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By and between VisionCourse, LLC and all its subsidiary
websites, who will be referred to as VisionCourse, LLC in this document, and the
Web Hosting customer, who will be referred to in this document as
"Customer”. The parties agree to the following,
which shall apply during the term of this agreement:
VisionCourse, LLC ("Company") agrees to
furnish services to the Customer, subject to the following TOS (Terms of
Service). Use of VisionCourse, LLC Service constitutes acceptance and agreement to
VisionCourse, LLC's Acceptable Use Policy, as well as VisionCourse, LLC's TOS. All
provisions of this agreement are subject to the TOS of VisionCourse, LLC, Inc. and
AUP. The AUP may be changed from time to time at the discretion of the
Company. Customer understands that change to the AUP by the Company shall not
be grounds for early contract termination or non-payment.
1. Order Acceptance and
Payment:
a. All orders are subject to
acceptance by VisionCourse, LLC. An order
will be deemed accepted by VisionCourse, LLC when written (e-mail) confirmation of
the order is sent to Customer. VisionCourse, LLC may refuse to accept or delay
acceptance of any order for any reason.
b. Payment and Terms: Payment
shall be made in US dollars to VisionCourse, LLC. Payments are due upon account activation
and future renewal. If due to bank charges, transfer fees, or the like, VisionCourse, LLC
should receive less than its invoice amount, VisionCourse, LLC will re-invoice
Customer for the shortfall. Should payment in full of any invoice (aside from
such shortfalls) not be received by VisionCourse, LLC within ten (10) days after
activation or renewal, VisionCourse, LLC may discontinue, withhold, or suspend
services to Customer.
2. Confidentiality:
Customer acknowledges that by reason of its relationship with VisionCourse, LLC
hereunder, it may have access to certain information and materials relating
to VisionCourse, LLC's business, plans, customers, software, copyrighted code, intellectual
property, and marketing strategies that is confidential and of substantial
value to VisionCourse, LLC, which value would be impaired if such information were
disclosed to third parties. Customer agrees that it will not use in any way for its own account nor for the account of any third
party, nor disclose to any third party, any such information revealed to it
by VisionCourse, LLC. Customer agrees that
all code implemented and/or intellectual property into customer’s WebSite or
ProStores account is property of VisionCourse, LLC and can not be used on any
other website or ProStores without prior payment and consent of VisionCourse, LLC
in writing. Customer further agrees that it will take every reasonable
precaution to protect the confidentiality of such information. In the event of termination of this
agreement, there shall be no use or disclosure by the Customer of any such
confidential information in its possession, and all confidential materials
shall be returned to VisionCourse, LLC or destroyed. The provisions of this
section shall survive the termination of the agreement for any reason. Upon
any breach or threatened breach of this section, VisionCourse, LLC shall be
entitled to injunctive relief, which relief shall not be contested by
Customer.
3. Disclosure to Law
Enforcement: The AUP specifically prohibits the use of our service for
illegal activities. Therefore, Customer agrees that the Company may disclose
any and all Customer information including assigned IP numbers, account
history, account use, etc. to any law enforcement agent who makes a written
request without further consent or notification to the Customer. In addition VisionCourse, LLC
shall have the right to terminate all service set forth in this Agreement.
4. Term and Termination:
Hosting and Subscription Services will commence on the Effective Date
indicated in the Order and continue for the duration of the Initial Term.
Thereafter, the Order will automatically renew for successive one month
periods unless the Order is earlier terminated in accordance with its terms
or either party gives written notice to the other party of non-renewal at
least 30 days prior to expiration of the then-current term.
a. Either party may terminate
this Agreement immediately upon the occurrence of any one or more of the
following events: (i) the other party fails to pay when due any amounts
required to be paid under this Agreement; (ii) the other party breaches any
material term or provision of this Agreement (other than a breach described
in subsection (i) above), and if capable of cure, such breach remains uncured
30 days after the non-breaching party gives written notice thereof to the
breaching party; or (iii) the other party becomes insolvent, makes an
assignment for the benefit of its creditors, institutes or becomes subject to
any proceeding under any bankruptcy or similar laws for the relief of
debtors, or seeks the appointment of, or becomes subject to the appoint of,
any trustee or receiver for all or any portion of such party’s assets.
b. VisionCourse, LLC may terminate
this Agreement (i) if the Services are prohibited by applicable law, or
become impractical or unfeasible for any technical, legal or regulatory
reason, by giving Customer as much prior notice as reasonably practicable or
(ii) immediately by giving written notice to Customer, if VisionCourse, LLC
determines in good faith that Customer’s use of the Customer Web site or the
Customer Content violates the Acceptable Use Policy.
