
This User Agreement ("Agreement") is an agreement between "C
& G TECHNICAL GROUP", a Division of C & G Investment Group, LLC
and the party set forth in the related order form incorporated
herein by reference (together with any subsequent order forms
submitted by Customer, the "Order Form"), and applies to the purchase
of all services (collectively, the "Services") ordered by Customer
on the Order Form. Such party is referred to in this Agreement
as "Customer" or "you". The company providing host computers,
network hubs and points of presence on the Internet is referred
to as "Reseller". PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING
ON THE BUTTON ON THE ORDER FORM, YOU ARE AGREEING TO BE BOUND
BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED
BY REFERENCE IN THIS AGREEMENT, INCLUDING C & G TECHNICAL GROUPS'
USAGE POLICY. YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE
OF THIS AGREEMENT. C & G Technical Group reserves the right to
reject this Agreement for any reason or no reason, prior to acceptance
thereof by C & G Technical Group. Activation of the Services shall
indicate C & G Technical Groups' acceptance of this Agreement.
Subject to the terms and conditions of this Agreement, C & G Technical
Group will provide to Customer the Services selected by Customer
set forth on the Order Form.
1. Usage
Policy.
Under this Agreement, Customer shall comply with C & G
Technical Groups' then current "Usage Policy", as amended, modified
or updated from time to time by C & G Technical Group, which currently
can be viewed at http://www.cginvestmentgroup.com/technical/legal/usage.htm,
and which is incorporated in this Agreement by reference. Customer
hereby acknowledges that it has reviewed the Usage Policy and
that the terms of the Usage Policy are incorporated herein by
reference. In the event of any inconsistencies between this Agreement
and the Usage Policy, the terms of the Usage Policy shall govern.
C & G Technical Group does not intend to systematically monitor
the content which is submitted to, stored on or distributed or
disseminated by Customer via the Service (the "Customer Content").
Customer Content includes content of Customer's customers and/or
users of Customer's website. Accordingly, under this Agreement,
you will be responsible for your customers content and activities
on your website. Notwithstanding anything to the contrary contained
in this Agreement, C & G Technical Group may immediately take
corrective action, including removal of all or a portion of the
Customer Content, disconnection or discontinuance of any and all
Services, or termination of this Agreement in the event of notice
of possible violation by Customer of the Usage Policy. In the
event C & G Technical Group takes corrective action due to a violation
of the Usage Policy, C & G Technical Group shall not refund to
Customer any fees paid in advance of such corrective action. Customer
hereby agrees that C & G Technical Group shall have no liability
to Customer or any of Customer's customers due to any corrective
action that C & G Technical Group may take (including, without
limitation, disconnection of Services).
2. Amendment.
C & G Technical Group may amend, modify or update this
Agreement or the Usage Policy at any time in its sole discretion,
and Customer shall be bound by any such amendment, modification
or update. C & G Technical Group may, but is under no obligation
to, provide notice of any amendment, modification or update of
this Agreement or the Usage Policy. Any modification is effective
on the earlier of two days after posting on C & G Technical Groups'
website or two days after the sending of a notice by C & G Technical
Group to Customer by e-mail or conventional mail.
If any material modification to this Agreement or the Usage Policy
is unacceptable to you, you may terminate your subscription as
provided in Section 3.
However, if you do not terminate the Agreement, or if you continue
to use the Services following effectiveness of the modification,
your continued use will mean that you have accepted that modification.
C & G Technical Group reserves the right to amend its service
offerings and add, delete, suspend or modify the terms and conditions
of the Services, at any time and from time to time, and to determine
whether and when any such changes apply to both existing and future
customers.
3. Term;
Termination; Cancellation Policy.
The initial term of this Agreement shall be as set forth
in the Order Form (the "Initial Term"). The Initial Term shall
begin upon commencement of the Services to Customer. After the
Initial Term, this Agreement shall automatically renew for successive
terms of equal length as the Initial Term, unless terminated or
cancelled by either party as provided in this section. The Initial
Term and all successive renewal periods shall be referred to,
collectively, as the "Term".
This Agreement may be terminated (i) by either party by giving
the other party 30 days prior written notice (subject to an early
cancellation fee as provided below), (ii) by C & G Technical Group
in the event of nonpayment by Customer, (iii) by C & G Technical
Group, at any time, without notice, if, in C & G Technical Groups'
judgment, Customer is in violation of any term or condition of
the Usage Policy or Customer's use of the Service disrupts or,
in C & G Technical Groups' judgment, could disrupt, C & G Technical
Groups' business operations and (iv) by C & G Technical Group
in accordance with Sections 1, 9, and 10 of this Agreement.
