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AVIA! web development and hosting
Web Hosting Terms and Conditions

  1. Responsibilities of the Parties.
    • Website Hosting.
      After payment of the applicable Hosting Fees (defined below), AVIA! web development and hosting ("AVIA!") will provide Client with the selected hosting and/or other web services as described from time to time on AVIA!'s website at www.aviaweb.net (the "Work").Client agrees to respond to AVIA!'s requests and inquiries in a timely fashion and understands that its failure to do so may result in additional fees being charged to Client and/or suspension of the Work (including taking Client's Site off-line), in AVIA!'s sole and reasonable discretion.
    • Other Services.
      AVIA! has development, maintenance and other services available under separate agreement, as described on the AVIA! website.
  2. Compensation/Payment.
    Client will pay AVIA! the hosting fees posted from time to time at www.aviaweb.net/aviaweb/billing.html ("Hosting Fees"). For invoiced fees, all payments are due thirty (30) days after the date of each invoice. Client will provide AVIA! with a credit card number,as required for AVIA!, to pay for Hosting Fees and third party services required as a part of the Work such as Yahoo! expedited site review, domain registration, web hosting, or RealNames registration. AVIA! may impose a late charge equal to 1.5% per month or the maximum legal rate on overdue amounts. In addition, Client shall reimburse AVIA! for all out of pocket expenses incurred in connection with the Work, including without limitation, long distance telephone, facsimile, photocopy, printing, postage, courier and delivery, backup tapes, software specific to Client needs, and travel ("Expenses"). Client shall pay all Expenses within 30 days of the date of invoice. If any Client accounts with AVIA! are overdue, under this Agreement or otherwise, AVIA! may at its sole discretion, suspend performance of the Work (including taking Client's Site down) and/or terminate this Agreement or any other agreement with Client.
  3. Term.
    This Agreement shall commence when AVIA! begins the Work.
  4. Content.
    Client is responsible for providing all Content for the Site which shall be true, accurate, and complete. Client represents and warrants that it owns or has obtained permission to use all Content, which permissions or authentications shall be Client's sole responsibility. Client shall at all times remain responsible for (a) reviewing and approving the substance and Content of the Site; and (b) complying with all laws with respect thereto, including but not limited to copyright, trademark and libel laws. AVIA! may rely on the accuracy and completeness of all information provided by Client. "Content" means all text, pictures, sound, graphics, logos, images, video and other data supplied by Client to AVIA!.
  5. Ownership; Work Product.
    Client acknowledges and agrees that ownership of all source code, software and material developed and produced by AVIA! in connection with this Agreement is the product of and shall remain with AVIA! and shall NOT be deemed "works-for-hire". Without limiting the foregoing, AVIA! specifically reserves and maintains the right to develop, modify and sell derivative works and/or similar products relating to the Work produced by AVIA! hereunder. These provisions shall not apply to any Content supplied by Client or any Confidential Information of Client. Upon payment in full to AVIA! of all amounts due, AVIA! grants Client a royalty-free, non-exclusive, nontransferable license to use the Work solely for the use intended herein and for no other purpose.
  6. Inappropriate Material and Use.
    Client agrees to use the Site in accordance with this Agreement, AVIA!'s Acceptable Use Policy posted at www.aviaweb.net/aviaweb/acceptable.html and only for lawful purposes in compliance with all applicable laws. Client shall not post, upload, store, distribute or transmit any inappropriate material on its Site or in connection with the Work. Inappropriate material shall be determined by AVIA! in its sole discretion and includes, but is not limited to, threats of physical harm, child pornograpy and copyrighted, trademarked and other proprietary material used without proper authorization. Client further may not use the Site to damage, detrimentally interfere with, circumvent or expropriate any system, data or personal information or in any other inappropriate manner, as determined by AVIA!. This includes but is not limited to the distribution of unsolicited bulk e-mail, commonly known as spamming, the transmission of viruses, mailbombing, and/or any tool or action that compromises the security of any other site. Such use or transmission of unlawful material could subject Client to criminal as well as civil liability in addition to the actions further defined in this Agreement. Client acknowledges that AVIA! may in its sole discretion, suspend Client web hosting, refuse to include inappropriate material on the Site, suspend, modify or terminate the Work, take the Site off-line, or remove the inappropriate material, without liability, for any violation of this Agreement.
