Hosted Application Agreement

Welcome to Intekron Application Hosting Services. This Hosting Agreement (“Agreement”) governs your purchase and use of all Internet application hosting services (collectively, the “Services”), as described in the Order Form, that you order and Intekron Ltd. (“Intekron”) accepts. You must register and accept the terms of this Agreement in order to use the Services.

BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, AND /OR REGISTERING FOR AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS AS WELL AS ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE.

Intekron may modify any of the terms and conditions contained in this Agreement and any policy or guideline incorporated by reference, at any time in its sole discretion and may also determine whether and when the modifications apply to existing or future customers. Any modifications are effective upon posting of the revisions on the Intekron Web site (the “Site”). Intekron will post a notice of modifications to this Agreement on the Site for 30 days. Intekron may post modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following Intekron’s posting of any modifications constitutes your acceptance of the modifications.

IF YOU DO NOT AGREE TO THIS AGREEMENT’S TERMS DO NOT CLICK THE “I ACCEPT” BUTTON. IF YOU DO NOT AGREE TO THE TERMS OF ANY MODIFICATION, DO NOT CONTINUE TO USE THE SERVICES AND IMMEDIATELY NOTIFY INTEKRON OF YOUR TERMINATION OF THIS AGREEMENT IN THE MANNER DESCRIBED IN SECTION A.

A. Term and Payment for Services

  1. This Agreement will be for a “Term” of one (1) year from the order date at the time you register for the Services. This Agreement will automatically expire unless explicitly renewed by you prior to the end of the Term.
  2. This Agreement may be renewed by you by purchasing a one year Application Hosting license from Intekron’s ecommerce site.
  3. This Agreement may be terminated by you at any time as described in the Online Privacy Policy.
  4. Termination Policy. If you terminate the Agreeement before the end of the Term Intekron will not refund to you any fees.
  5. Intekron may terminate this Agreement at any time and for any reason by providing to you 30 days’ prior written notice of termination.
  6. Liability and Obligations on Termination. If the Agreement expires or is terminated for any reason, Intekron is not liable to you because of the expiration or termination for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with your business, or for any other reason whatsoever flowing from the termination or expiration. If you terminate this Agreement, Intekron will not relieve you of any obligations to pay fees and costs accrued before the termination date or any other amounts you owe to Intekron under this Agreement.
  7. You will pay all charges in advance for your use of the Services at the then current Intekron prices, which will be exclusive of any applicable taxes. You are responsible for paying all federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the Services, other than taxes based on Intekron’s net income.
  8. Payment. You will pay all charges for Services in advance according to the then current price for the Services by credit card.

B. Use of Services

  1. Bandwidth and Storage. For Services, you will not exceed the bandwidth and storage usage limits in the Order Form. If you use any bandwidth or storage space in excess of the agreed upon number of megabytes per month, Intekron may, in its sole discretion, assess you with additional charges, suspend the Service, or terminate this Agreement. If Intekron elects to take any corrective action, Intekron will not refund any unused pre-paid fees. Your use of your account and access to it is your responsibility. You are responsible for any unauthorized access to your account resulting in bandwidth and storage usage exceeding the limits in the Order Form and resultant charges.

C. Intellectual Property Rights

  1. Your License Grant to Intekron. You grant to Intekron a non-exclusive, worldwide, and royalty-free license for the Initial Term and the Renewal Term, if applicable, to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use your content as necessary solely for the purposes of rendering and operating the Services to you under this Agreement. You expressly: (a) grant to Intekron a license to cache materials distributed or made available for distribution via the Services, including content supplied by third parties, and (b) agree that this caching is not an infringement of any of your intellectual property rights or any third party’s intellectual property rights.
  2. Your Warranties And Representations to Intekron. You warrant, represent, and covenant to Intekron that: (a) you are at least 18 years of age; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party Web sites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (g) your content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.
  3. Intekron Materials And Intellectual Property. All materials, including any computer software (in object code and source code form), data or information that Intekron or its suppliers or agents develop or provide under this Agreement, and any know-how, methodologies, equipment, or processes Intekron uses to provide the Services to you, including all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto will remain Intekron’s or its suppliers’ sole and exclusive property. Intekron will also maintain and control ownership of all Internet protocol (“IP”) numbers and addresses that Intekron may assign to you. Intekron may, in its sole discretion, change or remove any and all IP numbers and addresses.

