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'
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.
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.
(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."
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.
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.
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.
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.
Accounts shall be configured and activated within one (1) week of signup.
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.