Terms Of Service
The Service Agreement, and any supplemental Service Order(s) define the scope of Services and fees charged to Client and are hereby attached and incorporated by reference to this Agreement. Client and Retrix Hosting, Inc. ("Retrix") agree to perform the following:
Term of Agreement
The term of an agreement is the period of time the client agrees to pay
for services. Cancellation before the end of the term constitutes a
forfeiture fees for the term of service. All service order are renewed
upon payment of fees for each monthly term of hosting.
Payment of Fees
The Client will pay for services on a monthly or an advanced payment
basis as indicated by the Client. Thereafter the Client will pay for
services on a monthly or advanced payment basis as indicated by the
Client. The Client will be billed a monthly basis with payment due to
Retrix in Canadian funds twenty-eight (28) calendar days from the date
of invoice. In the event the Client fails to remit payment a late fee of
18% annual interest of the outstanding balance added to the subsequent
invoice. Failure to remit payment within forty-five (45) calendar days
from the date of invoice will result in the account being frozen and any
associated websites being taken offline. In order for re-activation to
occur, outstanding fees must be paid in full, including a $5.00
re-activation fee.
Retrix may terminate service at any time and for any reason including for non-payment of fees. Client agrees to pay all costs of collection including court costs and attorneys fees. Failure to remit payment when due for a concurrent period of six billing cycles results in the creation of an equitable lien of which Retrix is the primary creditor in and on all Client property, physical and intangible on Retrix premises.
One Year Agreements
The Client who has registered for a One Year Agreement (eg. Package 1 -
One Year Agreement) receives a discount on a similar month-to-month
hosting package but agrees to pay Retrix this discounted monthly fee for
one full year (12 months) from the start of the subscription, hereinafter
referred to as the 'One Year Agreement Start Date'. If the Client chooses
to cancel the account before 12 months have elapsed since the One Year
Agreement Start Date, the Client's account will be charged the remainder
of their monthly subscription fees for the unused portion of the year
(not including transfer charges).
At the start of the 12th month of the yearly subscription, Retrix agrees to remind the Client that the account will be renewed unless Retrix is otherwise instructed by the Client. The Client will then have one month to decide whether or not to renew for another year. If the Client's account is renewed, the date it is renewed becomes the new 'One Year Agreement Start Date'
Returned Cheques
The Client will pay an additional fee for any cheques that are returned.
The fee will be the greater of the associated bank penalty and CDN $10.
Equipment
All equipment on Retrix's premises is the sole property of Retrix unless
provided to Retrix by the client. Retrix is solely responsible for the
ongoing maintenience and management of its hardware and software.
Upgrades, downgrades, enhancements or modifiactions of any kind to
Retrix's equipment or software will be made at the sole discretion of
Retrix and/or its authorized agents.
The Client is solely responsible for maintenance, insurance, and preservation of Client equipment, property and data on Retrix premises. Dedicated, lease or rental equipment is the sole property of Retrix. All equipment and software upgrades to dedicated, lease or rental equipment will be made at Retrix's discretion and may be subject to additional fees. Equipment and hardware upgrades will occur no more than once every two years. Software upgrades that require an additional purchase or licensing fee will occur no more than once per year.
Confidential Information
(a) Definition. "Confidential Information" means all non-public
confidential and proprietary information that the disclosing party
identifies in writing as confidential.
(b) Nondisclosure. Retrix agrees (a) to hold the disclosing party's Confidential Information in strict confidence, (b) not to disclose such Confidential Information to any third party, and (c) not to use the disclosing party's Confidential Information for any purpose other than to further this Agreement. Retrix may disclose the other party's Confidential Information to its responsible employees with a bona fide need to know such information, but only to the extent necessary to carry out this Agreement. Retrix agrees to instruct all such employees not to disclose such Confidential Information to third parties, including consultants, without the prior written permission of the disclosing party.
(c) Exceptions. Notwithstanding the foregoing, Confidential Information will not include information that (i) is now, or hereafter becomes, through no act or failure to act on the part of Retrix, generally known or available to the public; (ii) was acquired by Retrix before receiving such information from the disclosing party and without restriction as to use or disclosure; (iii) is hereafter rightfully furnished to Retrix by a third party, without restriction as to use or disclosure; (iv) is information that Retrix can document was independently developed by itself without use of the disclosing party's Confidential Information; (v) is required to be disclosed by law, provided that Retrix uses reasonable efforts to give the disclosing party reasonable notice of such required disclosure and to limit the scope of material disclosed; or (vi) is disclosed with the prior written consent of the disclosing party.
