User Agreement

Vyas Webs - Terms of Services:

Order, Acceptance and Service.
 
When Accepted by Vyas Webs, the Order submitted by Customer creates a contract between Customer and Vyas Webs, consisting of the Order, the applicable Service Description and these Terms of Service. An Order is "Accepted" by Vyas Webs when

(i) with respect to Orders submitted online, Vyas Webs provisions Services in response to the Order or bills Customer for payment and
(ii) with respect to Orders reduced to writing and signed on an approved Vyas Webs form, when an authorized representative of Vyas Webs executes and delivers such form signed by Customer.

Vyas Webs will provide, and Customer will purchase and pay for, the Services specified in the Order for the service fees specified in the Order and the applicable Service Description (the "Service Fees").

In connection with any Hosting Services, Customer will not use storage space in excess of the storage limits established for the Services in the Service Descriptions, plus any storage space purchased by Customer. If Customer uses storage space in excess of such amounts, Vyas Webs may, without limiting its other rights or remedies, assess Customer with additional fees.

In connection with any Hosting Services, if Customer’s actual bandwidth usage in any month exceeds the limit in the Service Description, Customer will pay Vyas Webs such additional fees as may be specified in the Service Description.

Fees, Taxes and Payment. Customer will pay to Vyas Webs the Service Fees in the manner set forth in the Order. Vyas Webs may increase the Service Fees (i) in the manner permitted in the Service Description and (ii) at any time on or after expiration of the Initial Term by providing ten (10) days prior written notice thereof to Customer. The Service Fees do not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority with respect to the Services or any software provided hereunder (excluding any tax on Vyas Webs’s net income). All such taxes will be added to Vyas Webs’s invoices for the Service Fees as separate charges to be paid by Customer. All fees are fully earned when due and non-refundable when paid. Unless otherwise specified, invoices for the Service Fees and related charges shall be due and payable within 30 days after the date of the invoice. Any amounts payable to Vyas Webs not paid when due will bear interest at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less. If Vyas Webs collects any payment due at law or through an attorney / lawyer at law or under advice there from or through a collection agency, Customer will pay all costs of collection, including, without limitation, all court costs and reasonable attorneys’ / lawyer's fees. If any check is returned for insufficient funds, Vyas Webs may impose a processing charge of $10.

Term and Termination:

Hosting Services will commence on the Effective Date indicated in the Order and continue for the duration of the Initial Term. Thereafter, the Order will automatically renew for successive periods (i) of twelve months (with respect to Non-Prepaid Plans) or (ii) as specified in the Service Description (with respect to Prepaid Plans) unless the Order is earlier terminated in accordance with its terms, or either party gives written notice to the other party of non-renewal at least 30 days prior to expiration of the then-current term.
Either party may terminate this Agreement immediately upon the occurrence of any one or more of the following events: (i) the other party fails to pay when due any amounts required to be paid under this Agreement; (ii) the other party breaches any material term or provision of this Agreement (other than a breach described in subsection (i) above), and if capable of cure, such breach remains uncured 30 days after the non-breaching party gives written notice thereof to the breaching party; or (iii) the other party becomes insolvent, makes an assignment for the benefit of its creditors, institutes or becomes subject to any proceeding under any bankruptcy or similar laws for the relief of debtors, or seeks the appointment of, or becomes subject to the appoint of, any trustee or receiver for all or any portion of such party’s assets. Vyas Webs may terminate this Agreement (i) if the Services are prohibited by applicable law, or become impractical or unfeasible for any technical, legal or regulatory reason, by giving Customer as much prior notice as reasonably practicable or (ii) immediately by giving written notice to Customer, if Vyas Webs determines in good faith that Customer’s use of the Customer Web site or the Customer Content violates the Acceptable Use Policy.

Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. The provisions of Sections 3(d), 3(e), 4, 8, 10, 11, 13 and 14 of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement. Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which Vyas Webs may be entitled.

With respect to Non-Prepaid Plans, within 30 days after the termination of this Agreement, Customer will pay the Termination Charge to Vyas Webs unless
(i) Vyas Webs terminated the Order under Section 3(c) or (ii) Customer terminated the Order under Section 3(b). With respect to Prepaid Plans, Customer will pay the Termination Charge as provided in the Service Description. The parties agree that the Termination Charge constitutes consideration for Vyas Webs’s time, effort and expense in preparing and reserving the capacity to perform its obligations hereunder, as actual damages are difficult to ascertain. If Customer terminates the Order in accordance with Section 3(b), or if Vyas Webs terminates the Order under Sections 3(c)(i) or 12(c), Vyas Webs shall return to Customer, and Customer shall accept, as Customer’s sole and exclusive remedy for Vyas Webs’s breach of the Order, any Service Fees paid in advance by Customer hereunder attributable to Services not yet rendered as of the date of termination.

