Website Hosting Terms and Conditions

If you have selected CalliaMedia’s optional website hosting (the “Services”), then, by doing so you hereby agree to be legally bound by the terms and conditions below (“Agreement”). This Agreement contains important information about our obligations, and your legal rights and remedies; please read this Agreement carefully.

This Agreement is made effective as of the date of your purchase of the Services, whether by electronic acceptance or by executing a written proposal including hosting with CalliaMedia (“Effective Date”) which incorporates these terms by reference and provides a link to this Agreement. This Agreement is between CalliaMedia, a British Columbia sole proprietorship with its principal place of business at 910 Grilse Ln, Brentwood Bay, British Columbia V8M 1B5, (“CalliaMedia”) and you, the customer (“you”). CalliaMedia and you are each also individually referred to as a “Party” and collectively as “the Parties”.

  1. CalliaMedia Obligations and Hosting Services. CalliaMedia will provide the Services to you in accordance with this Agreement by hosting your website (“Website”) on shared servers that CalliaMedia utilizes as a reseller of hosting services on which you will have a separate and unique domain name system (“DNS”). CalliaMedia will perform the Services in a professional, workmanlike manner, and consistent with industry standards. In conjunction with the Services, you are required to subscribe to CalliaMedia’s maintenance services, under the terms of which CalliaMedia will provide you with updates, maintenance and backup copies of your Website content. You may access the Maintenance Agreement Terms here: http://www.calliamedia.com/maintenance-agreement. CalliaMedia is not responsible for providing any other services not expressly required under this Agreement.

 

  1. Your Obligations. You are solely responsible for ensuring the integrity of your Website content. Therefore, you acknowledge and agree that CalliaMedia may remove your Website and any email accounts provided to you as a part of your hosting plan if you utilize your Website or email account(s) for actions including, but not limited to:
  1. spamming or other abusive activities;
  2. transmitting any material that is in CalliaMedia’s view, misleading, vulgar or malicious;
  3. attempting to gain unauthorized access to any website, computer, or server;
  4. publishing any material that is in violation of any regulation, ordinance or law (including common law), statute, by-law, rule, order, treaty, decree, judgment, official directive, protocol, code, guideline, policy, or other requirement of any governmental authority having the force of law; or
  5. disseminating any material that is protected by intellectual property rights which can be shown to be owned by a third party who has not provided you with consent to use such protected intellectual property;

 

  1. Suspected Breach of Obligations. If CalliaMedia has reason to believe that you have failed to meet the obligations specified above in clause 2 above, then after investigation of the matter CalliaMedia may take any or all of the following actions below without providing you with any eligibility for a refund of any fees you have paid prior to such action:
    1. issue a warning to you;
    2. amend or delete the affected Website content;
    3. suspend the Services or your access to the back end of your Website;
    4. terminate your Services; and
    5. removing from CalliaMedia’s servers any content that violates this Agreement.

 

  1. Account Information. You agree to provide CalliaMedia with accurate contact and payment information, including updating such information from time to time as may be necessary. If CalliaMedia is unable to contact you or process your method of payment for the Services, we will have no choice but to suspend or terminate the Services.

 

  1. Ownership of Website Content. In providing the Services to you, CalliaMedia acknowledges that your Website content remains your sole property, whether such Website content is owned by or licensed to you. CalliaMedia owns all Internet protocol (IP) addresses that are assigned to you and may therefore modify or remove any IP addresses.

 

  1. Updates to this Agreement. CalliaMedia may unilaterally amend the terms of this Agreement as necessary to accommodate changes in technology, features or pricing of the Services. You hereby agree that CalliaMedia may notify you of such amended terms by posting the amendment on the CalliaMedia Website, with the revision date noted at the bottom of this Agreement to indicate the effective date of the amendment. Your continued use of the Services after the revision date constitutes your agreement such amended terms.

 

  1. CalliaMedia’s fees for your use of the Services will be automatically billed to your payment method on file at the greater of: (a) the fee indicated in the Proposal; or (b) CalliaMedia’s then current rates for the Services. Any additional Services requested by you will be charged at CalliaMedia’s then current hourly rate. All fee amounts are exclusive of taxes. You agree that you will pay all applicable taxes.

