Navigational analysis

Terms of ServiceTerms of Service

THIS IS A LEGAL AGREEMENT ("AGREEMENT") BETWEEN YOU, AS "CLIENT", AND HOSTING ARMOR, INC. YOU MUST READ THIS AGREEMENT VERY CAREFULLY BEFORE REGISTERING FOR ANY AND ALL SERVICES OF HOSTING ARMOR AS SET FORTH ON ITS WEB SITE LOCATED AT HTTP://WWW.HOSTINGARMOR.COM (THE "SERVICE"). UPON SUCCESSFUL REGISTRATION, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE "TERMS"). IF YOU DO NOT AGREE TO THE TERMS, YOU MAY NOT PROCEED TO REGISTER OR RECEIVE SERVICES FROM HOSTING ARMOR. THE TERMS ARE SUBJECT TO CHANGE AT ANY TIME BY HOSTING ARMOR. EFFECTIVE UPON NOTICE TO YOU. YOU HEREBY AGREE THAT ALL NOTICES SENT TO YOU BY EMAIL TO THE ADDRESS GIVEN AT REGISTRATION WILL CONSTITUTE DELIVERY, REGARDLESS OF WHETHER THE EMAIL WAS NOT SUCCESSFULLY RECEIVED, NOT READ OR LOST DURING TRANSMISSION.

IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT REGISTER FOR THE SERVICES OFFERED BY HOSTING ARMOR. THE TERMS ARE SUBJECT TO CHANGE BY AT ANY TIME.

AGREEMENT made, between HOSTING ARMOR, INC. (the "Company") Company, and you as a registered "CLIENT", located at the address given at registration, shall commence on the date the Company accepts registration of CLIENT's application ("Effective Date") and shall remain in effect for an indefinite time until terminated by either party giving the other party notice of termination at least thirty (30) days prior to the effective date of termination.

IN CONSIDERATION of the CLIENT'S retaining the HOSTING ARMOR for website scanning services, it is agreed as follows:

1. HOSTING ARMOR Services.

Services Included. The professional services included under this Agreement shall be of the type and amount listed at HTTP://WWW.HOSTINGARMOR.COM/PLANS.PHP (collectively, the "Services"). CLIENTs ordering any additional HOSTING ARMOR services, must read and agree to the HOSTING ARMOR agreement(s) appropriate for those specific services, including any such services that are listed on the attached schedule.

1.2 Excluded Services. Any HOSTING ARMOR custom web site solutions or support services not specifically listed in Section 1.1 above or at HTTP://WWW.HOSTINGARMOR.COM/PLANS.PHP are NOT included under this Agreement.

1.3 Subcontractors. HOSTING ARMOR reserves the right to use subcontractors in connection with the performance of the Services without CLIENT's prior written consent, provided that such subcontractors are obligated to comply with the terms of this Agreement.

1.4 Delivery Dates. Services will commence within 2 days after the Effective Date. All delivery dates or schedules that are specified in this Agreement or any Schedule hereto are estimates only and, provided that HOSTING ARMOR has used its commercially reasonable efforts to meet such estimates, HOSTING ARMOR has no liability due to any delay in meeting such dates or schedules.

2. CLIENT Obligations.

2.1 In connection with HOSTING ARMOR's performance of the Services, CLIENT shall have certain responsibilities that are identified in this Section 2. CLIENT acknowledges and agrees that HOSTING ARMOR's performance of the Services is dependent upon CLIENT's timely and effective satisfaction of such obligations.. CLIENT therefore agrees to use its commercially reasonably best efforts to fulfill any reasonable obligations and to provide timely decisions and approvals.

2.2 Domain to be Serviced by HOSTING ARMOR. CLIENT represents and warrants that it is the owner of the domain and web site to be serviced by HOSTING ARMOR as identified at HTTP://WWW.HOSTINGARMOR.COM/PLANS.PHP, and that it has the full and complete right to enter into this Agreement. CLIENT further represents and warrants that in the event CLIENT does not host its own web site server, it has received the permission of its host server company. HOSTING ARMOR reserves the right to request physical evidence of client's identity at any time.