If you cancel this Agreement prior to the end of the Term, (i)
you shall be obligated to pay all fees and charges accrued prior
to the effectiveness of such cancellation, (ii) C & G Technical
Group shall refund to you all pre-paid fees for basic hosting
services (shared, dedicated and/or managed) for the full months
remaining after effectiveness of cancellation (i.e., no partial
month fees shall be refunded), less any setup fees and any discount
applied for prepayment, (iii) you shall be obligated to pay 100%
of all charges for all Services for each month remaining in the
Term (other than basic hosting fees as provided in (ii) above)
and (iii) C & G Technical Group shall have the right to charge
you an early cancellation fee of $50.00. Any cancellation request
shall be effective 30 days after receipt by C & G Technical Group,
unless a later date is specified in such request.
If C & G Technical Group cancels this Agreement prior to the
end of the Term, C & G Technical Group shall not refund to you
any fees paid in advance of such cancellation and (i) you shall
be obligated to pay all fees and charges accrued prior to the
effectiveness of such cancellation, (ii) you shall be obligated
to pay 100% of all charges for all Services for each month remaining
in the Term and (iii) C & G Technical Group shall have the right
to charge you an early cancellation fee of $50.00.
4. Billing
and Payment.
All fees for the Services shall be in accordance with C
& G Technical Groups' fee schedule then in effect, the terms of
which are incorporated herein by reference, and shall be due at
the times provided therein. A $35.00 late fee will apply to accounts
past due more than ten (10) calendar days from the due date. C
& G Technical Group may, with 30 days notice to Customer, amend
the Services and/or the rates and fees it charges for the Services.
Fees for renewal periods after the Initial Term shall be due and
owing immediately upon the first day of such renewal period. C
& G Technical Group may impose a debt service charge equal to
one and one-half percent (1.5%) of the overdue balance (or such
lesser amount as may be required by law) for each month or fraction
thereof the overdue amount remains unpaid. In addition, in the
event that any amount due C & G Technical Group remains unpaid
twenty (20) days after such payment is due, C & G Technical Group,
in its sole discretion, may immediately terminate this Agreement,
and/or withhold or suspend Services. There will be a $85.00 charge
to reinstate accounts that have been suspended or terminated.
All taxes, fees and governmental charges relating to the Services
provided hereunder (other than income taxes of C & G Technical
Group) shall be paid by Customer.
Customer agrees that C & G Technical Group may pre-charge Customer's
fees for the Services to the credit card supplied by Customer
during registration.
Returned checks will be assessed a $30.00 charge. Wire transfers
will be assessed a $30.00 charge.
5. C
& G Technical Group as Reseller or Licensor.
C & G Technical Group is acting only as a reseller or licensor
of the hardware, software and equipment used in connection with
the products and/or Services that were or are manufactured or
provided by a third party ("Non-C & G Technical Group Product").
C & G Technical Group shall not be responsible for any changes
in the Services that cause the Non-C & G Technical Group Product
to become obsolete, require modification or alteration, or otherwise
affect the performance of the Services. Any malfunction or manufacturer's
defects of Non-C & G Technical Group product either sold, licensed
or provided by C & G Technical Group to Customer or purchased
directly by Customer used in connection with the Services will
not be deemed a breach of C & G Technical Groups' obligations
under this Agreement. Any rights or remedies Customer may have
regarding the ownership, licensing, performance or compliance
of Non-C & G Technical Group Product are limited to those rights
extended to Customer by the manufacturer of such Non-C & G Technical
Group Product. Customer is entitled to use any Non-C & G Technical
Group Product supplied by C & G Technical Group only in connection
with Customer's permitted use of the Services. Customer shall
use its best efforts to protect and keep confidential all intellectual
property provided by C & G Technical Group to Customer through
any Non-C & G Technical Group Product and shall make no attempt
to copy, alter, reverse engineer, or tamper with such intellectual
property or to use it other than in connection with the Services.
Customer shall not resell, transfer, export or re-export any Non-C
& G Technical Group Product, or any technical data derived therefrom,
in violation of any applicable United States or foreign law.
6. IP
Address Ownership.