 

  1. Late Fees. If your payment information is not up-to-date and you fail to pay your invoice before the due date, please note that CalliaMedia adds a late payment charge of twenty four percent per annum (24%) or the maximum allowable interest rate allowable at law, whichever is greater, to all outstanding amounts that are not paid within thirty (30) days from the due date specified in CalliaMedia’s invoice. In the event that your account becomes delinquent, CalliaMedia may, at its option, cease any remaining performance obligations under this Agreement or any related agreement for with you until you have made payment. You will be liable for all legal and other expenses associated with collecting any overdue fees.

 

  1. Term. This Agreement shall begin on the Effective Date and continue for the term indicated in the Proposal or for the term you selected when signing up for the Services using the CalliaMedia website. After such initial term, this Agreement will automatically renew for successive identical terms (not exceeding a renewal term of one (1) year), unless terminated earlier.

 

  1. Hosting Service Standard. CalliaMedia hosting provides a minimum Service uptime standard of 99.5% of available time per month. The following exceptions are applicable to this Service standard: (a) scheduled maintenance or repairs; (b) downtime resulting from your installation of third party applications; (c) outages that do not affect the appearance of your Website for visitors; and (d) force majeure.

 

  1. Except for annual subscriptions services, either Party may terminate this Agreement for any reason upon providing thirty (30) days prior written notice to the other Party. Notwithstanding the foregoing, if you fail to pay any amount owing under this Agreement and such failure continues for ten (10) days, CalliaMedia may, in its sole option and in addition to any other remedies available, terminate this Agreement, with immediate effect, by providing you with written notice. If one Party defaults in the performance of any obligation under this Agreement, and such default continues for a period of ten (10) days after the other Party provides written notice specifying the default, then the other Party may terminate this Agreement, with immediate effect, by giving written notice to the defaulting Party. This Agreement will immediately terminate immediately upon the occurrence of either Party’s insolvency, bankruptcy, receivership, dissolution, or liquidation.

 

  1. Effect of Termination. Upon termination for any reason, CalliaMedia may immediately, without Notice, suspend, restrict, or terminate the Services, delete content, or take any other action consider appropriate in the circumstances.

 

  1. Transition Services. Except in the case of termination of this Agreement as a result of a breach in the performance of any of your obligations under this Agreement, CalliaMedia will continue to keep your Website accessible for a period of seven (7) days following the date of termination.

 

  1. Third Party Disclosures. CalliaMedia may receive requests for its customer Website information from governmental entities. In order to comply with applicable laws CalliaMedia may access and disclose to the appropriate governmental entity any information requested and report to those authorities any activity that we suspect violates or may violate any law

 

  1. Force Majeure. Except for the obligation to make payment for Services rendered, neither Party shall be liable in the event that its performance of this Agreement is prevented, or rendered so difficult or expensive as to be commercially impracticable, by reason of an Act of God, labor dispute, unavailability of transportation, goods, governmental restrictions or actions, war (declared or undeclared) or other hostilities, or by any other event, condition or cause which is not foreseeable on the Effective Date and is beyond the reasonable control of the Party. In the event that the performance of a Party is delayed for more than three (3) months, the other Party shall have the right, which shall be exercisable for so long as the cause of such delay shall continue to exist, to terminate this Agreement without liability for such termination.

 

  1. Relationship of the Parties. Nothing contained in this Agreement creates an employee-employer, partnership, joint venture, principal-and-agent, or any similar relationship between the parties.