2.3 General Representations and Warranties. CLIENT represents and warrants that (i) it is the sole and exclusive owner of all rights, including but not limited to, copyrights, titles, trademarks, trade names, trade dress, logos, formats, in and to its web site and all content contained therein [collectively the "CLIENT Intellectual Property Rights"] and that such CLIENT Intellectual Property Rights are not subject to any licenses, liens or encumbrances of any nature, or if CLIENT's rights are so subject, CLIENT has fully disclosed same to HOSTING ARMOR in writing, and represents and warrants that its license is co-extensive with the term of this Agreement and any license, lien, or encumbrance will not adversely affect either party's ability to perform hereunder; (ii) the rights herein granted to HOSTING ARMOR have not been granted to any other person, firm, or corporation; (iii) that to the best of CLIENT's knowledge, there are no claims, suits or proceedings pending or threatened against or affecting CLIENT which, if adversely determined, would impair the rights herein granted to HOSTING ARMOR or prevent CLIENT or HOSTING ARMOR from performing hereunder; and (iv) CLIENT is authorized to do business in the state where it is currently located as specified above and is in good standing with the state of its incorporation and any state in which it is authorized to do business and will provide proof of same to HOSTING ARMOR upon request. In the event HOSTING ARMOR is not able to perform hereunder by reason of any act or omission of CLIENT, in addition to its other rights hereunder, HOSTING ARMOR shall be entitled to be paid by CLIENT the fees set forth at HTTP://WWW.HOSTINGARMOR.COM/PLANS.PHP for a minimum of one (1) months.

2.4 Services for CLIENT's Own Use. CLIENT represents, warrants and covenants that any web site CLIENT requests HOSTING ARMOR provide services for will be owned by CLIENT and CLIENT will only use any reports or other information provided by HOSTING ARMOR for its own purposes, and that such purposes will be lawful and in compliance with the laws, statutes and regulations of the United States, and any specific state, as well as any applicable foreign jurisdiction.

2.5 ID and Password. Upon entering into this Agreement and purchasing services from HOSTING ARMOR, you will choose a UNIQUE ID and password which allows access to the website. The ID and password are, and shall remain, the sole and exclusive property of HOSTING ARMOR, and are issued to CLIENT in the form of a revocable license. The ID and password are confidential and proprietary material of HOSTING ARMOR. YOU have a strict obligation to keep the ID and password confidential. Should the confidentiality of either YOUR ID or password, or if either becomes, or YOU have reason to believe that either may have become, compromised or learned by a person other than YOU, YOU must immediately so inform HOSTING ARMOR via e-mail. Failure to do so may cause HOSTING ARMOR to immediately terminate this Agreement.

3. Fees and Payment.

3.1 CLIENT shall pay the fees as specified at HTTP://WWW.HOSTINGARMOR.COM/PLANS.PHP. CLIENT shall pay a minimum of one month's fees specified at HTTP://WWW.HOSTINGARMOR.COM/PLANS.PHP on the Effective Date. HOSTING ARMOR shall debit CLIENT's credit card on a monthly basis for work performed during the applicable month until the Services are terminated. Such charges may include taxes, fees or assessments by governmental agencies and HOSTING ARMOR shall have the right, at any time, to pass through and charge to CLIENT's credit card any new or increased taxes, fees, assessments or other charges imposed on or required to be collected by HOSTING ARMOR by any governmental agency. CLIENT shall also be responsible for paying all taxes, fees or assessments and other charges imposed on CLIENT by any governmental agency that may result from this Agreement, or any of the activities contemplated hereunder.

3.2 Charges are due and payable each month and will be automatically charged to the credit card or PayPal account designated by CLIENT upon initial registration. If CLIENT changes his/hers/its credit card, it is CLIENT's obligation to inform HOSTING ARMOR, as HOSTING ARMOR's services will terminate immediately upon receipt of payment refusal by CLIENT's credit cards. All payments shall be made in U.S. currency and without any set-off or counterclaim and free of deduction or withholding of any taxes or governmental charges, except as required by law.

3.3 CLIENT shall pay a late payment charge equal to one and one-half percent (1.5%) per month or the highest legal rate, whichever is lower, on the outstanding balance of any charges or invoice remaining unpaid thirty (30) days after the date upon which payment is due. If CLIENT originally contracted through a Reseller, HOSTING ARMOR also reserves the right to service any Reseller clients, should Reseller be unable to provide said clients with service.

4. Ownership and Intellectual Property Rights.

4.1 HOSTING ARMOR acknowledges that any CLIENT provided data, content, graphics and/or information ("CLIENT Content") is the property of CLIENT. CLIENT hereby grants to HOSTING ARMOR a world-wide, royalty-free, revocable, non-transferable, non-exclusive license to use the CLIENT Content for the performance of the Services.

4.2 CLIENT acknowledges that all technology utilized by HOSTING ARMOR to perform the Services (the "HOSTING ARMOR Tool Set") is the property of HOSTING ARMOR and its licensors. Reverse engineering the HOSTING ARMOR toolset is strictly forbidden.

