Legal

We love business, but we also believe good fences make good neighbors. It is our duty to ensure that every project goes according to plan and does not deviate due to unexpected events. However, in the event something does go wrong, we like to make sure both ourselves and our clients are legally protected.

Acceptable Use Policy

This Acceptable Use Policy (the “Policy” or “AUP”) is an integral part of your agreement with Websites.bb, a subsidiary of Bit Edge Technologies Inc. (“Websites.bb”) for the provision of services (collectively the “Services”) set forth on the Service Order.

This Policy is designed to help protect Websites.bb’s customers from irresponsible and/or illegal activities. The Policy is a non-exclusive list of the actions prohibited by Websites.bb, and Websites.bb reserves the right to modify the Policy at any time, effective upon notice to you. Websites.bb reserves the sole and absolute right to interpret, apply, define and implement this Policy.

WEBSITES.BB RETAINS THE RIGHT, AT ITS SOLE DISCRETION, TO REFUSE NEW SERVICE TO ANY INDIVIDUAL, GROUP, OR BUSINESS. WEBSITES.BB ALSO RETAINS THE RIGHT TO DISCONTINUE SERVICE TO CUSTOMERS WITH EXCESSIVE AND/OR MULTIPLE REPEATED VIOLATIONS. NO CREDIT WILL BE AVAILABLE UNDER WEBSITES.BB’S SERVICE LEVEL AGREEMENT FOR INTERRUPTIONS OF SERVICE RESULTING FROM AUP VIOLATIONS.

1. Illegal Use

Any use of Websites.bb Services in a manner which is defined or deemed to be statutorily illegal is a direct violation of Websites.bb’s AUP. This includes, but is not limited to: death threats, terroristic threats, threats of harm or another individual, multi-level marketing schemes, “Ponzi schemes”, invasion of privacy, credit card fraud, racketeering, defamation, slander, and other common illegal activities.

2. Export Regulations

You represent and warrant that you are not a person to whom Websites.bb is legally prohibited to provide the Services. You may not use the Services for the development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, or as otherwise prohibited by law, nor may you provide administrative access to the Service to any person (including any natural person or government or private entity) that is located in or is a national of any country that is embargoed or highly restricted under Barbados export regulations.

3. Offensive Content

You may not use any Websites.bb Service to distribute content or links to content that Websites.bb reasonably believes:

  • Constitutes, depicts, fosters, promotes or relates in any manner to adult content, including, without limitation, child pornography, bestiality, or non-consensual sex acts;
  • Is excessively violent, incites violence, threatens violence or contains harassing content or hate speech;
  • Is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
  • Is defamatory or violates a person’s privacy;
  • Creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security or interferes with an investigation by law enforcement;
  • Improperly exposes trade secrets or other confidential or proprietary information of another person;
  • Is intended to assist others in defeating technical copyright protections;
  • Infringes on another person’s copyright, trade or service mark, patent or other property right;
  • Promotes illegal drugs, violates export control laws, relates to illegal gambling or illegal arms trafficking;
  • Is otherwise illegal or solicits conduct that is illegal under laws applicable to you or to Websites.bb;
  • Is otherwise malicious or fraudulent, or may result in retaliation against Websites.bb by offended recipients; or
  • Is intended to harass or threaten.

4. Child Pornography

Websites.bb has a zero-tolerance policy on child pornography and related sites. The hosting of child pornography or related sites or contact information is in direct violation of federal law and Websites.bb’s AUP.

5. Denial of Service

Websites.bb absolutely prohibits the use of services or network services for the origination or control of denial of service (“DoS”) attacks or distributed denial of service (“DDOS”) attacks. Any relation to DoS or DDoS type activity is a direct violation of Websites.bb’s AUP.

6. Server Abuse

Any attempts to undermine or cause harm to a Websites.bb server or subscriber of Websites.bb is strictly prohibited including, but not limited to:

  • Logging into a server or account that you are not authorized to access;
  • Accessing data or taking any action to obtain services or information not intended for you or your use without the consent of the owner;
  • Tampering, hacking, modifying, or otherwise corrupting or breaching security or authentication measures without proper authorization;
  • Transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines with the intent or effect of damaging, destroying, disrupting or otherwise impairing a computer’s functionality or the operation of the Websites.bb’s systems;
  • Monitoring data or traffic on any network or system without the express authorization of the owner of the system or network;
  • Interfering with, intercepting or expropriating any system, data or information which you do not have the right to access; and
  • Interfering with service to any user, host or network including, without limitation, by means of overloading, “flooding,” “mailbombing,” or “crashing” any computer system.

You agree that we may quarantine or delete any data stored on the Websites.bb network if the data is infected with a virus, or is otherwise corrupted, and has the potential to infect or corrupt the network or other customers’ data that is stored on the network.

7. IRC

We do not allow IRC, Egg Drops, BNC, or IRC bots to be operated on our servers or network. Files with references to IRC or any likeness thereof are prohibited. Also, any program that acts like an IRC server or that provide chat functions that run as background processes are not allowed.

8. Proxies

We do not allow proxy servers of any kind, whether for personal or business use. Files with references to any proxy or likeness thereof are prohibited.

9. Game Servers

We do not allow game servers (dedicated game server programs) of any kind.

10. Fraudulent Activities

Websites.bb prohibits utilizing dedicated services or network services for fraudulent activities. Participation in fraudulent activities is in direct violation of state and federal law and Websites.bb’s AUP.

11. Distribution of Malware

Websites.bb prohibits the storage, distribution, fabrication, or use of malware including virus software, root kits, password crackers, adware, keystroke capture programs and other programs normally used in malicious activity; provided, however, programs used in the normal ordinary course of business are deemed acceptable. As an example, a security company hosting at Websites.bb analyzes the latest root kit for new security analysis/software.