D. Enforcement

  1. Investigation of Violations. Intekron may investigate any reported violation of this Agreement, or its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers or third parties. Intekron will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by applicable law or legal process.
  2. Actions. Intekron may restrict or remove from its servers any content that violates this Agreement or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party’s rights or that potentially violates any laws. If Intekron becomes aware that you have possibly violated this Agreement, any related policies or guidelines, third party rights or laws, Intekron may immediately take corrective action, including: (a) issuing warnings, (b) suspending or terminating the Service, (c) restricting or prohibiting any and all uses of content hosted on Intekron’s systems, and (d) disabling or removing any hypertext links to third-party Web sites, any of your content distributed or made available for distribution via the Services, or other content not supplied by Intekron that, in Intekron’s sole discretion, may violate or infringe any law or third-party rights or that otherwise exposes or potentially exposes Intekron to civil or criminal liability or public ridicule. It is Intekron’s policy to terminate repeat infringers. These rights of action, however, do not obligate Intekron to monitor or exert editorial control over the information made available for distribution via the Services. If Intekron takes corrective action because of a possible violation, Intekron will not refund to you any fees you paid in advance of the corrective action.
  3. Disclosure Rights. To comply with applicable laws and lawful governmental requests, to protect Intekron’s systems and customers, or to ensure the integrity and operation of Intekron’s business and systems, Intekron may access and disclose any information it considers necessary or appropriate, including, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on Intekron’s servers and systems. Intekron may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. To the extent any inconsistency exists between any terms of Intekron’s On-line Privacy Statement and Intekron’s right to disclose under this section, Intekron’s right to disclose under this section will control.

E. Disclaimed Warranties

Intekron exercises no control over, and accepts no responsibility for, the content of the information passing through Intekron’s host computers, network hubs and points of presence, or the Internet.

ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED “AS IS” AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, ANY FAILURE BECAUSE OF COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, INTEKRON DOES NOT MAKE AND DISCLAIMS, AND YOU WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.

F. Limitation and Exclusion of Liability

  1. Limitations. IN NO EVENT WILL INTEKRON OR ITS SUPPLIERS HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. NEITHER INTEKRON NOR ITS SUPPLIERS WILL HAVE LIABILITY WITH RESPECT TO INTEKRON’S OBLIGATIONS UNDER THIS AGREEMENT, OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF INTEKRON HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES.THIS DISCLAIMER APPLIES TO ALL CAUSES OF ACTION, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. YOU RELEASE INTEKRON AND ITS SUPPLIERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS.
  2. Interruption of Service. Intekron and its suppliers are not liable for any temporary delay, outages or interruptions of the Services. Further, Intekron is not liable for any delay or failure to perform its obligations under this Agreement, where the delay or failure results from any act of God or other cause beyond its reasonable control (including, any mechanical, electronic, communications or third-party supplier failure).
  3. Indemnification You release and hold harmless, and agree to indemnify, Intekron and its affiliates and suppliers (and their respective employees, directors and representatives) against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys’ fees and other litigation expenses) incurred by Intekron or its suppliers, arising out of or relating to: (a) your violation or breach of any term, condition, representation or warranty of this Agreement, or any applicable policy or guideline; (b) your improper or illegal use the Services; or (c) your violation, alleged violation, or misappropriation of any intellectual property right (including trademark, copyright, patent, trade secrets) or non-proprietary right of a third party (including defamation, libel, violation of privacy or publicity).