5. Confidentiality.

5.1 Each party acknowledges that, in the course of the performance of this Agreement, it may have access to customer information and communications, including proprietary information claimed to be unique, secret, or confidential, and which constitutes the exclusive property and/or trade secrets of the other party ("Confidential Information"). Each party agrees to maintain the confidentiality of the Confidential Information and to use the Confidential Information only to the extent necessary for legitimate business uses in connection with this Agreement. Upon request of either party or on termination or expiration of this Agreement, each party shall return the Confidential Information of the other party then in its possession. Nothing in this Agreement shall prohibit or limit either party's use or disclosure of information which (a) is now, or hereafter becomes, publicly known or available through lawful means; (b) is rightfully in receiving party's possession, as evidenced by receiving party's records; (c) is disclosed to the receiving party without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information; (d) is independently developed by the receiving party without any breach of this Agreement; (e) is the subject of a written permission to disclose provided by the disclosing party; or (f) is required by law to be disclosed.

5.2 Because the unauthorized use, transfer or dissemination of any Confidential Information by the recipient may diminish substantially the value of such materials and may irreparably harm the disclosing party, if the recipient breaches the provisions of this Section 5, the disclosing party shall, without limiting its other rights or remedies, be entitled to seek equitable relief, including but not limited to injunctive relief.

6. Warranties and Exclusions.

6.1 HOSTING ARMOR warrants that its Services will be performed in a professional and workmanlike manner in accordance with the plan set forth at HTTP://WWW.HOSTINGARMOR.COM/PLANS.PHP. Should such service not be performed as set forth herein, and same is brought to its attention within thirty (30) days after that work is performed, HOSTING ARMOR will re-perform. The foregoing is the sole warranty made by HOSTING ARMOR under this Agreement. If HOSTING ARMOR is asked to re-perform any work and it is determined that HOSTING ARMOR has already met its obligations under this Section 6, CLIENT agrees to pay HOSTING ARMOR on a time and materials basis at HOSTING ARMOR's standard rates for time spent on such additional work. CLIENT acknowledges and agrees that the Services provided by HOSTING ARMOR are information services only, and HOSTING ARMOR is not responsible for preventing damage or vulnerabilities to any web site or CLIENT system, servers or networks or for repair of same. Once HOSTING ARMOR provides to CLIENT information as a result of its scanning or monitoring services, it is solely up to CLIENT to act on same. HOSTING ARMOR does not provide and advice or guidance to CLIENT, it is solely a provider of information on the results of its monitoring and/or scanning. CLIENT further acknowledges and agrees that vulnerabilities to web sites and computer system/servers are a constantly changing technology, and HOSTING ARMOR expressly disclaims any representations, warranties or covenants that it will be able recognize, identify, catch, determine or locate any vulnerabilities for CLIENT, only that scans and monitoring will be performed by HOSTING ARMOR with the software as updated, in some cases, every twenty-four hours.

6.2 THE PRECEDING IS HOSTING ARMOR'S ONLY WARRANTY CONCERNING THE SERVICES AND DELIVERABLE(S). CLIENT ACKNOWLEDGES THAT THE SERVICES AND DELIVERABLES ARE OTHERWISE PROVIDED BY HOSTING ARMOR IN AN "AS IS" CONDITION AND THAT NONE OF HOSTING ARMOR OR HOSTING ARMOR'S LICENSORS MAKE ANY OTHER REPRESENTATION, PROMISE OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE NATURE AND QUALITY OF THE SERVICES TO BE PERFORMED BY HOSTING ARMOR OR THE DELIVERABLES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HOSTING ARMOR SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES.

7. Term and Termination.

7.1 Term. This Agreement shall be for an initial term of one month and shall be automatically renewed upon the expiration of said initial term on a month to month basis unless either party cancel this Agreement, with or without cause, no less than thirty (30) days prior to the end of the initial or renewal term, as the case may be, upon written notice.

7.2 Termination. Either party may terminate this Agreement: (i) upon giving ten (10) days written notice to the other party in the event that the other party is in breach of a material term or condition of this Agreement, provided that notice specifically identifies the alleged breach, and the breaching party shall not have cured such breach within the ten (10) day period; (ii) immediately in the event any assignment is made by the other party for the benefit of creditors, or if a receiver, trustee in bankruptcy or similar officer shall be appointed to take charge of any or all of the other party's property, or if the other party files a voluntary petition under federal bankruptcy laws or similar state statutes or such a petition is filed against the other party and is not dismissed within sixty (60) days; or (iii) immediately if either party is in violation of law or committing any act that could cause harm to the other party or any third party. In no event will any money be refunded for any reason whatsoever by HOSTING ARMOR. In the event of such termination by HOSTING ARMOR, CLIENT shall pay HOSTING ARMOR for all Services rendered and expenses incurred by HOSTING ARMOR prior to the date of termination. If CLIENT originally contracted through a Reseller, HOSTING ARMOR also reserves the right to service any Reseller clients, should Reseller be unable to provide said clients with service.

