Website Hosting Terms and Conditions
Compass Computing, Inc.
Revision Date: August, 2015
This Hosting Agreement governs your purchase and use, in any manner, of all hosting, website and/or datacenter services, ordered by you, our Customer, and accepted by COMPASS COMPUTING, INC. (Compass), and describes the terms and conditions that apply to such purchase and use of the Services. By ordering, utilizing and/or paying for services, Customer agrees to be bound by the terms and conditions contained herein.
1. Provision of Services. Compass will provide Customer with the Services ordered and as described on our website, Customer’s periodic invoice, or other qualified Compass documentation. Customer understands and agrees that Compass will provide services, including but not limited to hosting the Web site or Virtual Private Server, solely in accordance with the information provided by Customer.
2. Payment. As consideration for Compass providing Services hereunder, Customer agrees to pay Compass the aggregate monthly fee based on the hosting services and the terms selected.
3. Rights to the Web Site and Content. With the exception of any Third-Party Materials and Background Technology as set forth in Section 4, Customer owns the Customer Content. "Customer Content" means all content or information (including, without limitation, any text, music, sound, photographs, video, graphics, data, or software), in any medium, provided by Customer to Compass. "Third-Party Materials" means any content, software, or other computer programming material that is owned by an entity other than Compass, and licensed by Compass or generally available to the public, including Customer, under published licensing terms, and that Compass will use to display or run a Web site. If the site was designed or programmed by Compass, then Compass owns the rights to the design of the web site, unless otherwise agreed upon in writing. If a customer stops paying the regular fee for the web site, upon cancellation the customer is not entitled to use the web site for any purposes whatsoever.
4. Limited License to the Background Technology. "Background Technology" means computer programming/formatting code or operating instructions developed by or for Compass and used to host or operate any and all services, including but not limited to Virtual Private Servers, a Web site or a Web server in connection with a Web site. Background Technology includes, but is not limited to, any files necessary to make forms, buttons, checkboxes, and similar functions and underlying technology or components, such as style sheets, animation templates, interface programs that link multimedia and other programs, customized graphics manipulation engines, and menu utilities, whether in database form or dynamically driven. Background Technology does not include any Customer Content. Customer may not duplicate or distribute any Background Technology to any third party without the prior written consent of Compass. All rights to the Background Technology not expressly granted to Customer hereunder are retained by Compass. Without limiting the foregoing, Customer agrees not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of the Background Technology, except as allowed by law.
5. Limited License to Content. For Web Site Services, Customer hereby grants to Compass the limited, nonexclusive right and license to copy, distribute, transmit, display, perform, modify, and otherwise use and exploit Web site, any Customer Content, or any Customer Marks provided to Compass hereunder, solely for the purpose of rendering Compass' Web Site Services under this Agreement. Such limited right and license shall extend to no other materials or for any other purpose and will terminate automatically upon termination of this Agreement for any reason.
6. Content Standards. Customer agrees not to provide Customer Content, and Compass will not intentionally provide to Customers any content, that (a) infringes on any third party's intellectual property or publicity/privacy rights; (b) violates any applicable law or regulation; (c) is defamatory, violent, clearly harmful, or obscene or pornographic or infringes on citizens' rights; or (d) contains any viruses, Trojan horses, worms, time bombs, bots, or other computer programming routines that are intended to damage or interfere with any system, data, or personal information. If Customer is international, then Customer agrees to comply with all applicable local and national laws. Compass reserves the right to refuse any other subject matter it deems inappropriate.
7. Modifications: Compass reserves the right to change, update or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing and future customers. Compass may make changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following Compass' notification of any changes or modifications, whether the notification is emailed or posted on its website, will constitute your acceptance of such changes or modifications.
8. Term and Termination. (a) This Agreement is effective as of the Effective Date and shall continue unless terminated; (b) Compass may terminate this Agreement after five (5) days' written notice to Customer if Customer materially breaches this Agreement, including, without limitation, failure to pay, and fails to cure such breach during such five (5) day period; and (c) upon the termination of this Agreement, Customer will pay Compass for all Services provided to Customer by Compass prior to termination. Sections 3, 4, 5, 9, 11, and 12 will survive termination of this Agreement.
9. Warranty Disclaimer. Except as expressly provided in this Agreement, the Services are provided "as is," and Compass expressly disclaims all warranties and conditions of any kind, express, implied, or statutory, including, without limitation, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose. Interruption of Service: You hereby acknowledge and agree that Compass will not be liable for any temporary delay, outages or interruptions of the Services. Each party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein. Unless an approval process is specified herein or in a Statement, all Hosting provided by Compass to a Customer will be deemed accepted when delivered.
10. Indemnity. (a) Customer Indemnity. Customer will defend Compass against any third-party claim, action, suit, or proceeding alleging any breach of the covenants contained in Section 6. Subject to Section 11, Customer shall indemnify Compass for all losses, damages, liabilities, and all reasonable expenses and costs incurred by Compass as a result of any such third-party claim, action, suit, or proceeding. (b) Compass' Indemnity. Compass will defend Customer against any third-party claim, action, suit, or proceeding alleging any breach of the covenants contained in Section 6. Subject to Section 11, Compass shall indemnify Customer for all losses, damages, liabilities, and all reasonable expenses and costs incurred by Customer as a result of any such third party claim, action, suit, or proceeding. (c) Mechanics of Indemnity. The indemnifying party's obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt, written notice of any claim, action, suit, or proceeding for which the indemnified party is seeking indemnity; (ii) granting control of the defense and settlement to the indemnifying party; and (iii) reasonably cooperating with the indemnifying party at the indemnifying party's expense.
