Terms & Conditions - Infinitely Virtual

1	Infinitely Virtual shall provide the Services as set forth herein and Customer shall pay the fees for the Services as specified on the Service Order. Payment is due for the initial term of the Services (as specified on the Service Order) when Customer places the order, and payment is due for each renewal term of the Services on the date specified in the applicable Service Order Receipt from Infinitely Virtual (each, the "Due Date"). Amounts unpaid after the applicable Due Date shall accrue interest at the lesser of 1.5% per month and the maximum lawful rate ("Interest Rate"). Infinitely Virtual reserves the right to suspend or terminate Services to any account in payment default, which suspension or termination (irrespective of its cause) shall not relieve Customer of its obligation to pay the fees for the Services. Infinitely Virtual's refund policy can be found at http://www.infinitelyvirtual.com/refund.html .
2	This Agreement shall be effective as to the parties hereto upon Customer's acceptance of the terms hereof pursuant to the instructions set forth in the on-line Services ordering process (the "Effective Date") and shall continue to the Expiration Date (as defined below). Unless (i) earlier terminated in accordance with the terms hereof, (ii) otherwise renewed for a specific renewal term, (iii) Customer has given Infinitely Virtual written notice of termination at least 10 days prior to the date of Infinitely Virtual's Expiration Date of the Services or (iv) Infinitely Virtual has given Customer written notice of termination, this Agreement shall renew and continue in effect for a renewal term equivalent in length to the term just ended (unless otherwise requested in writing by Customer) at Infinitely Virtual's then-current price for such term length for the Services as set forth in the applicable Service Order from Infinitely Virtual. "Expiration Date" means the last day of the service term for which any Services are ordered (as per the applicable Service Order), with such service term being measured for purposes of this definition from the date Infinitely Virtual first makes the Services available for use by the Customer ("Commencement Date"), as extended by any renewal term. Any notice of termination must be given to Infinitely Virtual by providing the appropriate data online at http://www.infinitelyvirtual.com/cancelplan.html . A portion of related Services may be terminated upon termination of the underlying agreement between Infinitely Virtual and the third-party vendor.
3	As part of the Services, Infinitely Virtual provides servers, the associated operating system and other applicable software, equipment used for Internet connectivity and required space in a Infinitely Virtual data center (collectively, the "Equipment"). Infinitely Virtual acts solely as a provider or "reseller" of the Equipment it uses to provide the Services, which have been manufactured or otherwise provided by a third party. Customer's sole remedies for any malfunction or defect in the Equipment are the Service Level Agreements described in Section 11 below. Infinitely Virtual will perform the initial configuration of the Equipment and such maintenance and support Services as are specified on the Service Order. Infinitely Virtual will occasionally perform maintenance services which Customer acknowledges may require Equipment downtime, and in such event Infinitely Virtual will attempt to provide prior notice of such downtime. Customer shall supply (and shall cause its third-party suppliers to provide) Infinitely Virtual with such reasonable assistance as Infinitely Virtual requires to provide the Services. Customer is solely responsible for all other services not specified on the Service Order, which may include, without limitation, the management, administration and support of Customer's software and the software that is part of the Equipment once it is installed by Infinitely Virtual. In addition, Customer acknowledges and agrees that while Infinitely Virtual may perform certain backups as part of its internal operations with respect to the Services, such backups are not meant to be a complete disaster recovery solution for Customer and, as such, Customer is solely responsible for backup of its software and data residing on the Equipment.
4	Infinitely Virtual shall have no obligation to provide support and no liability for any interruption or deficiency in the Services resulting from (a) tampering or alteration of the Equipment by persons not authorized, or in a manner not explicitly required by Infinitely Virtual or (b) the function or malfunction of hardware or software not supplied by Infinitely Virtual. Customer shall promptly report all alterations to Equipment or software initiated or implemented by persons not explicitly required by Infinitely Virtual and shall promptly implement any corrective procedures required by Infinitely Virtual. Infinitely Virtual exercises no control over, and specifically rejects any responsibility for, the content, accuracy or quality of information passing or obtained through or resident on the Equipment. Use of any information obtained via the Equipment is strictly at Customer's own risk.