(d) Return. Upon the disclosing party's request, Retrix will promptly return to the disclosing party all tangible items containing or consisting of the disclosing party's Confidential Information.
(e) Injunctive Relief. Each party acknowledges that all of the disclosing party's Confidential Information is owned solely by the disclosing party (or its licensors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury to the disclosing party, the degree of which may be difficult to ascertain. Accordingly, each party agrees that the disclosing party will have the right to obtain an immediate injunction enjoining any breach of this section.
Acceptable Use Policy
During the period that Retrix provides Services Client shall not
distribute on the Web site or over the system any content that (a)
violates intellectual property rights of any third party or any rights
of publicity or privacy; (b) violates any law statute, statute ordinance
or regulation, including without limitation the laws and regulations
governing export control, unfair competition, antidiscrimination,
unsolicited e-mail (known as "spam"), postings that violate Usenet
newsgroup charters or false advertising; (c) is defamatory, trade
libelous, unlawfully threatening or unlawfully harassing; or (d)
contains any viruses, trojan horses, worms, time bombs, cancelbots or
other computer programming routines that are intended to damage,
detrimentally interfere, surreptitiously intercept or expropriate any
system, data or personal information. Any alleged or actual violation of
the above may result in immediate termination of services.
Limited Performance Warranty
Retrix warrants that it will perform its services in a competent and
workmanlike manner and to ensure the technological aspects operate
substantially according to the agreed to specifications. Retrix does not
warrant that it will be able to correct all reported defects or that
services will be error free. Retrix makes no warranty regarding features
or services provided by third parties or web "browser" software that are
provided "as is" and "as available."
Indemnification
Client will defend, indemnify, and hold harmless Retrix, and their
respective directors, officers, technology partners, employees,
affiliates, and agents from all claims, actions, losses, liability,
damages, costs, and expenses (including reasonable attorney's fees and
expenses) arising from any provision or claim of this Agreement. Without
limiting the generality of the foregoing, Client shall indemnify and
hold harmless Retrix against liabilities arising from the following: (i)
the products or services provided by Client in connection with Retrix;
(ii) any actual or alleged defamatory or illegal material provided by
Client for placement on, or in connection with Retrix; and (iii) any
material provided by Client on, or in connection with Retrix, that
actually or allegedly infringes on the intellectual property or personal
rights of a third party. Each party agrees to (i) promptly notify the
other party in writing of any indemnifiable claim and give the other
party the opportunity to defend or negotiate a settlement of any such
claim at the party's sole expense, and (ii) cooperate fully with the
other party in defending or settling such claim; Retrix reserves the
right, at its own expense, to assume the exclusive defense and control
of any matter otherwise subject to indemnification.
Excuse
Client agrees that Retrix shall not be liable for damages of any kind
arising from random acts of the universe or any other condition beyond
its control.
Term and Termination
This Agreement has a term as specified on your contract and is subject
to automatic renewal periods equal to the contracted period. Client may
terminate this agreement by thirty day written notice prior to contract
expiration to Retrix. At no time shall fees be prorated for unused
service. Retrix does not refund or credit client for unused, cancelled
service.
Assignment
This Agreement will bind and inure to the benefit of each party's
permitted successor and assigns only if written notice of assignment is
given to the non assigning party.
Return/Refund Policy
Setup fees are non-refundable. Client will be charged for the portion of
the month that they used. If Client cancels an account that has a credit
(client has pre-paid), Client shall be refunded outstanding credits after
portion of month is deducted. Refunds shall not be issued until after a
month's billing cycle.
Delivery Policy
Accounts shall be configured and activated within one (1) week of signup.
Entire Agreement
The entire Agreement is governed by the laws of the province of British
Columbia, Canada. The Agreement supersedes all prior proposals and
understandings, oral or written and is the entire understanding between
the parties. Any dispute between the parties shall be settled by binding
arbitration in a proceeding conducted in Vancouver, British Columbia.
This Agreement is subject to change.