12. Phishing

Websites.bb strictly prohibits any activity associated with phishing or systems designed to collect personal information (name, account numbers, user names, passwords, etc.) under false pretense. Splash pages, phishing forms, email distribution, proxy email or any relation to phishing activities will result in immediate removal.

13. HYIP or Ponzi Schemes

High Yield Investment Plans or Ponzi schemes with the intent to defraud end users are illegal and not allowed on the network. This includes hosting, linking and/or advertising via email websites or schemes designed to defraud.

14. Vulnerability Monitoring and Testing

You may not attempt to probe, scan, penetrate or test the vulnerability of a Websites.bb system, subsystem or network or to attempt to breach security or authentication measures, whether by passive or intrusive techniques, without Websites.bb’s express written consent.

15. IP Address Usage

You may only use IP addresses assigned to you by Websites.bb in connection with your Websites.bb Services. You agree that if the Websites.bb IP addresses assigned to your account are listed on an abuse database, you will be in violation of this AUP, and Websites.bb may take reasonable action to protect its IP addresses, including suspension and/or termination of your Service, regardless of whether the IP addresses were listed as a result of your actions.

16. Bulk Mail

You may not use any Websites.bb Service to send Bulk Mail. “Bulk Mail” means email messages of similar content that are sent to more than three hundred (300) recipients. Attempts to circumvent this restriction by breaking up bulk email over time, using multiple accounts, or other means will be a violation of this restriction. A mail message sent to other users within your domain names hosted on the Websites.bb system is not considered Bulk Mail.

17. Unsolicited Mail

You may not send unsolicited email. Email is unsolicited if you have no pre-existing relationship with the recipient, unless the recipient has published or otherwise provided his or her email address in a manner which implies consent to receive the email. You may not send email of any kind to a person who has indicated that they do not wish to receive it. Any such email shall comply with all laws and regulations, including without limitation, the CAN SPAM Act.

18. Message Source

You may not obscure the source of your email in any manner, including by intentionally omitting, forging, or misrepresenting messages headers or return addresses.

19. Email Abuse Complaints

Complaints from email recipients and third-party abuse agencies (e.g. SpamHaus or Spamcop) shall be deemed proof of the facts stated therein unless you provide compelling evidence to the contrary. Websites.bb shall have the right to terminate your mail service if we receive excessive or repeated complaints from your email recipients, regardless of whether you are in breach of this AUP or are otherwise at fault.

20. Blacklisting/Retaliation

Websites.bb may terminate your Services if your email address or related IP number(s) is/are blacklisted by any third-party, or Websites.bb is retaliated against as a result of your use of the mail system, regardless of whether you are in breach of this AUP or are otherwise at fault.

21. UseNet SPAM

The use of dedicated services to send, receive, forward, or post UseNet unsolicited email or posts is a direct violation of Websites.bb’s AUP. This includes UseNet services located within the Websites.bb network or unrelated third party networks.

22. Contact Information Filed with Domain Name Registrar

You must have valid and current information on file with your domain name registrar for any domain hosted on the Websites.bb network. You agree that if you register a DNS record or zone on Websites.bb managed or operated DNS servers or services for a domain of which you are not the registrant or administrative contact according to the registrar’s WHOIS system, that, upon request from the registrant or administrative contact according to the registrar’s WHOIS system, Websites.bb may modify, transfer, or delete such records or zones.

23. Websites.bb Administrative Access

You, the customer, acknowledge that to facilitate efficient server management, inventory and related activities, the Websites.bb servers may include a Websites.bb administrative account and password and/or a Websites.bb daemon. All reasonable precautions are made by Websites.bb to maintain the security of these tools and the privacy of client data. You will not tamper, hinder, delete or in any way change the functioning of these tools.

Resellers: If you resell, rent or otherwise allow third parties to use any Websites.bb Services, you are responsible for use of the Services by such third parties in violation of this AUP to the same extent as if you were using Websites.bb Services yourself. You are also responsible for all accounting and support for your end customers.

24. Disclosure to Law Enforcement

Occasionally, Websites.bb is required by law to submit customer information to law enforcement officials when presented with a valid subpoena or order from a court or governmental entity. Information requested is disclosed as directed pursuant to the subpoena or order. Websites.bb utilizes great care in keeping customer information safe and private and will only release information described in the subpoena order. Websites.bb will notify customer of the information request to the extent permitted by the subpoena or order.

25. Reporting Violation of the Acceptable Use Policy

Websites.bb accepts reports of alleged violations of this AUP via http:// websites.bb/contact-us/.
Reports of alleged violations must be verified and include name, contact information, IP address, and description of the violation. Websites.bb owes no duty to third parties reporting alleged violations; provided, however, Websites.bb will use commercially reasonable efforts to review all verified third-party reports and will take appropriate actions.

Development Terms of Service

This Development Terms of Service (“Agreement” or “Terms”) is made between Websites.bb, a subsidiary of Bit Edge Technologies Inc. (“Websites.bb”) and the person or entity (collectively “you” or “your” or “I”) that executes and delivers a Service Order (“Service Order” or “Contract”) for the provision of Services set forth on the Service Order.

BY EXECUTING AND DELIVERING THE SERVICE ORDER, SIGNING AN AGREEMENT OR ACCESSING OR USING ANY OF THE SERVICES, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.