If C & G Technical Group Reseller assigns Customer an Internet
Protocol address for Customer's use, the right to use that Internet
Protocol address shall belong only to C & G Technical Groups'
Reseller, and Customer shall have no right to use that Internet
Protocol address except as permitted by C & G Technical Groups'
Resellers sole discretion in connection with the Services, during
the term of this Agreement. C & G Technical Group Reseller shall
maintain and control ownership of all Internet Protocol numbers
and addresses that may be assigned to Customer by C & G Technical
Groups' Reseller, and C & G Technical Groups' Reseller reserves
the right to change or remove any and all such Internet Protocol
numbers and addresses, in its sole and absolute discretion.
7. Caching.
Customer expressly (i) grants to C & G Technical Groups'
Reseller a license to cache the entirety of the Customer Content
and Customer's web site, including content supplied by third parties,
hosted by C & G Technical Group under this Agreement and (ii)
agrees that such caching is not an infringement of any of Customer's
intellectual property rights or any third party's intellectual
property rights.
8. CPU
Usage.
Customer agrees that Customer shall not use excessive amounts
of CPU processing on any of C & G Technical Group Reseller's servers.
Any violation of this policy may result in corrective action by
C & G Technical Group, including assessment of additional charges,
disconnection or discontinuance of any and all Services, or termination
of this Agreement, which actions may be taken in C & G Technical
Group Reseller's sole and absolute discretion. If C & G Technical
Group takes any corrective action under this section, Customer
shall not be entitled to a refund of any fees paid in advance
prior to such action.
9. Bandwidth
and Disk Usage.
Customer agrees that bandwidth and disk usage shall not
exceed the number of megabytes per month for the Services ordered
by Customer on the Order Form (the "Agreed Usage"). C & G Technical
Group Reseller will monitor Customer's bandwidth and disk usage.
C & G Technical Group shall have the right to take corrective
action if Customer's bandwidth or disk usage exceeds the Agreed
Usage. Such corrective action may include the assessment of additional
charges, disconnection or discontinuance of any and all Services,
or termination of this Agreement, which actions may be taken in
C & G Technical Group Reseller's sole and absolute discretion.
If C & G Technical Group takes any corrective action under this
section, Customer shall not be entitled to a refund of any fees
paid in advance prior to such action.
10. Property
Rights.
C & G Technical Groups' Reseller owns all right, title
and interest in and to the Services and C & G Technical Group
Reseller's trade names, trademarks, service marks, inventions,
copyrights, trade secrets, patents, know-how and other intellectual
property rights relating to the design, function, marketing, promotion,
sale and provision of the Services and the related hardware, software
and systems ("Marks"). Noting in this Agreement constitutes a
license to Customer to use the Marks.
11. Customer
Web Site; E-Commerce; Customer Warranties.
Customer shall be solely responsible for the development,
operation and maintenance of Customer's web site, online store
and e-commerce activities, for all products and services offered
by Customer or appearing online and for all contents and materials
appearing online or on Customer's products, including, without
limitation (i) the accuracy and appropriateness of the Customer
Content and content and material appearing in its store or on
its products, (ii) ensuring that the Customer Content and content
and materials appearing in its store or on its products do not
violate or infringe upon the rights of any person, and (iii) ensuring
that the Customer Content and the content and materials appearing
in its store or on its products are not defamatory or otherwise
illegal. Customer shall be solely responsible for accepting, processing
and filling customer orders and for handling customer inquiries
or complaints. Customer shall be solely responsible for the payment
or satisfaction of any and all taxes associated with its web site
and online store.
Customer shall be responsible for the security and confidentiality
of any customer information (including, without limitation, customer
credit card numbers) that Customer may receive as a result of
its web site or online store.
Customer represents and warrants to C & G Technical Group that
Customer owns or has the right to use the Customer Content and
material contained therein, including all text, graphics, sound,
music, video, programming, scripts and applets, and the use, reproduction,
distribution and transmission of the Customer Content and any
information and materials contained therein does not, and will
not, (i) infringe or misappropriate any copyright, patent, trademark,
trade secret or any other proprietary right of a third party,
(ii) violate any criminal laws or (iii) constitute false advertising,
unfair competition, defamation, an invasion of privacy, violate
a right of publicity or violate any other law or regulation. Customer
grants C & G Technical Group the right to reproduce, copy, use
and distribute all and any portion of the Customer Content to
the extent needed to provide and operate the Services.
12. Disclaimer
of Warranty.