G. Illegal Or Harmful Use

  1. You may use the Services only for lawful purposes. Transmission, distribution, sale, or storage of any material in violation of any applicable law, regulation, or these Usage Guidelines is prohibited. The following non-exhaustive list details the kinds of illegal or harmful conduct are prohibited. Intekron reserves the rights to restrict or prohibit any and all uses of the Services or content on your Web site(s) and to remove such materials from its servers, that Intekron determines in its sole discretion is harmful to its servers, systems, network, reputation, good will, other Intekron customers, or any third party.
  2. Infringement. Infringement of intellectual property rights or other proprietary rights including, without limitation, material protected by copyright, trademark, patent, trade secret, or other intellectual property right used without proper authorization. Infringement may result from, among other activities, the unauthorized copying and posting of pictures, logos, software, articles, musical works, and videos.
  3. Offensive Materials. Transmission, disseminating, sale, storage or hosting material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable.
  4. Export Violations. Posting or sending of software or technical information in violation of Canadian export laws.
  5. Harmful Content. Disseminating or hosting harmful content including, without limitation, viruses, Trojan horses, worms, time bombs, cancelbots or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information.
  6. Fraudulent Conduct. Offering or disseminating fraudulent goods, services, schemes, or promotions (i.e., make money fast schemes, chain letters, pyramid schemes), or furnishing false data on any signup form, contract or online application or registration, or the fraudulent use of any information obtained through the use of the Services, including without limitation use of credit card numbers.
  7. Commercial Advertisements via E-Mail. You will not use Intekron services or your account to send or facilitate in any way the transmission of unsolicited commercial email. Intekron will enforce substantial penalties, including charging you for related network costs and terminating your account, for violations.

H. Miscellaneous Provisions

  1. Entire Agreement. This Agreement, in conjunction with all policies and guidelines incorporated by reference and in conjunction with the Intekron’s End-User License Agreement, constitutes the entire agreement between you and Intekron with respect to the subject matter of the Agreement, and there are no representations, understandings or agreements that are not fully expressed in this Agreement and the related policies and guidelines.
  2. No Fiduciary Relationship; No Third-Party Beneficiaries. Intekron is not the agent, fiduciary, trustee or other representative of you. Except for the rights of Intekron’s suppliers under sections 6 and 7, nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person (other than the parties to this Agreement) any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of its representations, warranties, covenants, conditions and provisions are intended to be and are for the sole and exclusive benefit of the parties to this Agreement.
  3. Amendments. Except as expressly provided in this Agreement, no amendment, change, waiver, or discharge of this Agreement is valid unless in writing and signed by the parties.
  4. Identification. Intekron may, free of any obligation to pay compensation, use your name and identify you as a Intekron client, in advertising, publicity, or similar materials distributed or displayed to prospective clients.
  5. Choice of Law and Forum. THIS AGREEMENT IS GOVERNED BY THE LAWS OF CANADA AND THE PROVINCE OF ONTARIO, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR PROVINCIAL COURTS LOCATED IN REGION OF PEEL, ONTARIO, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF THESE COURTS.
  6. Compliance With Laws. You will comply with all applicable laws and regulations and will indemnify and save Intekron harmless from your failure to so comply. Intekron will not have to perform any obligations set forth in this Agreement if the performance would violate any present or future law, regulation or policy of any applicable government.
  7. Non-Assignment. You may not assign this Agreement or any right or obligation under this Agreement, by operation of law or otherwise, without Intekron’s prior written consent. Intekron may assign its rights and obligations under this Agreement, and may utilize affiliates and agents in performing its duties and exercising its rights, without your consent. This Agreement are binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
  8. No Waiver. Intekron’s failure to enforce the strict performance of any provision of this Agreement does not constitute a waiver of Intekron’s right to subsequently enforce the provision or any other provisions of this Agreement.
  9. Severability. If any term or provision of this Agreement is deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement, if applicable, will remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, the term or provision will remain in full force and effect with respect to all other applications.
  10. Headings. The section headings used in this Agreement are for reference and convenience only and will not enter into the interpretation of the Agreement.
  11. Survival. All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations will survive the termination or expiration of the Agreement.