 

  1. Confidential Information. Neither Party shall use any Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under this Agreement. Each Party acknowledges and agrees that the other Party may immediately enforce this Agreement by means of specific performance or injunction. “Confidential Information” means all information that the parties would reasonably expect to be considered confidential, but does not include information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) the receiving party received in good faith on a non-confidential basis from a source other than the disclosing party or its representatives; (iii) can be proven by written evidence that it was in the receiving party’s possession before its disclosure by the disclosing party or its representatives; (iv) can be proven by written evidence that the receiving party developed independently without breach of this Agreement; or (v) the disclosing party has explicitly approved in a signed writing authorizing the receiving party to release to a third party. Any breach by either Party involving the misuse of Confidential Information or threatened breach may result in irreparable damage for which the non-breaching Party will have no adequate remedy at law. Accordingly, in addition to any other remedies and damages available, the Parties acknowledge and agree that the non-breaching Party may immediately seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security

 

  1. LIMITATION OF LIABILITY. CALLIAMEDIA HAS NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE CONTENT OF THE INFORMATION INTERNET. IN NO EVENT SHALL CALLIAMEDIA BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LIABILITIES WHATSOEVER ARISING FROM OR RELATING TO THE SERVICES OR THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY. IN NO EVENT WILL CALLIAMEDIA’S LIABILITY EXCEED FIFTY PERCENT (50%) OF THE FEES PAID BY YOU UNDER THIS AGREEMENT, UNLESS SUCH LIABILITY IS BASED ON FRAUDULENT ACTS OR OMISSIONS OF CALLIAMEDIA. THIS LIMITATION APPLIES TO ALL CLAIMS OF LIABILITY AGAINST CALLIAMEDIA, WHETHER CALLIAMEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE, AND TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW. THE RIGHTS AND REMEDIES AVAILABLE TO A PARTY UNDER THIS AGREEMENT ARE CUMULATIVE AND IN ADDITION TO, NOT EXCLUSIVE OF OR IN SUBSTITUTION FOR, ANY RIGHTS OR REMEDIES OTHERWISE AVAILABLE TO THAT PARTY.

 

  1. EACH OF THE PARTIES AGREES TO INDEMNIFY THE OTHER FOR ANY CLAIMS ARISING OUT OF A BREACH OF ANY OF THE REPRESENTATIONS MADE UNDER THIS AGREEMENT. A PARTY WILL GIVE PROMPT NOTICE TO THE OTHER PARTY OF ANY CLAIM OR POTENTIAL CLAIM FOR INDEMNIFICATION UNDER THIS SECTION. THE RIGHTS GRANTED UNDER THIS CLAUSE ARE THE EXCLUSIVE REMEDIES AVAILABLE UNDER THIS AGREEMENT.

 

  1. DISCLAIMER OF WARRANTIES. CALLIAMEDIA MAKES NO OTHER WARRANTIES BEYOND THE WARRANTIES PROVIDED IN THIS SECTION 8. CALLIAMEDIA EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

  1. Legal Fees. In the event of any action to enforce rights under this Agreement, the prevailing Party shall be entitled its costs and expenses, including reasonable legal fees and expenses, incurred in connection with such action.

 

  1. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties and their permitted successors and assigns.

 

  1. Amendment and Assignment. This Agreement may be amended only by a written instrument signed by the Parties. The Parties may not assign this Agreement or any right or obligation of this agreement, without prior written consent of the party, except that CalliaMedia may assign this Agreement to an affiliate or any entity acquiring all or substantially all of the assets of CalliaMedia.

 

  1. Governing Law and Venue. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any purchases or transactions entered into pursuant to this Agreement. This Agreement shall be governed in all respects by the laws of British Columbia without regard to its conflict of law rules. Venue for any lawsuit brought by the parties to this Agreement against each other regarding or as a result of this Agreement shall be proper only in an appropriate court located within Victoria, British Columbia and the Parties hereby submit to the exclusive jurisdiction of said courts.

 

  1. No Waiver. A party’s failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver. No single or partial exercise of any right, power or privilege shall preclude any other or further exercise thereof.

 

  1. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, then such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions of the Agreement; provided, that in any such event, the Parties shall use good faith efforts to reform this Agreement in order to give effect to the original intent of the Parties.

 

  1. Any provision of this Agreement which imposes an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.

 

  1. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

  1. Entire Agreement. This Agreement together with the documents referred to in this Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations and understandings of the Parties, written or oral.

 

 

Revision Date: April 7, 2016