1. Definitions

“Confidential Information” means all confidential and proprietary information of a party disclosed either before or after the effective date of this Agreement and marked as such (if such information is capable of being so marked) regarding such party’s products and business that are disclosed by such party (the “Disclosing Party”) to the other party (the “Non-Disclosing Party”) under this Agreement including, but not limited to, the Disclosing Party’s intellectual property. Confidential Information also includes (a) the unpublished prices and other terms of service, audit and security reports, maintenance reports, data centre designs and other proprietary technology and (b) all information transmitted to or from, stored on, or otherwise processed by the servers or other devices used in the provision of the Services. Confidential Information does not include information: (i) in the public domain at the time of delivery, (ii) subsequently published or otherwise made part of the public domain through no fault of the Non-Disclosing Party or its representatives, (iii) in the Non-Disclosing Party’s possession at the time of disclosure and not acquired by the Non-Disclosing party directly or indirectly from Disclosing Party or its representatives on a confidential basis, (iv) which becomes available to the Non-Disclosing Party on a non-confidential basis from a source not under an obligation of confidentiality to the Disclosing Party, or (v) information that is independently developed without reference to the Confidential Information, as evidenced by written records maintained in the ordinary course of business.

“Content” means anything that is, in any way, used by the Website. This includes, but is not limited to, a Database, text, images, video and audio.

“Complete” means the Website is “Functionally Complete” and contains your Content.

“Database” is a separate application that the Website may use to store persistent information.

“Development Completion Date” means the Website is Functionally Complete but is still waiting for Content from you.

“Fees” means the Setup Fees, Recurring Fees and Non-Recurring Fees.

“Functionally Complete” means the Website performs all requirements stated in the Service Order that is not Content dependant.

“Initial Term” means that period of time commencing upon the Service Commencement Date and ending either (i) one (1) month thereafter or (ii) upon expiration of the Service Contract period set forth on the Service Order, if other than monthly.

“Launch” means making the Complete Website accessible to you and the public, if required in the Service Order.

“Non-Recurring Fees” mean those fees set forth on the Service Order that are due when and if a particular Service is utilized, such as additional bandwidth used by you during the term of this Agreement.

“Recurrence Period” means the recurring period upon which you agree to pay for the Services as set forth in the Service Order.

“Recurring Fees” mean those fees set forth on the Service Order that are due on a recurring basis throughout the term of this Agreement upon each Recurrence Period.

“Renewal Term” means the subsequent renewal of the Initial Term or any Renewal Term, commencing upon expiration of such Initial Term or Renewal Term and ending upon either (i) one (1) month thereafter or (ii) expiration of the Service Contract period set forth on the Service Order if other than monthly.

“Service Commencement Date” means that date upon which you are given access by Websites.bb to begin using the Services.

“Services” means those services requested by you and provided by Websites.bb as set forth on a Service Order.

“Setup Fees” mean those fees set forth on the Service Order that are due upon the Service Commencement Date and represent the initial fees necessary to initially set up and configure the Services.

“Support” means the telephone and online technical support provided by Websites.bb in connection with the Services.

“User” means you or any other person or entity that you permit to access or otherwise use the Services.

2. Content

Unless otherwise specified, it is your responsibility to provide Websites.bb with sufficient and accurate Content for your Website. You must provide all Content in a digital format unless agreed otherwise. Images should be in jpegjpggif and png formats, text Content should be in Microsoft® Word, Adobe PDF or ASCII text files, and video Content should be in flv format. Websites.bb also accepts Photoshop files. By providing Content in formats not mentioned above, Websites.bb may charge additional Fees for processing at an hourly rate. Websites.bb can also create Content for you at an hourly rate. If you do not provide sufficient Content then Websites.bb will use filler Content, continue with development until development is done and the Website will be considered Functionally Complete with all remaining Fees due. Websites.bb may then charge additional Fees to update Content before Launch unless you sign a Maintenance Service Order.

Unless otherwise specified, Websites.bb will create sample dynamic to prove that functional website requirements work and will include seven (7) static pages of Website content for free. What constitutes a static page is the sole decision of Websites.bb.

Websites.bb takes no responsibility for errors in the supplied Content. You grant Websites.bb permission to utilise logos and any other company identity for the purposes of creating the Website. You agree to indemnify Websites.bb from any and all claims arising from your negligence or inability to obtain proper copyright permissions for all content supplied.

A credit with a link to the Websites.bb Website may appear on your Website with approval from you or one of your approved representatives.

3. Design and Development

The Service Order contains an estimated schedule for the Website and Websites.bb will use reasonable endeavours to meet those deadlines. The Website will be Functionally Complete or Complete within thirty (30) days after the estimated schedule. For every week starting from thirty (days) after the estimated deadline, Websites.bb will forfeit $500 of your remaining Fees if Websites.bb is at fault for delays. However, Websites.bb shall have no liability if you cause delays or if delays are beyond Websites.bb control.

Websites.bb will ensure Websites designs work using a Microsoft© Windows based computer with a minimum monitor resolution of 1024 x 768 and viewed in Chrome 12+, Internet Explorer 8+ and Firefox 3.6+ Internet browsers. Unless otherwise stated, Websites.bb will not create a separate mobile version of your Website. Some Website functionality may require plugins not installed by default on Internet browsers, thus, Websites.bb is not liable for this functionality not working with older plugin versions. Newer Internet browsers than the ones mentioned above may not be backwards compatible with Website functionality, thus, Websites.bb is not liable for this functionality not working in newer browsers and time spent making the Website compatible will be billable as Fees.

4. Acceptance & Change Request

Websites.bb will provide you with a link to your Website for you to ensure functionality works or will work as outlined in the Service Order. After the Development Completion Date, if you require updates to the Service Order requirements, then Websites.bb will determine additional Fees in a new Service Order after you pay all original Fees. The Website will not Launch until you pay all Fees.

If you require any changes to the agreed design or functional requirements, then you must notify Websites.bb by email or letter. If you request significant changes to the Website that has already been built, then the time spent making changes are billable as Fees under an additional Service Order. Websites.bb solely determines what constitutes significant design changes.