11. Limitation of Liability. COMPASS’ LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO COMPASS DURING THE THREE (3) MONTH PERIOD BEFORE THE ACTION AROSE. COMPASS SHALL NOT BE LIABLE FOR (A) ANY LOSS OF USE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND ABSENT SUCH LIMITATIONS, COMPASS WOULD NOT ENTER INTO THIS AGREEMENT.
END USER LICENSE TERMS
FOR USERS OF MICROSOFT LICENSING PROVIDED BY COMPASS
TERMS AND CONDITIONS REGARDING USE OF MICROSOFT SOFTWARE This document governs the use of Microsoft software, which may include associated software, media, printed materials, and “online” or electronic documentation (individually and collectively, “Products”) provided by COMPASS COMPUTING, INC. (hereinafter referred to as “COMPASS”). COMPASS does not own the Products and the use thereof is subject to certain rights and limitations of which COMPASS must inform you. Your right to use the Products is subject to the terms of your agreement with COMPASS, and to your understanding of, compliance with, and consent to the following terms and conditions, which COMPASS does not have authority to vary, alter, or amend.
“Client Software” means software that is installed on a Device that allows the Device to access or utilize the Products.
“Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, “smart phone,” server or any other hardware where software can be installed that would allow End User to interact with the Product.
“End User” means an individual or legal entity that obtains Software Services directly from COMPASS, or indirectly through a Software Services Reseller.
“Redistribution Software” means the software described in Paragraph 4 (“Use of Redistribution Software”) below.
“Software Services” means services that COMPASS provides to you that make available, display, run, access, or otherwise interact, directly or indirectly, with the Products. COMPASS must provide these services from data center(s) through the Internet, a telephone network or a private network, on a rental, subscription or services basis, whether or not COMPASS receives a fee. Software Services exclude any services involving installation of a Product directly on any End User device to permit an End User to interact with the Product.
2. OWNERSHIP OF PRODUCTS. The Products are licensed to COMPASS from an affiliate of the Microsoft Corporation (collectively “Microsoft”). Microsoft Products are protected by copyright and other intellectual property rights. Products and other Product elements including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Products are owned by Microsoft or its suppliers. You may not remove, modify or obscure any copyright trademark or other proprietary rights notices that are contained in or on the Products. The Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the Products does not transfer any ownership of the Products or any intellectual property rights to you.
3. USE OF CLIENT SOFTWARE. You may use the Client Software installed on your Devices only in accordance with your agreement with COMPASS and the terms under this document, and only in connection with the Software Services, provided to you by COMPASS. The terms of this document permanently and irrevocably supersede the terms of any Microsoft End User License Agreement that may be presented in electronic form during the installation and/or use of the Client Software.
4. USE OF REDISTRIBUTION SOFTWARE. In connection with the Software Services provided to you by COMPASS, you may have access to certain “sample,” “redistributable” and/or software development software code and tools (individually and collectively “Redistribution Software”). You may use, copy and/or install the Redistribution Software only in accordance with the terns of your agreement with COMPASS and this document and/or your agreement with COMPASS.
5. COPIES. You may not make any copies of the Products; provided, however, that you may (a) make one copy of Client Software on your Device as expressly authorized by COMPASS; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with COMPASS, upon notice from COMPASS or upon transfer of your Device to another person or entity, whichever occurs first. You may not copy any printed materials accompanying the Products.
6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Products, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.
7. NO RENTAL. You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Products to any third party, and may not permit any third party to have access to and/or use the functionality of the Products except for the sole purpose of accessing the functionality of the Products in the form of Software Services in accordance with the terms of this agreement and any agreement between you and COMPASS.
8. TERMINATION. Without prejudice to any other rights, COMPASS may terminate your rights to use the Products if you fail to comply with these terms and conditions. In the event of termination or cancellation of your agreement with COMPASS or COMPASS’s agreement with Microsoft under which the Products are licensed, you must stop using and/or accessing the Products, and destroy all copies of the Products and all of their component parts within thirty (30) days of the termination of your agreement with COMPASS.
9. NO WARRANTIES, LIABILITIES OR REMEDIES BY MICROSOFT. Microsoft disclaims, to the extent permitted by applicable law, all warranties and liability for damages by Microsoft or its suppliers for any damages and remedies whether direct, indirect or consequential, arising from the Software Services. Any warranties and liabilities are provided solely by COMPASS and not by Microsoft, its affiliates or subsidiaries.
10. PRODUCT SUPPORT. Any support for the Software Services is provided to you by COMPASS or a third party on COMPASS’s behalf and is not provided by Microsoft, its suppliers, affiliates or subsidiaries.
11. NOT FAULT TOLERANT. The Products are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. You must not use the Products in any application or situation where the Product(s) failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”).
12. EXPORT RESTRICTIONS. The Products are subject to U.S. export jurisdiction. COMPASS must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/.
13. LIABILITY FOR BREACH. In addition to any liability you may have to COMPASS, you agree that you will also be legally responsible directly to Microsoft for any breach of these terms and conditions.
14. INFORMATION DISCLOSURE. You must permit COMPASS to disclose any information requested by Microsoft under COMPASS' Agreement. Microsoft will be an intended third party beneficiary of your agreement with COMPASS, with the right to enforce provisions of your agreement with COMPASS and to verify your compliance.