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<br /> Wireworks<br /> Dedicated Server Service Agreement</p> <p>This Dedicated Server Service Agreement (“Agreement”) is by and between Wireworks, a/an Florida corporation, and you, your heirs, assigns, agents and contractors (“You”) and is effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of Wireworks’s Web Site and dedicated Server services (collectively, the “Services”) and represents the entire agreement between You and wireworks. By using the Services, You acknowledge You have read, understand and agree to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies, including the Universal Terms of Service which Wireworks may establish from time to time. Such Agreements may be found here.</p> <p>In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You’ve established with Wireworks, whether or not the transactions were in Your behalf. </p> <p>1. Description of Service</p> <p>Wireworks currently provides the Services to its customers for a monthly fee. Wireworks will host Your applications Wireworks’s servers, provided, however, You abide by the terms and conditions set forth herein and in each of Wireworks’s policies and procedures here.</p> <p>Availability of Services</p> <p>Subject to the terms and conditions of this Agreement, wireworks shall attempt to provide the Services for twenty-four (24) hours per day, seven (7) days per week throughout the term of this Agreement. You agree that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation:</p> <p> 1. equipment malfunctions;<br /> 2. periodic maintenance procedures or repairs that Wireworks may undertake from time to time; or<br /> 3. causes beyond the control of Wireworks or that are not reasonably foreseeable by Wireworks, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks network congestion or other failures.</p> <p>You agree Wireworks has no control of availability of the Services on a continuous or uninterrupted basis.</p> <p>Service Availability Guarantee</p> <p>wireworks offers a service uptime guarantee for the Services of 99.9% (“Service Uptime”) of available time. If Wireworks fails to maintain this level of service availability, You may contact Wireworks and request a credit of 5% of Your monthly hosting fee from Wireworks for that month. The credit may be used only for the purchase of further products and services from Wireworks, and is exclusive of any applicable taxes. The credit does not apply to service interruptions caused by:</p> <p> 1. periodic scheduled maintenance or repairs Wireworks may undertake from time to time;<br /> 2. errors caused by You from custom scripting or coding;<br /> 3. outages that do not affect the software running on the server but merely affect access to the server;<br /> 4. causes beyond the control of Wireworks or that are not reasonably foreseeable by Wireworks ; and<br /> 5. outages related to the reliability of certain programming environments.</p> <p>Total Service Uptime shall be solely determined by Wireworks and shall be calculated on a monthly basis.</p> <p>Web Site Content</p> <p>You shall be solely responsible for providing, updating, uploading and maintaining Your web site and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through Your web site, including, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text. Your web site content shall also include any registered domain names provided by You or registered on behalf of You in connection with the Services. Notwithstanding anything in this Agreement to the contrary, in the event You are using ad-supported hosting, in no event shall Your web site consist of the following: search results, registration, “thank you”, error, email or chat pages, pages comprised primarily of other advertising or pages containing any of the following types of content:</p> <p> 1. pornographic, obscene or excessively profane content;<br /> 2. content intended to advocate or advance computer hacking or cracking;<br /> 3. gambling;<br /> 4. illegal activity;<br /> 5. drug paraphernalia; or<br /> 6. hate, violence or racial or ethnic intolerance.</p> <p>2. Your Obligations</p> <p>Your hosting plan shall automatically renew for the same period of time and Your payment method shall be charged for the renewal term on the renewal date. You acknowledge and agree that in the event You do not desire to automatically renew Your hosting services for the same period of time, it is Your responsibility and obligation to turn off the subscription payment and Your failure to turn off the subscription plan shall be deemed acceptance of the renewal term.</p> <p>You represent and warrant to Wireworks that:</p> <p> 1. Your Content does not and shall not contain any content, materials, data, work, trade or service mark, trade name, link, advertising or services that actually or potentially violate any applicable law or regulation;<br /> 2. infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person; and</p> <p>You also warrant that the dedicated server being hosted by Wireworks will not be used in connection with any illegal activity. If You are using one of Wirework’s servers, You are responsible for ensuring there is no excessive overloading on Wireworks’s bandwidth. In the event You cause a malfunction to the server, You shall be assessed any and all fees, costs and penalties associated with restoring service. You may not use Wireworks’s servers as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive activities. Server hacking or other perpetration of security breaches is prohibited and Wireworks reserves the right to remove servers used for illegal activity. Wireworks prohibits the use of software or scripts run on its servers that cause the server to load beyond a reasonable level, as determined by Wireworks. You agree Wireworks reserves the right to remove Your server temporarily or permanently if Wireworks is the recipient of activities that threaten the stability of its network. You agree not to engage in unacceptable use of any Services, which includes, without limitation, use of the Services to:</p> <p> 1. disseminate or transmit unsolicited messages, chain letters, unsolicited commercial email, or unreasonably large volumes of email on a daily basis<br /> 2. disseminate or transmit any material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious;<br /> 3. disseminate or transmit files, graphics, software or other material, data or work that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person;<br /> 4. create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication;<br /> 5. export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction o f the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions;<br /> 6. interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which You do not have authorization to access or at a level exceeding Your authorization;<br /> 7. disseminate or transmit any virus, trojan horse or other malicious, harmful or disabling data, work, code or program;<br /> 8. engage in any other activity deemed by Wireworks to be in conflict with the spirit or intent of this Agreement or any Wireworks policy; or<br /> 9. use Your server as an “open relay” or similar purposes.