5. Fees

A minimum Fee of fifty percent (50%) of the Service Order is required to commence work. Subsequently, if Fees are not received by the due date, you may be asked to pay Websites.bb interest on the amount unpaid at a monthly rate of 1.5% (without prejudice to any other remedy available to Websites.bb).

On the Development Completion Date, a dated e-mail or letter with an invoice will be sent to you saying your Website is Complete or Functionally Complete. All remaining Fees are due within fifteen (15) days of the Development Completion Date. Failure to pay Fees within fifteen (15) days of the Development Completion Date incurs an additional Fee of five percent (5%). Failure to pay Fees within thirty (30) days of the Development Completion Date incurs additional Fees at simple interest of eight percent (8%) monthly. Websites.bb reserves the right to remove all Content from the Internet if you do not pay Fees within thirty (30) days of the Development Completion Date. Once you pay all outstanding Fees, Websites.bb can Launch the Website.

6. Ownership and Intellectual Property Issues

You will retain ownership of copyright, trademarks and other intellectual property rights of materials you provide to Websites.bb for use in the design of your Website. All copyright, trademarks, patents created, developed, subsisting or used in or in connection with the design or development of your Website will be transferred to you on settlement of all outstanding Fees due. However, all credits to Websites.bb must remain in source code comments.

If applicable to your Website, the Content Management System (“CMS”) is excluded from your ownership and is licensed under the owner’s license. You are free to edit the source code but cannot remove any trademarks from the CMS. These trademarks will not appear on your Website. All Content developed shall be transferred to you, with the exception of the CMS, on settlement of all outstanding Fees due to Websites.bb.

Websites.bb retains the rights to use any software, object code, digital programming, source code and the like developed during the course of your Website.bb will not transfer rights in any design or software work owned by a third party. Websites.bb will share the details of any third party owned work with you if requested.

7. Warranties

Sixty (60) days after the Development Completion Date, Websites.bb will rectify any functional errors caused by Websites.bb or omissions for free if you owe no outstanding Fees. Websites.bb makes no warranty that the Website is totally error free or that you will be able to operate the Website without any problems or interruptions caused by unforeseen problems. Websites.bb makes no further warranties of any kind, whether expressed or implied, for the Services it provides. Websites.bb also disclaims any warranty of merchantability or fitness for any particular purpose other than that covered by the thirty day warranty.

Websites.bb cannot guarantee that the Website will be completely impervious to intrusion or attack, due to the continual development of new intrusion and attack techniques. However, Websites.bb has backups the help restore the Website to a functioning condition.
Websites.bb is not responsible for any direct, indirect or consequential damages that may result from the use of its Services, including loss of data resulting from delays, non-delivery or interruption in service.

If there are any Service Level Agreements between you and another entity, any Fees will be billable to you if those agreements are invoked.

8. Support

Websites.bb will provide 24 hour response time by telephone and email support for Services during normal office hours. Outside of these times, support by email only is available with a 24 hour response time. If an emergency arises where you need immediate support, then you should contact Websites.bb via phone immediately.
Problems with the operating system and software on your own computer and your Internet connection are specifically excluded from this Agreement.

9. Reservations

Websites.bb reserves the right to withdraw Services at any time after a notice of sixty (60) days. In such circumstances Websites.bb will arrange alternative Services to ensure the continual functionality of the Website.

Websites.bb reserves the right to feature your Website and testimonials in future promotions with your consent, as long as you remain a satisfied customer. Websites.bb also reserves the right to feature and display your Website in Websites.bb’s portfolio with your written consent as long as you remain a satisfied customer.

10. Covenants

Websites.bb will not during development or thereafter, use your trademarks, logos or service marks without your express written approval.

11. Indemnity

All Services may be used for lawful purposes only. You agree to indemnify and hold Websites.bb harmless from any claims resulting from your use of Services that damage you or any other party.

12. Liability

The total liability to you in this Agreement shall not exceed the Fees paid by you in the Service Order. Websites.bb has no liability for loss of profits, business, revenue, goodwill or anticipated savings or for any other indirect or consequential loss.

13. Maintenance Agreements

No maintenance is included in this Agreement. Continual maintenance requires a Maintenance Service Order.

14. Third Party or Client Page Modification

Websites.bb is not responsible for Website modification performed by any entity other than itself.

15. Search Engine Registration

Websites.bb will initially optimise your Website with appropriate titles, keywords, descriptions and text for basic search engine rankings subject to your Content. Websites.bb offers additional Search Engine Optimisation in the Maintenance Service Order.

16. Website Assignment

Websites.bb reserves the right to subcontract any part of the Website, thus warranting all work completed by subcontractors.

17. Additional Expenses

Any additional expense requested by you shall be billable as Fees. Examples include but are not limited to (i) purchase of specific fonts at your request, (ii) purchase of specific photography at your request or (iii) purchase of specific software at your request.

18. Indemnification

Websites.bb shall defend, indemnify and hold you, your affiliates or any of your or their respective employees, agents or suppliers, harmless from and against any and all costs, liabilities, judgments, actions, losses and expenses (including, but not limited to, reasonable attorneys’ fees and fees of experts) (collectively, “Losses”) arising out of any threatened or actual claim, suit, action, arbitration or proceeding (collectively, “Claims”) by any third party arising out of or relating to (i) Websites.bb’s gross negligence or willful misconduct or (ii) a claim that the Services as provided by Websites.bb under this Agreement infringe upon the patent or copyright of a third party; provided that (a) you give Websites.bb prompt written notice of the claim, (b) you permit Websites.bb sole control over the defense and settlement of the claim, and (c) you reasonably cooperate with Websites.bb in the defense and/or settlement of the claim.