  7. Indemnification.
    Client shall indemnify, defend and hold harmless AVIA!, its owners, directors, officers, agents and employees against all claims, demands, losses, expenses and causes of action arising out of or in any way relating to Client's violation of this Agreement, the design, operation, and/or maintenance of the Client's Site by AVIA!, the Content, inappropriate material, and/or in connection with the Client's business, including but not limited to (i) infringement or misappropriation of any intellectual property right; (ii) defamation, libel, slander, obscenity, pornography or violation of the rights of privacy or publicity; (iii) spamming or any other offensive, harrassing and illegal conduct; (iv) any content placed on AVIA!'s servers by Client or Client's users; or (v) any damage or destruction which is caused by or results from acts or omissions by Client, Client's employees or Client's agents, except to the extent of AVIA!'s gross negligence or willful misconduct.
  8. Warranty.
    Customer acknowledges that the Work is provided "AS IS." Neither AVIA! nor any of its employees or agents warrant that AVIA!'s web hosting service will be uninterrrupted, error free or secure. ANY STATUTORY OR OTHER WARRANTY, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED. Under no circumstances will AVIA! be liable to the Client or any other person for any loss or damage caused by the Client's Site.
  9. Limitation of Liability.
    AVIA!'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE WORK GIVING RISE TO THE CLAIM. IN NO EVENT SHALL AVIA! BE LIABLE FOR INDIRECT, INCIDENTIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF INCOME, DATA OR USE OF INFORMATION, EVEN IF AVIA! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  10. Confidentiality.
    During the term of this Agreement, AVIA! and Client may exchange certain proprietary and confidential information in connection with the Work ("Confidential Information"). Any Confidential Information designated as such in writing by the disclosing party prior to or at the time such Confidential Information is disclosed to the other party shall be maintained by the recipient in strict confidence, shall not be disclosed to third parties unless required to do so by law, and shall not be used for its own benefit. The obligations of the recipient hereunder shall not apply to any Confidential Information which (a) was in the public domain at the time it was disclosed, (b) enters the public domain other than by breach of this Agreement by the recipient, (c) is known to the recipient at the time of its disclosure, or (d) is disclosed to the recipient by a third party who has the right to do so. In the event of breach by a recipient of this section, the provider shall be entitled to specific performance or injunctive relief as a remedy for such breach in addition to its other remedies at law. The parties' obligations under this section shall terminate three (3) years after the date of disclosure. Client acknowledges that AVIA! is engaged in the business of designing, developing, installing and hosting websites. Client agrees that this Agreement does not limit or restrict AVIA!'s ability to engage in such business and does not limit AVIA!'s use or application of any technical information or knowledge acquired independently in the course of such business.
  11. Termination.
    Either party may terminate this Agreement after thirty (30) days written notice to the other. In the event of such termination, AVIA! shall be compensated in full for any phase of the Work which has been commenced by AVIA!; for any equipment that AVIA! has purchased on behalf of Client; and for all other Work otherwise performed. Either party may terminate this Agreement and any other agreement among the parties at any time, after written notice and seven (7) days opportunity to cure, for a material breach of this Agreement. AVIA! shall have the right to terminate or suspend this Agreement and any other agreement among the parties at any time if Client fails to make payments when due under any agreement among the parties.
  12. General.
    (a) AVIA! Shall not be in default of its obligations to the extent that its performance is delayed or prevented by causes beyond its reasonable control, including but not limited to Acts of Nature, failure of its providers, delays by Client and strikes or other labor disturbances. (b) This Agreement shall not be assigned or transferred by either party without the prior written consent of the other. (c) The validity, interpretation, construction and performance of this Agreement shall be governed and construed by the laws of the Commonwealth of Massachusetts. Suit with respect to this Agreement may be brought only in the Commonwealth of Massachusetts and Client submits to personal jurisdiction in Massachusetts. (d) Any notices required or permitted to be given hereunder shall be in writing and shall be deemed to be validly delivered if sent by personal hand delivery, overnight mail service, sent by facsimile or email with a confirmation, or mailed by certified or registered mail, return receipt requested, to the last known address of the applicable party. (e) This Agreement, including the exhibits and proposal of AVIA! and the policies, procedures and terms posted on AVIA!'s website, is the complete and exclusive statement of the agreement between Client and AVIA! regarding the subject matter hereof and supersedes all agreements and any other communications, whether oral or written, between Client and AVIA!. Different or additional terms contained in documents supplied by Client shall not apply. This Agreement may be modified, changed or revised by Client only in writing signed by AVIA!. This Agreement and the applicable policies, procedures and terms contained on AVIA!'s website may be amended from time to time by AVIA! To the extent any of the terms of the exhibits, proposals, or the website conflict with this Agreement, the provisions of this Agreement shall govern, unless they are subsequent in time. (f) If any provision of this Agreement are determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. (g) Client shall be responsible for all costs and expenses (including court costs and attorneys' fees) incurred by AVIA! in enforcing this Agreement.


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