Customer’s Representations and Warranties. Customer hereby represents and warrants to Vyas Webs, and agrees that during the Term Customer will ensure that: Customer is the owner or valid licensee of the Customer Content and each element thereof, and Customer has secured all necessary licenses, consents, permissions, waivers and releases for the use of the Customer Content and each element thereof, including without limitation, all trademarks, logos, names and likenesses contained therein, without any obligation by Vyas Webs to pay any fees, residuals, guild payments or other compensation of any kind to any Person; Customer’s use, publication and display of the Customer Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any Person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any Person, including, without limitation, any contractual, statutory or common law right or any "moral right" or similar right however denominated; Customer will comply with all applicable laws, rules and regulations regarding the Customer Content and the Customer Web site and will use the Customer Web site only for lawful purposes; and Customer has used its best efforts to ensure that the Customer Content is and will at all times remain free of all computer viruses, worms, trojan horses and other malicious code.

License to Vyas Webs. Customer hereby grants to Vyas Webs a non-exclusive, royalty-free, worldwide right and license during the Term to do the following to the extent necessary in the performance of Services under the Order: digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Customer Content; and make archival or back-up copies of the Customer Content and the Customer Web site). Except for the rights expressly granted above, Vyas Webs is not acquiring any right, title or interest in or to the Customer Content, all of which shall remain solely with Customer.

Vyas Webs’s Acceptable Use Policy. Customer will abide by, and utilize the Services and the Customer Web site only in accordance with, the Acceptable Use Policy (the "Acceptable Use Policy") that Vyas Webs posts on its Web site, as such Acceptable Use Policy may be changed by Vyas Webs from time to time. The Acceptable Use Policy is hereby incorporated herein and made a part hereof by this reference. Customer shall impose the Acceptable Use Policy on its customers and End Users to the extent necessary to ensure their compliance. Customer shall familiarize itself with the Acceptable Use Policy and periodically access Vyas Webs’s Web site to determine if Vyas Webs has made any changes thereto.

Customer’s Responsibilities:

Customer is solely responsible for the quality, performance and all other aspects of the Customer Content and the goods or services provided through the Customer Web site.

Customer will cooperate fully with Vyas Webs in connection with Vyas Webs’s performance of the Services. Customer must provide any equipment or software that may be necessary for Customer to use the Services. Delays in Customer’s performance of its obligations under this Agreement will extend the time for Vyas Webs’s performance of its obligations that depend on Customer’s performance on a day for day basis. Customer will notify Vyas Webs of any change in Customer’s mailing address, telephone, e-mail or other contact information. Customer assumes full responsibility for providing End Users with any required disclosure or explanation of the various features of the Customer Web site and any goods or services described therein, as well as any rules, terms or conditions of use.

Customer will provide Vyas Webs with a registered domain name for the Customer Web site, or, upon Customer’s request and subject to the terms and conditions set forth below, Vyas Webs will register an Internet domain name on behalf of Customer with a registrar approved by ICANN. Vyas Webs’s registration of any domain name is subject to (i) Vyas Webs receiving from Customer all information needed from Customer in order to complete such registration, and (ii) such domain name not being in violation of any applicable law, rule or regulation or the policies of the applicable registration service. Registration of a domain name is subject to availability of such domain name for registration, and Vyas Webs will not be responsible if a domain name is not available for any reason. Vyas Webs will also not be responsible for any infringement of third-party rights caused by its registration of a domain name for Customer. Customer waives any claims it may have against Vyas Webs for, and hereby releases Vyas Webs of and from, any loss, damage, liability or expense arising out of, or relating to, the registration of such domain name in any online or offline network directories, membership lists or registration lists, or the release of the domain name from such directories or lists following the termination of services by Vyas Webs for any reason. Customer will reimburse Vyas Webs for all costs and expenses incurred by Vyas Webs in registering or maintaining a domain name for Customer, including, without limitation, all fees charged by the applicable registrar. Customer acknowledges that its rights to any domain name registered by Vyas Webs are not being granted by Vyas Webs but are subject to the rules and regulations of the applicable registrar and applicable law. Customer agrees to be bound by the terms and policies of the applicable registrar and the policies of the national DNS registration authorities to which Customer becomes subject upon registration of the domain name. Customer’s inability to use a domain name shall not entitle Customer to a refund by Vyas Webs of any fees paid with respect to the registration of such unusable domain name. The domain name for the Customer Web site shall be the property of Customer.

Because the Hosting Services permit Customer to electronically transmit or upload content directly to the Customer Web site, Customer shall be fully responsible for uploading all content to the Customer Web site and supplementing, modifying and updating the Customer Web site. Customer is also responsible for ensuring that the Customer Content and all aspects of the Customer Web site are compatible with the hardware and software used by Vyas Webs to provide the Hosting Services, as the same may be changed by Vyas Webs from time to time. Specifications for the hardware and software used by Vyas Webs to provide the Hosting Services will be available on Vyas Webs’s Web site. Customer shall periodically access Vyas Webs’s Web site to determine if Vyas Webs has made any changes thereto. Vyas Webs shall not be responsible for any damages to the Customer Content, the Customer Web site or other damages or any malfunctions or service interruptions caused by any failure of the Customer Content or any aspect of the Customer Web site to be compatible with the hardware and software used by Vyas Webs to provide the Hosting Services.

Unless the applicable Service Description provides otherwise, Customer is solely responsible for making back-up copies of the Customer Web site and Customer Content.

 

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