Terms of Service

IGXHost.com

This Web Hosting Agreement (this ďAgreementĒ) is between Internet Gigabit Exchange (IGXHost.com), a Incorporation formed under the laws of the Province of Ontario with its principal office at IGXHOST.com and the person (individual or legal person) whose signs IGXHOST.comís service order and set up form (the ďOrderĒ) incorporating this Agreement by reference (ďCustomerĒ). This Agreement governs Customerís use of IGXHost Web hosting services (including but not limited to shared hosting, reseller hosting, business hosting, proxy hosting, and enterprise reseller hosting plans.. Please report any known violations to abuse@IGXHost.com

Table of Contents
Services
Term
Payments
Law/AUP
Customer Information
Indemnification
Disclaimer of Warranties
Limitation of Damages
Suspension of Services/Termination
Request for Customer Information
Early Cancellations and Requests
Resource Usage
Back Up Copy
Notices
Force Majeure
Miscellaneous

1. Services. Subject to the terms of this Agreement, and contingent on Customerís satisfaction of IGXHost.comís credit approval requirements, IGXHost.com agrees to provide the web hosting services described in the Order for the fees stated in the Order.

2.Term. The initial service term of the Agreement shall begin on the date that IGXHost.com generates an e-mail message to Customer announcing the activation of the Customerís account (the ďService Commencement DateĒ) and shall continue for the number of months stated in the Order (the ďInitial TermĒ). Upon expiration of the Initial Term, this Agreement shall automatically renew for up to three successive renewal terms of the same length as the Initial Term (each a ďRenewal TermĒ) unless IGXHost.com or Customer provides the other with written notice of non-renewal at least thirty (30) days prior to the expiration of the Initial Term or then-current Renewal Term, as applicable. The Initial Term and any Renewal Term may be referred to collectively in this Agreement as the ďTerm.Ē

3. Payments.
(a) Fees. Fees are payable in advance on the first day of each billing cycle. Customerís billing cycle shall be monthly, quarterly, semi-annually or annually as indicated on the Order, beginning on the Service Commencement Date. IGXHost.com may require payment for the first billing cycle before beginning service. If the Order provides for credit/debit card billing, Customer authorizes IGXHost.com to bill subsequent fees to the credit/debit card on or after the first day of each successive billing cycle during the Term of this Agreement; otherwise IGXHost.com will invoice Customer via electronic mail to the Primary Customer Contact listed on the Order. Invoiced fees may be issued on or before the 1st day of each billing cycle, and the fees shall be due on the 7th day following invoice date, but in no event earlier than the first day of each billing cycle. Failure to pay the invoice on or prior the due date will lead the account suspension after 5 days. A late fee will then be added after the 6th day. The account will then automatically be terminated after 30 days of overdue payment in which then all data is wiped. Backups may not be available. For our dedicated server and virtual private server product lines, payments for invoices must be paid on or before the due date. Service is automatically terminated after 1 day of overdue invoice. No data will be saved due to the nature of the service.

Payments must be made in United States dollars. Customer is responsible for providing IGXHost.com with changes to billing information (such as credit card expiration, change in billing address) At its option, IGXHost.com may accrue charges to be made to a credit/debit card until such charges exceed $10.00. IGXHost.com may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law. IGXHost.com may suspend the service without notice if payment for the service is overdue. Fees not disputed within sixty (60) days of due date are conclusively deemed accurate. Customer agrees to pay IGXHost.comís reasonable reinstatement fee following a suspension of service for non-payment, and to pay IGXHost.comís reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs.

(b) Fee Increases. IGXHost.com may increase its fees for services effective the first day of a Renewal Term by giving notice to Customer of the new fees at least forty five (45) days prior to the beginning of the Renewal Term, and if Customer does not give a notice of non-renewal as provided in Section 2 above, the Customer shall be deemed to have accepted the new fee for that Renewal Term and any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term).

(c) Taxes. At IGXHost.comís request Customer shall remit to IGXHost.com all sales, VAT or similar tax imposed on the provision of the services (but not in the nature of an income tax on IGXHost.com), regardless of whether IGXHost.com fails to collect the tax at the time the related services are provided.

(d) Early Termination. Customer acknowledges that the amount of the fee for the service is based on Customerís agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event IGXHost.com terminates the Agreement for Customerís breach of the Agreement in accordance with Section 9 (Termination), or Customer terminates the service other than in accordance with Section 9 (Termination) for IGXHost.comís breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due on the business day following termination of the Agreement.

4. Law/AUP. Customer agrees to use the service in compliance with applicable law and IGXHost.comís Acceptable Use Policy posted at http://www.igxhost.com/aup.php (the ďAUPĒ), which is hereby incorporated by reference in this Agreement. Customer agrees that IGXHost.com may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on Customerís use of the Services. Amendments to the AUP are effective on the earlier of IGXHost.comís notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment. Customer agrees to cooperate with IGXHost.comís reasonable investigation of any suspected violation of the AUP. In the event of a dispute between IGXHost.com and Customer regarding the interpretation of the AUP, IGXHost.comís commercially reasonable interpretation of the AUP shall govern.

5. Customer Information. Customer represents and warrants to IGXHost.com that the information he, she or it has provided and will provide to IGXHost.com for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to IGXHost.com that he or she is at least 18 years of age. IGXHost.com may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customerís account until Customer has provided a written notice changing the Primary Customer Contract.

6 Indemnification. Customer agrees to indemnify and hold harmless IGXHost.com, IGXHost.comís affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customerís services in violation of applicable law or the AUP by Customer or any person using Customerís log on information, regardless of whether such person has been authorized to use the services by Customer.