You shall defend, indemnify and hold Websites.bb, its affiliates or any of its respective employees, agents or suppliers, harmless from and against any and all Losses arising out of or relating to (i) your gross negligence or willful misconduct or (ii) your violation of the Acceptable Use Policy or the law; provided that (a) Websites.bb gives you prompt written notice of the claim, (b) Websites.bb permits you sole control over the defence and settlement of the claim, and (c) Websites.bb reasonably cooperates with you in the defence and/or settlement of the claim. Your obligation under this Section 13 include claims arising out of acts or omissions by your employees, Users and any other person who gains access to the Services as a result of your failure to use reasonable security measures.

19. Confidential Information

Websites.bb and subcontractors agree that, except as directed by you, will not at any time during or after the term of this agreement disclose any Confidential Information. You will not release any Confidential Information obtained about Websites.bb.

20. Cancellation

Cancellation or postponement of the Website at your request must be made by a dated and certified letter. Websites.bb will retain all Fees already paid and will bill you for all outstanding work done by before cancellation that was not covered by Fees.

Hosting Terms of Service

This Terms of Service Agreement together with the Service Level Agreement, Acceptable Use Policy, any other documents referenced herein and any amendments signed between the parties (collectively, this “Agreement”) is made between Websites.bb, a subsidiary of Bit Edge Technologies Inc. (“Websites.bb”) and the person or entity (collectively “you” or “your” or “I”) that executes and delivers a Service Order (“Service Order” or “Contract”) for the provision of services set forth on the Service Order.

BY EXECUTING AND DELIVERING THE SERVICE ORDER, SIGNING AN AGREEMENT OR ACCESSING OR USING ANY OF THE SERVICES, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.

1. Definitions

“Acceptable Use Policy” or “AUP” means the Websites.bb Acceptable Use Policy, posted at http://websites.bb/aup, as such policy may be amended from time to time by Websites.bb

“Beta Services” means pre-production versions of services that are offered by Websites.bb to certain customers for the sole purpose of testing and evaluating such services.

“Confidential Information” means all confidential and proprietary information of a party disclosed either before or after the effective date of this Agreement and marked as such (if such information is capable of being so marked) regarding such party’s products and business that are disclosed by such party (the “Disclosing Party”) to the other party (the “Non-Disclosing Party”) under this Agreement including, but not limited to, the Disclosing Party’s intellectual property. Confidential Information also includes (a) the unpublished prices and other terms of service, audit and security reports, maintenance reports, data centre designs and other proprietary technology and (b) all information transmitted to or from, stored on, or otherwise processed by the servers or other devices used in the provision of the Services. Confidential Information does not include information: (i) in the public domain at the time of delivery, (ii) subsequently published or otherwise made part of the public domain through no fault of the Non-Disclosing Party or its representatives, (iii) in the Non-Disclosing Party’s possession at the time of disclosure and not acquired by the Non-Disclosing party directly or indirectly from Disclosing Party or its representatives on a confidential basis, (iv) which becomes available to the Non-Disclosing Party on a non-confidential basis from a source not under an obligation of confidentiality to the Disclosing Party, or (v) information that is independently developed without reference to the Confidential Information, as evidenced by written records maintained in the ordinary course of business.

“Fees” means the Setup Fees, Recurring Fees and Non-Recurring Fees.

“Initial Term” means that period of time commencing upon the Service Commencement Date and ending either (i) one (1) month thereafter or (ii) upon expiration of the Service Contract period set forth on the Service Order, if other than monthly.

“Non-Recurring Fees” mean those fees set forth on the Service Order that are due when and if a particular Service is utilized, such as additional bandwidth used by you during the term of this Agreement.

“Recurrence Period” means the recurring period upon which you agree to pay for the Services as set forth in the Service Order.

“Recurring Fees” mean those fees set forth on the Service Order that are due on a recurring basis throughout the term of this Agreement upon each Recurrence Period.

“Renewal Term” means the subsequent renewal of the Initial Term or any Renewal Term, commencing upon expiration of such Initial Term or Renewal Term and ending upon either (i) one (1) month thereafter or (ii) expiration of the Service Contract period set forth on the Service Order if other than monthly.

“Service Commencement Date” means that date upon which you are given access by Websites.bb to begin using the Services.

“Service Level Agreement” means the Websites.bb Service Level Agreement posted at http://websites.bb/sla, as such agreement may be amended from time to time by Websites.bb.

“Services” means those services requested by you and provided by Websites.bb as set forth on a Service Order.

“Setup Fees” mean those fees set forth on the Service Order that are due upon the Service Commencement Date and represent the initial fees necessary to initially set up and configure the Services.

“Support” means the telephone and online technical support provided by Websites.bb in connection with the Services.

“User” means you or any other person or entity that you permit to access or otherwise use the Services.

2. Websites.bb Obligations

Websites.bb will not begin providing the Services and Support until you have satisfied Websites.bb’s order approval criteria. Subject to your compliance with all of the terms and conditions of this Agreement, Websites.bb shall provide the Services and Support to you during the term of this Agreement in accordance with the commitments made in the Service Level Agreement and in accordance with applicable law. In the event of a failure by Websites.bb to meet the obligations of this Section 2, your sole and exclusive remedy and Websites.bb’s sole obligation are the issuances of Service Credits as set forth in the Service Level Agreement.

3. Your Obligations

You are solely responsible for the content of any postings, data or transmissions using Services, or any other use of the Services by a User. You are responsible for keeping your account permissions, billing, and other account information up to date with Websites.bb, and you must use reasonable security precautions in connection with your use of the Services. You agree to fully comply with all of the obligations and restrictions set forth in the Acceptable Use Policy.