5. Service Rates:
Customer acknowledges that the nature of the service furnished and the
initial rates and charges have been communicated to Customer. Customer is
aware that the Company may prospectively change the specified rates and
charges from time to time. The promotional offer is contingent upon Company
achieving and maintaining its cost of service goals including but not limited
to rates charged to company by its suppliers.
6. Charges and Fees:
Service will be interrupted on accounts that reach 10 days past due. Service
interrupted for nonpayment is subject to a $100 reconnect charge. Accounts
that are not collectable by VisionCourse, LLC may be turned over to an outside
collection agency for collection. If your account is turned over for
collection, you agree to pay the company a "Processing and
Collection" Fee of not less than $50 not more than $150.
7. Failure to Pay: The
Company may temporarily deny service or terminate this Agreement upon the failure
of Customer to pay charges when due. Such termination or denial will not
relieve Customer of responsibility for the payment of all accrued charges,
plus reasonable interest and any collection fees. Customer may cancel their
account according to the terms of this agreement. All requests for canceling
accounts must be made in writing with at least 30 days notice.
8. Service Interruption:
Customer acknowledges that the service provided is of such a nature that
service can be interrupted for many reasons other than the negligence of the
company and that damages resulting from any interruption of service are
difficult to ascertain. Therefore, Customer agrees that the company shall not
be liable for any damages arising from such causes beyond the direct and
exclusive control of the company. Customer further acknowledges that the
company's liability for its own negligence may not in any event exceed an
amount equivalent to charges payable by Customer for services during the
period damages occurred. In no event shall the company be liable for any
special or consequential damages, loss or injury.
9. Customer Support: VisionCourse, LLC
provides technical support to our Customers with the exception of all federal
holidays according to the following terms: VisionCourse, LLC provides support
related to your server or virtual site physical functioning. VisionCourse, LLC
does not offer tech support for application specific issues such as perl or
php programming, html, flash, Servers not owned and maintained by
VisionCourse, LLC, QuickBooks, ShipWorks, Blackthorne, third party software or any
other such issue. VisionCourse, LLC does not provide technical support for
Customer’s end use customers.
10. Spam Policy: VisionCourse, LLC
takes a zero tolerance approach to the sending of Unsolicited Commercial
Email (UCE) or SPAM over our network. Very simply this means that customers
of VisionCourse, LLC may not use or permit others to use our network to transact
in UCE. Customers of VisionCourse, LLC may not host, or permit hosting of, sites
or information that is advertised by UCE from other networks. Violations of
this policy carry severe penalties, including termination of service.
a. Violation of VisionCourse, LLC's
SPAM policy will result in severe penalties. Upon notification of an alleged
violation of our SPAM policy, VisionCourse, LLC will initiate an immediate
investigation (within 48 hours of notification). During the investigation, VisionCourse, LLC
may restrict customer access to the network to prevent further violations. If
a customer is found to be in violation of our SPAM policy, VisionCourse, LLC may,
at its sole discretion, restrict, suspend or terminate customer's account.
Further, VisionCourse, LLC reserves the right to pursue civil remedies for any
costs associated with the investigation of a substantiated policy violation. VisionCourse, LLC
will notify law enforcement officials if the violation is believed to be a
criminal offense.
b. First violations of this
policy will result in an "Administrative Fee" of $250 and your
account will be reviewed for possible immediate termination. A second
violation will result in an "Administrative Fee" of $500 and
immediate termination of your account. Users who violate this policy agree
that in addition to these "Administrative" penalties, they will pay
"Research Fees" not to exceed $175 per hour that VisionCourse, LLC
personnel must spend to investigate the matter. PLEASE, DO NOT SPAM from your
account.
c. As our Customers are
ultimately responsible for the actions of their clients over the VisionCourse, LLC
network, it is advisable that Customers develop a similar, or stricter,
policy for their clients.
