This Web Hosting Agreement (this "Agreement") is between Fidati.us, a Florida Corporation formed under the laws of the State of Florida with its principal office at PO 78 SW 7th St, MIA, FL 33130 ("Fidati US") and the person (individual or legal person or legal entity) whose signs Fidati's service order and set up form (the "Order") incorporating this Agreement by reference ("Customer"). This Agreement governs Customer's use of Fidati's Web Hosting service.
Subject to the terms of this Agreement, and contingent on Customer's satisfaction of Fidati's credit approval requirements, Fidati agrees to provide the web hosting services described in the Order for the fees stated in the Order.
The initial service term of the Agreement shall begin on the date that Fidati generates an e-mail message to Customer announcing the activation of the Customer's account (the "Service Commencement Date") and shall continue for the number of months stated in the Order (the "Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew unless Fidati or Customer provides the other with written notice of non-renewal through the customer center which is located at https://brain.fidati.us. The Initial Term and any Renewal Term may be referred to collectively in this Agreement as the "Term."
Fees are payable in advance on the first day of each billing cycle. Customer's billing cycle shall be monthly, quarter, semi-annually, annually, or bi-annually as indicated on the Order, beginning on the Service Commencement Date. Fidati may require payment for the first billing cycle before beginning service. If the Order provides for credit/debit card billing, Customer authorizes Fidati 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 Fidati 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.
Payments must be made in United States dollars. Customer is responsible for providing Fidati with changes to billing information (such as credit card expiration, change in billing address) at its option, Fidati may accrue charges to be made to a credit/debit card until such charges exceed $10.00. Fidati may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law. Fidati 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 Fidati's reasonable reinstatement fee following a suspension of service for non-payment, and to pay Fidati's reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs.
(b) Fee Increases
Fidati 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).
(b1) Auto Upgrades
Fidati may upgrade a customer's hosting package to the next available package to maintain service if the customer exceeds their current package limits. Fidati will bill the customer for the upgrade.
At Fidati request Customer shall remit to Fidati all sales, VAT or similar tax imposed on the provision of the services (but not in the nature of an income tax on Fidati); regardless of whether Fidati fails to collect the tax at the time the related services are provided.
Refunds are only valid on the the initial term for web hosting packages. Refunds are not available on Domain Registrations, or any other services not listed here. Refunds are not available on account renewals.
At times when a Credit is issued to an account for any reason, this credit is non-refundable. Furthermore any positive credit balance on an account at the time of account termination is immediately forfeited.
(f) Early Termination
Customer acknowledges that the amount of the fee for the service is based on Customer's agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event Fidati terminates the Agreement for Customer's breach of the Agreement in accordance with Section 9 (Termination), or Customer terminates the service other than in accordance with Section 9 (Termination) for Fidati's 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.
All disputes and overcharges must be reported directly to the Company, in writing, within thirty (30) days. Any Customer that initiates a chargeback, reversal, retrieval request, or other dispute with their credit card issuing bank and/or PayPal ("Dispute") will be immediately suspended or terminated pending investigation. The Customer agrees to pay a "Research Fee" of $35.00 USD per Dispute regardless of the actual validity of the charge.
Customer represents and warrants to Fidati that the information he, she or it has provided and will provide to Fidati for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to Fidati that he or she is at least 18 years of age. Fidati may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customer's account until Customer has provided a written notice changing the Primary Customer Contract.
Customer agrees that Fidati may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer's customers or end users that Fidati 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.
Customer agrees to maintain a current copy of all content hosted by Fidati notwithstanding any agreement by Fidati to provide back up services.
Upgrades and other changes in Fidati's network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Customer's hosted content and/or applications. Fidati reserves the right to change its network in its commercially reasonable discretion, and Fidati shall not be liable for any resulting harm to Customer.
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 party's name or trade mark without the other party's 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 Customer's purchase order or other business forms are not binding on Fidati unless they are expressly incorporated into a formal written agreement signed by both parties. A party's failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party's rights with respect to that provision or any other provision of the Agreement. A party's 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 Fidati's prior written consent. Fidati's approval for assignment is contingent on the assignee meeting Fidati's credit approval criteria. Fidati 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.
Fidati reserves the right to refuse service to any active or in-active customers for any reason it deems necessary.