Customer agrees to use all Services and any information
obtained through or from C & G Technical Group or C & G Technical
Groups' Reseller, at Customer's own risk. Customer acknowledges
and agrees that C & G Technical Group exercises no control over,
and accepts no responsibility for, the content of the information
passing through C & G Technical Group Reseller's host computers,
network hubs and points of presence or the Internet. THE SERVICES
PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE
BASIS. NONE OF C & G TECHNICAL GROUP, ITS PARENT, SUBSIDIARY OR
AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES,
OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, SUPPLIERS,
THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE
LIKE (EACH, AN "C & G TECHNICAL GROUP PERSON") MAKE ANY WARRANTIES
OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED
TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT, FOR THE SERVICES OR ANY EQUIPMENT C & G TECHNICAL
GROUP PROVIDES. NO C & G TECHNICAL GROUP PERSON MAKES ANY WARRANTIES
THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO
ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY
OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE CONTAINED
IN OR PROVIDED THROUGH THE SERVICES. C & G TECHNICAL GROUP IS
NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT
OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY
CUSTOMER OR ANY OF CUSTOMER'S CUSTOMERS VIA THE SERVICES PROVIDED
BY C & G TECHNICAL GROUP. NO ORAL ADVICE OR WRITTEN INFORMATION
GIVEN BY ANY C & G TECHNICAL GROUP PERSON, WILL CREATE A WARRANTY;
NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. The terms
of this section shall survive any termination of this Agreement.
13. Indemnification.
Customer agrees to indemnify, defend and hold harmless
C & G Technical Group and its parent, subsidiary and affiliated
companies, and each of their respective officers, directors, employees,
shareholders and agents (each an "indemnified party" and, collectively,
"indemnified parties") from and against any and all claims, damages,
losses, liabilities, suits, actions, demands, proceedings (whether
legal or administrative), and expenses (including, but not limited
to, reasonable attorney's fees) threatened, asserted, or filed
by a third party against any of the indemnified parties arising
out of or relating to (i) Customer's use of the Services, (ii)
any violation by Customer of the Usage Policy, (iii) any breach
of any representation, warranty or covenant of Customer contained
in this Agreement or (iv) any acts or omissions of Customer. The
terms of this section shall survive any termination of this Agreement.
14. Limitation
of Liability.
Customer agrees that no C & G Technical Group Person, under
any circumstances, shall be held responsible or liable for situations
where the Services are accessed by third parties through illegal
or illicit means, including situations where such data is accessed
through the exploitation of security gaps, weaknesses or flaws
(whether known or unknown to C & G Technical Group or Reseller
at the time) which may exist in the Services or C & G Technical
Group Reseller's equipment used to provide the Services.
Under no circumstances, including negligence, shall any C & G
Technical Group Person be liable for any indirect, incidental,
special, consequential or punitive damages, or loss of profits,
revenue, data or use by Customer, any of its customers or any
other third party, whether in an action in contract or tort or
strict liability or other legal theory, even if C & G Technical
Group has been advised of the possibility of such damages. No
C & G Technical Group Person shall be liable to Customer, any
of its customers or any other third party, for any loss or damages
that result or are alleged to have resulted from the use of or
inability to use the Services, or that results from mistakes,
omissions, interruptions, deletion of files, loss of data, errors,
viruses, defects, delays in operations, or transmission or any
failure of performance, whether or not limited to acts of God,
communications failure, theft, destruction or unauthorized access
to C & G Technical Groups' or Resellers records, programs, equipment
or services.
Notwithstanding anything to the contrary in this Agreement, C
& G Technical Groups' maximum liability under this Agreement for
all damages, losses, costs and causes of actions from any and
all claims (whether in contract, tort, including negligence, quasi-contract,
statutory or otherwise) shall not exceed the actual dollar amount
paid by Customer for the Services which gave rise to such damages,
losses and causes of actions during the 12-month period prior
to the date the damage or loss occurred or the cause of action
arose.
Customer understands, acknowledges and agrees that if C & G Technical
Group takes any corrective action under this Agreement because
of an action of Customer or one if its customer or a Reseller
Customer, that corrective action may adversely affect other customers
of Customer or other Reseller Customers, and Customer agrees that
C & G Technical Group shall have no liability to Customer, any
of its customers or any Reseller Customer due to such corrective
action by C & G TECHNICAL GROUP.
This limitation of liability reflects an informed, voluntary
allocation between the parties of the risks (known and unknown)
that may exist in connection with this Agreement. The terms of
this section shall survive any termination of this Agreement.
15. Force
Majeure.