You agree to comply with all of the terms and conditions of this Agreement, make all payments of Fees when due and comply with any and all laws applicable to your use of the Services. You shall immediately notify Websites.bb of any unauthorized use of your account or any other breach of security and cooperate with Websites.bb investigation of service outages, security issues or any suspected breach of the terms and conditions of this Agreement.

Certain Services are designed to help you comply with regulatory guidelines that may be applicable to you. You are responsible for understanding the regulatory requirements applicable to your business and for selecting and using Websites.bb Services in a manner that satisfies the requirements. Additionally, if payment card information, healthcare related information, or personally identifiable information will be transmitted to or from or stored on equipment in conjunction with the Services, you shall disclose to Websites.bb such fact prior to any such transmission and/or storage.

4. Fees

Your initial invoice will include any Setup Fees and a portion of the Recurring Fees from the Service Commencement Date until expiration of the Recurrence Period. Thereafter, Websites.bb will invoice you in advance for the Recurring Fees and in arrears for the Non-Recurring Fees at the beginning of each Recurrence Period.

The Recurring Fees set forth in the Service Order shall remain fixed during the Initial Term. Upon commencement of any Renewal Term, the Recurring Fees for the Services shall be subject to the published fees then in effect at the date of such renewal.

5. Payments

Unless otherwise agreed by Websites.bb, payment for Services is due on the invoice date. Any amount not paid when due will bear late payment interest at the rate of the lesser of 1.5% per month or the highest rate permitted by law from the due date until paid. You shall be liable for all costs and expenses incurred by Websites.bb in collecting amounts that are past due, including reasonable attorneys’ fees.

You shall be responsible for and shall pay, and shall reimburse Websites.bb on request, if Websites.bb is required to pay, any sales, use, value-added or other tax (excluding any tax that is based on Websites.bb’s net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the Services.

Any Service Credit that we may owe you, such as a credit for failure to meet a Service Commitment as set forth in the Service Level Agreement, will be applied only as a credit to Fees due from you for future Services, and will not be paid to you as a refund.

You must notify Websites.bb in writing of any disputed Fees within fourteen (14) days of the invoice date for such Fees. If you do not notify Websites.bb within such period, you have waived any right to dispute such amounts, either directly or indirectly or as a set-off, or defence in any action or efforts to collect amounts due to Websites.bb.

6. Suspension of Services

You acknowledge and agree that Websites.bb may suspend providing the Services to you, in whole or in part, without liability if (i) you fail to pay the Fees due Websites.bb for a period of twenty-eight (28) days after the date of the invoice, (ii) you are in violation of the Acceptable Use Policy, (iii) you fail to reasonably cooperate with Websites.bb’s investigation of any suspected breaches of this Agreement, (iv) Websites.bb reasonably believes that the servers hosting the Services have been accessed or manipulated by a third party without your or Websites.bb’s consent, (v) Websites.bb reasonably believes that suspension of the Services is necessary to protect the Websites.bb environment generally, or (vi) Websites.bb is obligated to suspend Services via subpoena, court order or otherwise as required by law. Websites.bb may restrict access to your data stored on Websites.bb’s servers during any suspension. In the event of any suspension of Services pursuant to subsections (i), (ii) or (iii), you shall pay Websites.bb a reconnection fee of $150.00 as a condition of reactivation of the Services, in addition to full payment of the balance due on the account, including late payment interest, if any.

IN THE EVENT WEBSITES.BB TAKES ANY ACTION PURSUANT TO THIS SECTION, IT SHALL HAVE NO LIABILITY TO YOU OR ANYONE CLAIMING BY OR THROUGH YOU. Nothing herein shall preclude Websites.bb from pursuing other remedies available by statute or otherwise permitted by law.

7. Term

The term of this Agreement shall be the Initial Term and any Renewal Terms. This Agreement will automatically renew for successive Renewal Terms at the end of the Initial Term or any Renewal Term; provided, however, either party may terminate this Agreement for convenience upon at least thirty (30) days’ prior written notice to the other party.

If the Services are cancelled before the end of the then-current term of this Agreement, there will be no credits or refunds issued. Additionally, if the Recurrence Period is other than monthly and the Services are cancelled before the end of the then-current term of this Agreement, you shall pay an early termination fee equal to the Recurring Fees times the number of full or partial months remaining in the term of this Agreement. The parties hereby agree and acknowledge that such Early Termination Fees are reasonable. Early Termination Fees will be due and payable upon receipt of the invoice.

Any Non-Renewal Notice should be communicated via email to Websites.bb. Websites.bb may restrict access to your data stored on Websites.bb’s servers following any termination.

8. Termination for Breach

Without limiting your right to early termination pursuant to Section 7, you may terminate this Agreement in the event of a material breach by Websites.bb upon no less than fifteen (15) days’ prior written notice and opportunity to cure such material beach.

Without limiting Websites.bb’s rights to suspend the Services pursuant to Section 6, Websites.bb may terminate this Agreement in the event of a material breach by you upon no less than fifteen (15) days’ prior written notice and opportunity to cure such material beach. Notwithstanding the foregoing, Websites.bb may terminate this Agreement immediately if you violate the Acceptable Use Policy, whether or not you subsequently cure such violation.

Expiration or termination of this Agreement shall not relieve your requirement to pay Fees for Services provided prior to the effective date of termination.

9. Maintenance

Websites.bb may from time to time conduct routine tests, maintenance, upgrade or repair on any part of the network, and Websites.bb shall use commercially reasonable efforts to give you prior notice thereof. You acknowledge that there may be instances where it is not practicable for Websites.bb to give advance notice of a disruption, for example, in the event of an emergency, and Websites.bb shall be entitled to disrupt the Services to conduct restoration and remedial works without prior notice.