5	Customer and those using the Services through Customer shall at all times comply with the then current version of Infinitely Virtual's Acceptable Use Policy specified at www.infinitelyvirtual.com ("AUP") , which is incorporated into and made a part of this Agreement. Infinitely Virtual may amend the AUP from time to time, which amendments shall be effective upon their posting at such website. Infinitely Virtual may take any of the preventative or corrective actions specified in the AUP, up to and including suspension of the Services or termination of the Agreement, which suspension or termination shall not relieve Customer of its obligation to pay the fees for the Services. Customer acknowledges and agrees that Infinitely Virtual will provision the Services hereunder subject to its Privacy Policy, as amended from time to time, a copy of which is available at www.infinitelyvirtual.com. Because Infinitely Virtual acts only as a conduit for transmission of data it is not subject to the Health Insurance Portability and Accountability Act (as per 65 FR 82476), or Gramm-Leach-Bliley Act (as per 16 C.F.R. Ð’Â§314.2(d)); Customer is solely responsible for complying with such statutes, rules and regulations.
6	Customer shall indemnify, defend and hold harmless Infinitely Virtual and its affiliates from and against any claims, causes of action, losses, damages, costs or expenses (collectively, "Claims") arising out of or relating to use by or through Customer of the Services in any way, including any breach of the AUP.
7	Infinitely Virtual reserves the right to monitor Customer's bandwidth and/or disk usage and to utilize technology to limit such usage to ordered amounts and/or to charge Customer for any excessive usage. Infinitely Virtual further reserves the right to suspend access to Customer's website, script or other application in the event Infinitely Virtual reasonably believes that such website, script or other application is the cause of interruptions in Infinitely Virtual's ability to provide services to other customers, which suspension or termination shall not relieve Customer of its obligation to pay the fees for the Services. In the event of any such suspension, Infinitely Virtual will notify Customer as soon as practicable so that Customer may take remedial action in order to regain access to its website, script or other application. Customer acknowledges and agrees that in an effort to control spam (i) Infinitely Virtual may utilize certain technologies to block incoming and outgoing email which Infinitely Virtual determines, in its sole discretion, may be spam, (ii) Infinitely Virtual servers will not accept connections from unsecured systems (including, without limitation, open relays, open proxies, open routers or any other system that has been determined to be available for unauthorized use), (iii) Infinitely Virtual may, in its sole discretion, reject connections from systems that use dynamically assigned or residential IP addresses, and (iv) Infinitely Virtual may, in its sole discretion, reject connections from any IP address that does not have reverse DNS (a PTR record).
8	SUBJECT TO SECTION 11 BELOW, INFINITELY VIRTUAL MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR EQUIPMENT; AND DISCLAIMS ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. Infinitely Virtual shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, acts of God, earthquakes, labor disputes, changes in law, regulation or government policy, riots, war, fire, epidemics, acts or commissions of vendors or suppliers, equipment failures, transportation difficulties, or any other such occurrences. Either party may terminate this Agreement if the failure or delay of performance caused by such event of force majeure continues for a continuous period of 10 business days.
9	IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR USE OF SERVICES BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding anything to the contrary stated in this Agreement, Customer's sole remedies for any Claims relating to the Services are set forth in Section 11. In no event shall Infinitely Virtual's and its affiliates' aggregate, collective liability for any Claims (including negligence or otherwise), exceed the amount paid by Customer for the Services during the 12-months preceding the date the Claim occurred or arose.