C & G Technical Group shall not be liable for failure or
delay in performing its obligations hereunder if such failure
or delay is due to circumstances beyond its reasonable control,
including, without limitation, acts of any governmental body,
war, insurrection, sabotage, embargo, fire, flood, strike or other
labor disturbance, interruption of or delay in transportation,
unavailability of, interruption or delay in telecommunications
or third party services (including DNS propagation), failure of
third party software or hardware or inability to obtain raw materials,
supplies or power used in or equipment needed for provision of
the Services.
16. Governing
Law; Jurisdiction; Arbitration.
This Agreement shall be governed in all respects by Texas
law without regard to the conflict of law provisions thereof.
Both parties submit to personal jurisdiction in Texas. Any controversy
or claim arising out of, relating to or in connection with this
Agreement, or the breach thereof, shall be subject to arbitration
administered by the American Arbitration Association ("AAA") in
accordance with its then existing Commercial Arbitration Rules
(collectively, the "AAA Rules") and judgment upon the award rendered
by the arbitrator may be entered in any court having jurisdiction
thereof. The place of arbitration shall be Fort Worth, Texas,
or any other place selected by mutual agreement of the parties.
An award rendered in connection with an arbitration pursuant to
this Section shall be final and binding upon the parties and the
parties agree and consent that the arbitral award shall be conclusive
proof of the validity of the determinations of the arbitrations
set forth in the award, and any judgment upon such an award may
be entered and enforced in any court of competent jurisdiction.
The parties agree that the award of the arbitral tribunal will
be the sole and exclusive remedy between them regarding any and
all claims and counterclaims between them with respect to the
subject matter of the arbitrated dispute. The parties hereby waive
all in personam jurisdictional defenses in connection with any
arbitration hereunder or the enforcement of an order or award
rendered pursuant thereto. In any legal action, the prevailing
party will be entitled to recover all legal expenses incurred
in connection with the action, including but not limited to its
costs, both taxable and non-taxable, and reasonable attorney's
fees. The terms of this section shall survive any termination
of this Agreement.
17. Assignment.
Customer shall not have the right to assign this Agreement
without the prior written consent of C & G TECHNICAL GROUP. This
Agreement shall be binding upon and inure to the benefit of Customer
and C & G Technical Group and their successors and permitted assigns.
18. Entire
Agreement; Severability.
This Agreement, together with the Order Form and any other
documents or agreements specifically identified in this Agreement,
represents the entire agreement between the parties, and supercedes
all previous representations, understandings or agreements. 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.
Customer hereby represents that he, she or it is either, an individual
entering this Agreement for his or her personal use and is over
18 years of age, or a corporation, limited partnership or other
legal entity, duly organized, validly existing and in good standing
under the laws of the state of its organization and the person
acting on behalf of Customer is duly authorized to accept, execute
and deliver this Agreement on behalf of Customer.
Our Policies:
1. C & G Technical Group Reseller customers, and customers
of C & G Technical Group customers or any user of bandwidth and/or
services on our Reseller's network (herein described as 'users')
are prohibited from sending UBE/UCE. Users may be asked to produce
records that verify that explicit affirmative permission was obtained
from a recipient before a mailing was sent. C & G Technical Group
may consider the lack of such proof of explicit affirmative permission
of a questionable mailing UBE/UCE at its sole discretion.
2. C & G Technical Group customers are prohibited from maintaining
open mail relays on their servers. Ignorance of the presence
or operation of an open mail relay is not and will not be considered
an acceptable excuse for its (the open mail relay) operation.
Multiple infractions of this policy will result in a discontinuation
of service.
3. C & G Technical Group customers will be notified in the
event that they may be hosting sites listed as violators of
the above policy. Again, failure to rectify such situations
may be cause for termination.
4. C & G Technical Group customers are prohibited from providing
hosting services for websites that have been included in UBE/UCE.
Hosting includes, but is not limited to, hosting website(s),
providing DNS services as well as website redirect services.
5. Valid complaints received by C & G Technical Group or C
& G Technical Group Reseller may lead to immediate termination
or suspension of the service. C & G Technical Group Reseller
may block traffic without prior notice to and from the IP address
involved in the UBE/UCE complaint until the problem is resolved
and preventative measures have been implemented to prevent the
violation from recurring.
6. C & G Technical Group Reseller reserves the right to suspend
and/or cancel permanently any and all services provided to the
user without a notification. If a Customer is in violation of
any term or condition of the Usage Policy or Customer's use
of the Service disrupts or, in C & G Technical Groups' judgment,
could disrupt, C & G Technical Groups' business operations,
C & G Technical Group reserves the right to charge a penalty
of $700. To report an incidence of abuse, please report it to
webmaster@cginvestmentgroup.com
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