8. Indemnification.

8.1 Subject to Section 9 below, each party shall indemnify and hold harmless the other party, its directors, shareholders and employees from and against any loss, damage, expense or liabilities that may result from any third party claims that, in the case of HOSTING ARMOR, the provision of the Services and/or the Deliverables (other than CLIENT Content) by HOSTING ARMOR, or in the case of CLIENT, that the use of the CLIENT Content by HOSTING ARMOR (i) infringes the intellectual property rights of any third party (excluding patent rights) or (ii) give rise to any claim for libel, slander, defamation or breach of confidentiality. The indemnifying party will reimburse the other party for all expenses (including reasonable attorneys' fees) as incurred by the indemnified party in connection with any such action or claim except to the extent any such claim is finally determined to have resulted from the negligence or willful misconduct of the indemnified party or from a breach by the indemnified party of the terms of this Agreement. To receive the benefit of foregoing indemnity, the party seeking indemnification must notify the other party in writing of a claim or suit promptly and provide reasonable cooperation at the other party's expense and authority to defend, settle the claim or suit.

9. Limitation of Liability.

9.1 HOSTING ARMOR'S MAXIMUM AGGREGATE LIABILITY RELATING TO THE SERVICES RENDERED AND OR DELIVERABLE(S) PROVIDED UNDER THIS AGREEMENT (REGARDLESS OF FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL BE LIMITED TO THE CHARGES PAID OR PAYABLE BY CLIENT TO HOSTING ARMOR FOR THE PORTION OF ITS SERVICES OR DELIVERABLES GIVING RISE TO SUCH LIABILITY, BUT IN NO EVENT SHALL SUCH LIABILITY EXCEED $1000.00. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE LOSS, DAMAGE OR EXPENSE (INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST DATA, OPPORTUNITY COSTS, ETC.) EVEN IF THE PARTY OTHERWISE LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10. Notices.

10.1 Notices shall be sent to each party at the address given at registration or, at the option of HOSTING ARMOR, to CLIENT's email address given at registration. or such other address as either party may from time to time designate in writing to the other party. Any such notice or communication shall be in writing and delivered by hand, by Federal Express or other overnight courier or certified mail, return receipt requested, and shall be effective: i) upon receipt when personally delivered to the party for whom intended; ii) upon confirmation of receipt when sent via by overnight courier, signature requested; or iii) five (5) days following deposit of the notice into the United States mail (certified mail, postage prepaid and return receipt requested).

11. General Provisions.

11.1 No Agency; Independent Contractors. Nothing contained in this Agreement shall be deemed to imply or constitute either party as the agent or representative of the other party, or both parties as joint ventures or partners for any purpose and as such neither party will have any authority to bind or commit the other. Any other provisions of this Agreement to the contrary, notwithstanding, this Agreement does not constitute a hiring by either party nor does it constitute a contract of employment. The parties' intention is that HOSTING ARMOR be an independent contractor and not the employee of the CLIENT and that HOSTING ARMOR retains sole and absolute discretion in the manner and means of carrying out the Services described in this Agreement. The Agreement shall not be construed as a partnership or joint venture and neither party hereto shall be liable for any obligations incurred by the other party except as expressly provided herein. Unless otherwise required by applicable law, CLIENT shall not withhold from HOSTING ARMOR'S compensation any amounts for social security or federal or state income taxes. HOSTING ARMOR will not be subject to the direction and control of CLIENT in the performance of services.

11.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to any state's conflict of law principles. The parties submit to the personal jurisdiction of, and agree that any legal proceeding with respect to or arising under the Agreement shall be brought in, the state or federal courts sitting in Palm Beach County, Florida.

11.3 Entire Agreement; Amendment; Waiver. This Agreement and the attachments hereto constitute the entire agreement between the parties with regard to the subject matter hereof. Except as otherwise provided herein, this Agreement may not be amended except upon the written consent of CLIENT and an officer of HOSTING ARMOR. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. The waiver by any party of the time for performance of any act or condition hereunder shall not constitute a waiver of the act or condition itself.

11.4 Enforcement Costs. In the event it is necessary for HOSTING ARMOR to enforce its rights under this Agreement, CLIENT agrees to pay all fees incurred by HOSTING ARMOR (including, but not limited to, attorney's fees and collection agency fees).

11.5 Assignment and Severability. This Agreement shall be binding upon and inure to the benefit of CLIENT, HOSTING ARMOR and their respective successors, and assigns. CLIENT may not assign this Agreement without the prior written consent of HOSTING ARMOR, which consent will not be unreasonably withheld. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.

11.6 Survival. The terms of Sections 3, 4, 5, 6, 7, 8, 9 and any other provisions which would by their terms survive the termination of this Agreement, shall survive termination or expiration of this Agreement.