10	Any Internet Protocol addresses ("IP Addresses") assigned to Customer by Infinitely Virtual in connection with the Services (i) shall be used only in connection with the Services and (ii) will require Infinitely Virtual to disclose certain Customer contact information to the applicable registry for Internet numbers. If for any reason Customer discontinues use of the Services or this Agreement terminates, Customer's right to use the IP Addresses shall terminate. Infinitely Virtual may change the IP Addresses upon 30 days' written notice to Customer.
11	The Service Level Agreements ("SLAs"), if any, for the Services, which are incorporated into this Agreement and include commitments with respect to certain availability of the Services, are set forth at http://www.infinitelyvirtual.com/sla.html and set forth Customer's sole and exclusive remedies for Claims relating to the Services.
12	Customer acknowledges that all right, title and interest in any and all technology, including the software, that is part of or provided with the Services and any trademarks or service marks of Infinitely Virtual or third parties utilized in connection with the Services (collectively, "Infinitely Virtual Intellectual Property") are vested in Infinitely Virtual and/or in Infinitely Virtual's licensors. Unless otherwise specifically provided in this Agreement, Customer shall have no right, title, claims or interest in or to the Infinitely Virtual Intellectual Property. Customer may not copy, modify or translate the Infinitely Virtual Intellectual Property or related documentation, or decompile, disassemble or reverse engineer the Infinitely Virtual Intellectual Property, to use it other than in connection with the Services, or grant any other person or entity the right to do so. Infinitely Virtual may not use Customer's name, trademarks, trade names or other proprietary identifying symbols without the prior written consent of Customer, except that, unless otherwise specified on the Service Order Infinitely Virtual may use Customer's name on a list of sample customers for marketing purposes.
13	This Agreement shall be binding upon and inure to the benefit of Customer, Infinitely Virtual and Infinitely Virtual's successors and assignees. Customer may not assign this Agreement without the prior written consent of Infinitely Virtual, which consent will not be unreasonably withheld or delayed.
14	The validity, interpretation, enforceability and performance of this agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts or choice of laws.
15	This Agreement may not be amended by Customer except upon the written consent of Customer and an officer of Infinitely Virtual. Customer agrees that (i) this Agreement may be amended by Infinitely Virtual from time to time and (ii) any such amendments will be binding and effective immediately upon Infinitely Virtual's notification to Customer via (i) an email to Customer's current contact information in Infinitely Virtual's records or (ii) via Customer's Control Panel for the Services, if applicable. The continued use of any Services shall constitute Customer's acceptance of any such amendments. IF CUSTOMER DOES NOT ACCEPT ANY SUCH AMENDMENTS, CUSTOMER'S SOLE REMEDY SHALL BE TO REQUEST THAT THE AFFECTED SERVICES BE DISCONTINUED. In order to request the discontinuance of affected Services, Customer must (i) submit a cancellation request to Infinitely Virtual at http://www.infinitelyvirtual.com/cancelplan.html 10 days prior to the cancellation date, and (ii) pay all accrued but unpaid fees for the Services rendered to the date of cancellation.
16	All notices from Infinitely Virtual shall be deemed received by Customer when sent by Infinitely Virtual to Customer's current email contact on record or posted on Customer's Control Panel. Customer is solely responsible for ensuring that its contact information is kept up-to-date.
17	This Agreement (including the Service Order(s) to which it relates) supersedes all previous and contemporaneous written and oral representations, understandings or agreements related to the Services set forth on the related Service Order(s). The terms of this Agreement shall control inconsistencies between this Agreement and any Service Order. The rights and obligations in this Agreement of the Parties which would be, by their nature or content, intended to survive the expiration or termination of this Agreement shall so survive. It is the explicit intention of the Parties that there are no third-party beneficiaries to this Agreement. No failure or delay on the part of either party to exercise, any right or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law. No determination by a court of competent jurisdiction that any term or provision of this Agreement is invalid or otherwise unenforceable shall operate to invalidate or render unenforceable any other term or provision of this Agreement and all remaining provisions shall be enforced in accordance with their terms. This Agreement may be modified by Infinitely Virtual at any time.

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