10. Domain Names

Websites.bb will advise the Client on selecting domain names and register these for them as requested at current rates, but cannot guarantee a certain name will be available.

11. Email

You will be given the appropriate user name and password details for each account and the incoming mail server name.Websites.bb will not keep records of email passwords. Requests for password changes may be made by email or telephone and will be granted within 48 hours.

12. Confidential Information

Each party will safeguard and keep confidential all Confidential Information of the other and will return the other’s Confidential Information upon request, except to the extent further retention of such Confidential Information is necessary for a party to perform any post-termination obligations or exercise any post-termination rights under this Agreement. Each party agrees to safeguard the other’s Confidential Information using measures that are equal to the standard of performance used by the Non-Disclosing party to safeguard its own Confidential Information of comparable value, but in no event less than reasonable care. Neither party will use any Confidential Information of the other party for any purpose except to implement its rights and obligations under this Agreement and as otherwise expressly contemplated by this Agreement; provided, however, that if any party or its representatives is requested or required to disclose any Confidential Information by a subpoena or court order, that party will promptly notify the other party (unless prohibited by such subpoena or order) of such request or requirement so that the other party may seek an appropriate protective order or other appropriate relief and/or waive compliance with provisions of this Agreement, and if, in the absence of such relief or waiver hereunder, any party or its representative are, in the opinion of its counsel, legally compelled to disclose Confidential Information, then that party may disclose so much of the Confidential Information to the person compelling disclosure as is, according to such opinion, required, without liability hereunder.

13. Limited Warranty

Websites.bb represents that it shall provide the Services in compliance with its Service Level Agreement. EXCEPT FOR THIS WARRANTY, WEBSITES.BB AND ITS LICENSORS DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WEBSITES.BB SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. FURTHER, WEBSITES.BB MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND SHALL HAVE NO LIABILITY WHATSOEVER, WITH RESPECT TO THE ACCURACY, DEPENDABILITY, PRIVACY, SECURITY, AUTHENTICITY OR COMPLETENESS OF DATA TRANSMITTED OVER THE INTERNET, OR ANY INTRUSION, VIRUS, DISRUPTION, LOSS OF COMMUNICATION, LOSS OR CORRUPTION OF DATA, OR OTHER ERROR OR EVENT CAUSED OR PERMITTED BY OR INTRODUCED THROUGH THE INTERNET OR THE SERVERS UPON WHICH THE SERVICES ARE PROVIDED. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING ADEQUATE FIREWALL, PASSWORD AND OTHER SECURITY MEASURES TO PROTECT YOUR SYSTEMS, DATA AND APPLICATIONS FROM UNWANTED INTRUSION, WHETHER OVER THE INTERNET OR BY OTHER MEANS.

14. Limitation of Liability

EXCEPT FOR WEBSITES.BB’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, WEBSITES.BB’S AND ITS LICENSOR’S CUMULATIVE LIABILITY TO YOU AND ALL OTHER PARTIES FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY FAILURE OR DELAY IN DELIVERING THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU DURING THE PERIOD OF THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED OR THE PRORATA EQUIVALENT IF THE RECURRENCE PERIOD IS ANNUAL. EXCEPT TO THE EXTENT SET FORTH IN THE SERVICE LEVEL AGREEMENT, WEBSITES.BB SHALL HAVE NO LIABILITY SHOULD THERE BE ANY DELAY IN THE PROVISION OF THE SERVICE.

WEBSITES.BB AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR ANY DATA SUPPLIED THEREWITH OR ANY FAILURE OR DELAY IN DELIVERING THE SERVICES, EVEN IF WEBSITES.BB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCE SHALL WEBSITES.BB ASSUME ANY LIABILITY OR RESPONSIBILITY TO YOU FOR SUSPENSION OF SERVICE TO THE EXTENT PERMITTED BY THIS AGREEMENT.

15. Indemnification

Websites.bb shall defend, indemnify and hold you, your affiliates or any of your or their respective employees, agents or suppliers, harmless from and against any and all costs, liabilities, judgments, actions, losses and expenses (including, but not limited to, reasonable attorneys’ fees and fees of experts) (collectively, “Losses”) arising out of any threatened or actual claim, suit, action, arbitration or proceeding (collectively, “Claims”) by any third party arising out of or relating to (i) Websites.bb’s gross negligence or willful misconduct or (ii) a claim that the Services as provided by Websites.bb under this Agreement infringe upon the patent or copyright of a third party; provided that (a) you give Websites.bb prompt written notice of the claim, (b) you permit Websites.bb sole control over the defense and settlement of the claim, and (c) you reasonably cooperate with Websites.bb in the defense and/or settlement of the claim.

You shall defend, indemnify and hold Websites.bb, its affiliates or any of its respective employees, agents or suppliers, harmless from and against any and all Losses arising out of or relating to (i) your gross negligence or willful misconduct or (ii) your violation of the Acceptable Use Policy or the law; provided that (a) Websites.bb gives you prompt written notice of the claim, (b) Websites.bb permits you sole control over the defense and settlement of the claim, and (c) Websites.bb reasonably cooperates with you in the defense and/or settlement of the claim. Your obligation under this Section 13 include claims arising out of acts or omissions by your employees, Users and any other person who gains access to the Services as a result of your failure to use reasonable security measures.

16. Ownership of Intellectual Property; Software; Hardware and IP Addresses

Each of us shall retain all right, title and interest in and to each party’s respective intellectual property rights, including without limitation, all patents, inventions, trademarks, copyrights and trade secrets. Any intellectual property used, developed or otherwise reduced to practice in providing the Services to you shall be the sole and exclusive property of Websites.bb and/or its licensors, unless we specifically agree in writing otherwise.