</p> <p>Storage and Security</p> <p>At all times, You shall bear full risk of loss and damage to Your server content. You are entirely responsible for maintaining the confidentiality of Your password and account information. You agree You are solely responsible for all acts, omissions and use under and charges incurred with Your account or password. You shall be solely responsible for undertaking measures to:</p> <p> 1. prevent any loss or damage to Your server;<br /> 2. maintain independent archival and backup copies of server content;<br /> 3. ensure the security, confidentiality and integrity of all server content; and<br /> 4. ensure the confidentiality of Your password.</p> <p>Wireworks servers are not an archive and Wireworks shall have no liability to You or any other person for loss, damage or destruction of any of Your content. The Services are not intended to provide a PCI (Payment Card Industry) compliant environment and therefore should not be considered as one. Wireworks shall have no liability to You or any other person for Your use of the Services in violation of these terms. You shall at all times use the Services as a conventional and/or traditional server. You shall not use the Service in any way, in Wireworks’s sole discretion, that shall impair the functioning or operation of Wireworks’s Services or equipment. Specifically by way of example and not as a limitation, You shall not use the Services as: (i) a repository or instrument for placing or storing archived files; and/or (ii) placing or storing material that can be downloaded through other web sites. You acknowledge and agree that Wireworks has the right to carry out a forensics examination in the event of a compromise to Your server or account.</p> <p>In the event You terminate, moving Your content off your assigned server is Your responsibility. Wireworks will not transfer or FTP Your content to another provider. In the event Your use of the Services is terminated, Wireworks will not transfer or manage Your Services or Your server content.</p> <p>Wireworks’s Rights</p> <p>Wireworks explicitly reserves the right and sole discretion to:</p> <p> 1. modify its pricing, if desired by Wireworks ;<br /> 2. establish limits and guidelines concerning the use of the AS Services;<br /> 3. terminate Your use of the AS Services for use of the AS Services to unnecessarily or illegally harass Wireworks or third parties, non-payment of fees for the AS Services, activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties, activities prohibited by the laws of the United States and/or foreign territories in which You conduct business, activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography, activities that are tortious, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable in the sole opinion of Wireworks, activities designed to impersonate the identity of a third party, activities designed to harm minors in any way, and other activities whether lawful or unlawful that Wireworks determines, in its sole discretion, to be harmful to its other customers, operations, or reputation;<br /> 4. terminate Your use of the AS Services if Your use of the AS Services results in, or is the subject of, legal action or threatened or proposed legal action, against Wireworks or any of its affiliates or partners, without consideration for whether such legal action or threatened or proposed legal action is eventually determined to be with or without merit; and<br /> 5. terminate Your use of the AS Services at any time and for any reason if deemed reasonably necessary by Wireworks.</p> <p>Wireworks has no obligation to monitor Your use of the AS Services, but reserves the right in its sole discretion to do so.</p> <p>Charges for Custom AS Services</p> <p>When Wireworks determines requested assistance falls out of the scope of the basic AS plan,charges shall apply for Your use in the form of Custom Support Services (hereinafter referred to as “CSS”), and Wireworks shall charge You for Your use of the CSS on a thirty (30) minute incremental basis. Furthermore, when Wireworks determines a fee will be assessed for Your use of the CSS, Wireworks reserves the right to charge any or all of the fees prior to the commencement of any work being performed.</p> <p>Third-Party Software</p> <p>Additionally, in the event You elect to install or seek assistance from Wireworks in connection with the installation of any third-party software, the following terms shall apply. You represent and warrant You have the right to use and install the third-party software, and have paid the applicable licensing fees for the third party software, and the third-party software does not and shall not infringe on the intellectual property rights of any other person or entity. You agree to defend, indemnify and hold harmless Wireworks and its employees, officers and directors for, from and against any and all claims brought against Wireworks and its employees, officers and directors by a third-party alleging the software infringes: (i) the third-party’s rights; or (ii) a U.S. patent, trademark, copyright or other intellectual property right. You agree that in such an event You shall pay all resulting costs, damages, expenses and reasonable attorneys’ fees that a court awards and settlements incurred by Wireworks in connection with any such claims.<br />