANY THIRD PARTY SERVICE OR SOFTWARE, EVEN IF SUCH THIRD PARTY CLAIMS, REPRESENTS, OR WARRANTS THAT SUCH SERVICE OR SOFTWARE IS COMPATIBLE WITH ANY SERVICE OR WIDER WEBS IN PARTICULAR. THE TERMS OF THIS SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
Limitation of Liability
- WIDER WEBS SHALL NOT BE LIABLE FOR NONPERFORMANCE OR DELAY IN PERFORMANCE CAUSED BY ANY REASON, WHETHER WITHIN OR OUTSIDE OF ITS CONTROL. IN NO EVENT WILL THE WIDER WEBS PARTIES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES, OR ANY SUBSCRIBER CONTENT, SUBSCRIBER WEBSITE, OR OTHER MATERIALS ACCESSED THROUGH THE SERVICES, EVEN IF WIDER WEBS IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, WIDER WEBS’S LIABILITY TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO WIDER WEBS FOR THE SERVICES IN THE THREE (3) MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT OR OUT OF THE SERVICES MAY BE BROUGHT BY YOU, THE SUBSCRIBER, MORE THAN ONE (1) YEAR AFTER THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. SOME JURISDICTIONS DO NOT ALLOW A LIMITATION ON LIABILITY FOR NEGLIGENCE THAT CAUSES DEATH OR PERSONAL INJURY AND, IN SUCH JURISDICTIONS, WIDER WEBS’S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to indemnify, defend and hold harmless the Wider Webs Parties from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the Wider Webs Parties arising out of or relating to (i) your use of the Services, (ii) any breach or violation by you of this Agreement; or (iii) any of your acts or omissions, except to the extent any of the foregoing directly results from Wider Webs’s own gross negligence or willful misconduct. The terms of this section shall survive any termination of this Agreement.
Governing Law and Arbitration
- Governing Law; Jurisdiction. Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon or arising from an alleged tort, shall be governed by the substantive laws of the State of Utah. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any suit, action or proceeding concerning this Agreement must be brought in a state or federal court located in Salt Lake County, Utah. You irrevocably consent to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.
- Wider Webs and you (such references include our respective subsidiaries, affiliates, predecessors in interest, successors, and assigns) agree to arbitrate all disputes and claims arising out of or relating to this Agreement between Wider Webs and you.
- A party who intends to seek arbitration must first send written notice to Wider Webs of its intent to arbitrate (“Notice”). The Notice to Wider Webs should be sent by electronic mail (email). The Notice must describe the nature and basis of the claim or dispute and set forth the specific relief sought. If we do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or Wider Webs may commence an arbitration proceeding.
- The arbitration shall be governed by the Consumer Arbitration Rules (the “Arbitration Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and shall be administered by the AAA. All issues are for the arbitrator to decide, including the scope of this arbitration clause, provided, however, that the arbitrator is bound by the terms of this Agreement.
- In the event you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Wider Webs will pay as much of your filing, administrative, and arbitrator fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If, however, the arbitrator finds that either the substance of your claim or the relief sought is improper or not warranted, as measured by the standards set forth in the Federal Rule of Civil Procedure 11(b), then the payment of arbitration costs shall be governed by the Arbitration Rules. In such case, you agree to reimburse Wider Webs for all monies previously disbursed by it that are otherwise your obligation to pay under the Arbitration Rules. If the arbitrator grants relief to you that is equal to or greater than the value of your demand, Wider Webs shall reimburse you for your reasonable attorneys’ fees and expenses incurred for the arbitration.
- You agree that, by entering into this Agreement, you and Wider Webs are waiving the right to a trial by jury.
- If you initiate litigation or any other proceeding against Wider Webs in violation of this section, you agree to pay Wider Webs’s reasonable attorneys’ fees incurred in connection with its enforcement of this section.
- The parties shall maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
- Arbitration must be on an individual basis. This means that neither you nor Wider Webs may join or consolidate claims in arbitration by or against other subscribers, or litigate in court or arbitrate any claims as a representative or member of a class or in a private attorney general capacity. Further, you agree that the arbitrator may not consolidate proceedings of more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific proviso is found to be unenforceable, then the entirety of this arbitration clause shall be null and void. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
- Backups. For its own operational efficiencies and purposes, Wider Webs from time to time backs up data on its servers. The Subscriber is responsible for making external backups of their data, and under no circumstance will Wider Webs be liable to anyone for damages of any kind for loss of Subscriber files or data on any Wider Webs server. Wider Webs will not attempt to back up accounts that exceed 100,000 files or 30 gigabytes of space.
- Independent Contractor. Wider Webs and Subscriber are independent contractors and nothing contained in this Agreement places Wider Webs and Subscriber in the relationship of principal and agent, partners, or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party or to obligate or bind the other party in any manner whatsoever.
- Headings. The headings herein are for convenience only and are not part of this Agreement.
- Entire Agreement. This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations, and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby.
- Severability. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions (unless otherwise specified) thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions (unless otherwise specified) thereof shall remain in full force and effect.
- Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.
- Assignment; Successors. You may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of Wider Webs. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. Wider Webs may assign its rights and obligations under this Agreement and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
- Force Majeure. Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages, or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
- Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed, to confer any rights in any person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, you acknowledge and agree that any supplier of a third-party product or service that is identified as a third-party beneficiary in the Service description is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products or services against you as if it were a party to this Agreement.
This Agreement last modified December 6, 2018.