You acknowledge and agree that you do not acquire any ownership interest in any of the servers or other hardware used to provide the Services hereunder. Similarly, we do not acquire any ownership interest in the content or data that you store on the servers or transmit via the Services.

You acknowledge and agree that third-party software and hardware are used in the provision of Services. Accordingly, you agree to abide by the terms and conditions of any end user licenses or other agreements relating to the use of such hardware or software.

You acknowledge and agree that any IP addresses that Websites.bb may assign to you in connection with the Services are registered to and owed by Websites.bb and upon any expiration or termination of this Agreement, you agree to release and cease using any such IP addresses.

17. Beta Services

If you elect to participate in any evaluation or test of Websites.bb Beta Services, then you acknowledge that such Beta Services are provided “AS IS, AS AVAILABLE” with no warranty whatsoever. To the extent permitted by applicable law, Websites.bb disclaims any and all warranties with respect to the Beta Services, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

You acknowledge that the Beta Services are a pre-release, pre-production version and may not work properly, and that your use of the Beta Services may expose you to unusual risks of operational failures. You should not use Beta Services in a live production environment, and you must not use the Beta Services in any hazardous environments, life support, or weapons systems.

You agree to provide prompt feedback regarding your experience with the Beta Services in a form reasonably requested by us, including information necessary to enable us to duplicate errors or problems you may experience. You agree that all information regarding your beta test, including your experience with and opinions regarding the Beta Services, is “Confidential Information” of Websites.bb, as defined in these Terms of Service, and may not be disclosed to a third party or used for any purpose other than providing feedback to Websites.bb.

You agree that we may use your feed back for any purpose whatsoever, including product development purposes. At our request you will provide us with comments that we may use publicly for press materials and marketing collateral. Any intellectual property inherent in your feedback or arising from your testing of the Beta Services shall be owned exclusively by Websites.bb.

The commercially released version of the Beta Services may change substantially from the pre-release version, and programs that use or run with the pre-release version may not work with the commercial release or subsequent releases.

You are not entitled to any Service Credits under our Service Level Agreement for downtime or other problems that may result from your use of the Beta Services. Subject to the foregoing limitations, the maximum aggregate liability of Websites.bb and any of its employees, agents, affiliates, or suppliers, under any theory of law (including breach of contract, tort, strict liability, and infringement) for harm to you arising from your use of the Beta Services shall be a payment of money not to exceed One Hundred Dollars ($100.00 BBD).

We may terminate the Beta Services at any time, in our sole discretion.

18. Miscellaneous

Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, you shall not solicit or hire the services of any employee or subcontractor of Websites.bb without the prior written consent of Websites.bb.
Force Majeure. Websites.bb shall not be deemed to be in breach of this Agreement and shall have no liability hereunder if its obligations are delayed or prevented by any reason of any act of God, war, terrorism, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, failure of any transportation or communication system, non-performance of any of your agents or your third-party providers (including, without limitation, the failure or performance of common carriers, interchange carriers, local exchange carriers, internet service providers, suppliers, subcontractors) or any other cause beyond its reasonable control.

Notice of Claim and Filing of Suit. You must present any claim in writing to Websites.bb within a reasonable time, and in no event longer than sixty (60) days after the event for which the claim is presented so as to permit the parties to attempt to resolve the claim. No action may be maintained against Websites.bb under this Agreement, unless timely written claim has been given as provided above.

Notices. Except to the extent that notices may be sent by electronic mail as specifically set forth in this Agreement, notices under this Agreement will be sufficient only if (i) mailed by certified or registered mail, return receipt requested, (ii) sent by internationally recognized overnight carrier or (iii) personally delivered. Notices shall be deemed delivered upon receipt by the other party. Notices to you shall be sent to the mailing address set forth on the account tab in your MyWebsites.bb customer portal. Notices to Websites.bb shall be sent to Websites.bb, Inc., 2360 Campbell Creek, Suite 525, Richardson, TX 75082, Attn: Legal. Either party may change their notices address by written notice to the other party.

Survival. The provisions of Sections 1, 10, 11, 12, 13, 14 and 16 shall survive any termination or expiration of this Agreement.

Modification; Authority; Assignment. Without limiting Websites.bb’s rights to modify the Acceptable Use Policy or Service Level Agreement as set forth therein, Websites.bb may modify any aspect of this Agreement upon thirty (30) days’ prior notice. Should you wish to terminate this Agreement as a result of such modification, you may do so by sending a notice of termination via a Ticket in MyWebsites.bb.com customer portal any time prior to the effective date of such modification and no Early Termination Fees will apply. Otherwise such modification will remain in effect for the remaining term of this Agreement.

You acknowledge that you have the authority to enter in to this Agreement on behalf of your company and that you may authorize other individuals to purchase additional services. This Agreement binds any of your authorized users, as well as your heirs, executors, successors, and assigns.

This Agreement may not be assigned by you without the prior written consent of Websites.bb, which shall not be unreasonably withheld or delayed.

Governing Law; Jurisdiction. This Agreement is governed by the laws of Barbados, excluding its conflicts of laws principles. You hereby submit to the exclusive jurisdiction of the courts of Barbados; provided, however, that Websites.bb shall have the right to institute judicial proceedings against you or anyone acting by, through or under you, in other jurisdictions in order to enforce Websites.bb’s rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.

General. This Agreement, together with the Service Level Agreement, Acceptable Use Policy, any other documents referenced herein and any amendments signed between the parties, constitutes the entire understanding between Websites.bb and you with respect to subject matter hereof. Terms and conditions as set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, shall not become part of this Agreement unless specifically accepted by Websites.bb in writing.