7. Disclaimer of Warranties. IGXHost.com DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW IGXHost.com DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN ďAS ISĒ BASIS.

8. Limitation of Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILIY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF IGXHost.com AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR THREE MONTHS OF SERVICE.

9. Suspension/Termination.
(a) Suspension of Service. Customer agrees that IGXHost.com may suspend services to Customer without notice and without liability if: (i) IGXHost.com reasonably believes that the services are being used in violation of the AUP; (ii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) IGXHost.com reasonably believes that the suspension of service is necessary to protect its network or its other customers, or (iv) as requested by a law enforcement or regulatory agency. Customer shall pay IGXHost.comís reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.

(b) Termination. The Agreement may be terminated by Customer prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability if IGXHost.com fails in a material way to provide the service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Customerís written notice describing the failure in reasonable detail. The Agreement may be terminated by IGXHost.com prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability as follows: (i) upon ten (10) days notice if Customer is overdue on the payment of any amount due under the Agreement, dedicated server products, virtual private server products are automatically terminated after the due date of the invoice; (ii) Customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within thirty (30) days of a written notice from IGXHost.com describing the violation in reasonable detail; (iii) upon one (1) days notice if Customerís Service is used in violation of a material term of the AUP more than once, or (iv) upon one (1) days notice if Customer violates Section 5 (Customer Information) of this Agreement. Either party may terminate this agreement upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.

10. Requests for Customer Information. Customer agrees that IGXHost.com may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customerís customers or end users that IGXHost.com believes violates applicable law, and (ii) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.

11. Back Up Copy. Customer agrees to maintain a current copy of all content hosted by IGXHost.com nothwithstanding any agreement by IGXHost.com to provide back up services.

12. Changes to IGXHost.comís Network. Upgrades and other changes in IGXHost.comís network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Customerís hosted content and/or applications. IGXHost.com reserves the right to change its network in its commercially reasonable discretion, and IGXHost.com shall not be liable for any resulting harm to Customer.

13. Notices. Notices to IGXHost.com under the Agreement shall be given via electronic mail to the e-mail address posted for customer support on http://www.igxhost.com/support.php. Notices to Customer shall be given via electronic mail to the individual listed as the Primary Customer Contact on the Order. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. Customer may change his, her or its notice address by a notice given in accordance with this Section.

14. Force Majeure. IGXHost.com shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond IGXHost.comís control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.

15. Governing Law/Disputes. The Agreement shall be governed by the laws of the Province of Ontario, exclusive of its choice of law principles, and the laws of Canada, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE THE STATE AND FEDERAL COURTS IN ONTARIO, CANADA, AND EACH PARTY AGREES NOT TO DISPUTE SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO.

16. Early Cancellations and Requests. All of IGXHost's clients are required to submit a cancellation request either through their client portal or directly submitting a ticket or e-mailing the billing department. Cancellations must be made at least 10 days in advance prior to the end of the cycle of the service (whether it be monthly or annually). For example, if your web hosting account is due to end on January 15th, then you must request a cancellation on January 5th or earlier; no later. Invoices are issued to all clients 14 days prior to the due date. If a cancellation request is not properly made before at least 10 days of when the service term ends then you are expected to pay the invoice when due.

17. Resource Usage. No system in the world has unlimited resources, and we expect you to act responsibly when consuming resources on our system. If you consume unnecessary and excessive resources on our system we may suspend your access at any time without prior notice to correct the situation.

Users may NOT initiate the following on our servers:
- Run any process that requires more than 8Mb of memory space, more than 30 CPU seconds, or use more than 5% of all available system resources at any time.
- Run any type of interactive real-time chat applications that require server resources. Remotely-hosted services are fully allowed.
- Run stand-alone, unattended server-side processes at any point in time on the server. This includes any and all daemons, CGI proxy servers (we allow PHP-based proxy scripts under our Proxy Hosting plans only), and anonymizers.

18. Back-up. As the servers are connected to the Internet constantly, the content in the servers are exposed to hacker attacks, viruses and other adverse effects. For these and many other reasons, customers may lose the whole content of their servers. We back-up our servers on a daily basis. IGXHOST.COM will not be liable for lost data even if backups were created. We will restore your account on your request, however, and we encourage you to generate backups on your own. The backup system is fully automated and there is no way to guarantee that particular file or piece of data will be backed up at the specific time. We do not account for incomplete backups and render no compensation for non-current data contained in the backups. It is highly recommended that you keep local copies of your own back-ups as well. Back-ups can be generated and downloaded through your control panel.

19. Miscellaneous. Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other partyís name or trade mark without the other partyís prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority. This Agreement may be amended only by a formal written agreement signed by both parties. The terms on Customerís purchase order or other business forms are not binding on IGXHost.com unless they are expressly incorporated into a formal written agreement signed by both parties. A partyís failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that partyís rights with respect to that provision or any other provision of the Agreement. A partyís waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties. The following provisions will survive expiration or termination of the Agreement: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement. There are no third party beneficiaries to the Agreement. Neither insurers nor the customers of resellers are third party beneficiaries to the Agreement. Customer may not transfer the Agreement without IGXHost.comís prior written consent. IGXHost.comís approval for assignment is contingent on the assignee meeting IGXHost.comís credit approval criteria. IGXHost.com may assign the Agreement in whole or in part.

This Agreement together with the Order and AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supercedes and replace any prior understanding or communication, written or oral.

Last Updated July 29th, 2009