11. IP Address Ownership:
If VisionCourse, LLC assigns Customer an Internet Protocol address for Customer's
use, the right to use that Internet Protocol address shall belong only to VisionCourse, LLC,
and Customer shall have no right to use that Internet Protocol address except
as permitted by VisionCourse, LLC in its sole discretion in connection with the
Services, during the term of this Agreement. VisionCourse, LLC shall maintain and
control ownership of all Internet Protocol numbers and addresses that may be
assigned to Customer by VisionCourse, LLC, and VisionCourse, LLC reserves the right to
change or remove any and all such Internet Protocol numbers and addresses, in
its sole and absolute discretion. Our allocation of IP addresses is limited
by ARIN's new policies. These new policies state that use of IP addresses for
IP based virtual hosts will not be accepted as justification for new IP
addresses. What this means to you is that you MUST use name-based hosting
where possible. We will periodically review IP address usage, and if we find
that clients are using IP addresses where name-based hosting could be used,
we will revoke authorization to use those IP addresses that could be used
with name-based hosting.
12. Bandwidth, Disk, and
Shared Resource 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, and the total shared resource usage, to be
determined solely by VisionCourse, LLC, shall not exceed 10% at any one time (the
"Agreed Usage"). VisionCourse, LLC will monitor Customer's bandwidth
usage, disk usage, and shared resource usage. VisionCourse, LLC shall have the
right to take corrective action if Customer's bandwidth, disk, or shared resource
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 is
in VisionCourse, LLC's sole and absolute discretion. If VisionCourse, LLC 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. In the event that a
customer exceeds the included allocation, VisionCourse, LLC may, at its sole
discretion, collect a deposit, in an amount determined by VisionCourse, LLC,
against customer's credit card on file with VisionCourse, LLC.
13. System and Network
Security: Users are prohibited from violating or attempting to violate
the security of the VisionCourse, LLC Network. Violations of system or network
security may result in civil or criminal liability. VisionCourse, LLC will
investigate occurrences, which may involve such violations and may involve,
and cooperate with, law enforcement authorities in prosecuting Users who are
involved in such violations. These violations include, without limitation:
a. Accessing data not intended
for such User or logging into a server or account, which such User is not
authorized to access.
b. Attempting to probe, scan or
test the vulnerability of a system or network or to breach security or
authentication measures without proper authorization.
c. Attempting to interfere with
service to any user, host or network, including, without limitation, via
means of overloading, "flooding", "mail bombing" or
"crashing".
d. Forging any TCP/IP packet
header or any part of the header information in any e-mail or newsgroup
posting.
e. Taking any action in order
to obtain services to which such User is not entitled.
14. Account/Service
Cancellation: VisionCourse, LLC reserves the right to suspend network access
to any customer if in the judgment of the VisionCourse, LLC network administrators
the customer's server is the source or target of the violation of any of the
other terms of the AUP or for any other reason which VisionCourse, LLC chooses. If
inappropriate activity is detected, all accounts of the Customer in question
will be deactivated until an investigation is complete. Prior notification to
the Customer is not assured. In extreme cases, law enforcement will be
contacted regarding the activity. The customer will not be credited for the
time the customer's machines were suspended.
a. VisionCourse, LLC reserves the
right to amend its policies at any time. All Sub-Networks, resellers and
managed servers of VisionCourse, LLC must adhere to the above policies. Failure to
follow any term or condition will be grounds for immediate Cancellation. You
will be held responsible for the actions of your clients in the matter
described on these Terms and conditions. Therefore, it is in your best
interest to implement a similar or stricter Terms and conditions or otherwise
called Acceptable Terms of use policy.
15. Indemnification: VisionCourse, LLC
wishes to emphasize that in agreeing to the VisionCourse, LLC AUP and TOS customer
indemnifies VisionCourse, LLC for any violations that results in loss to VisionCourse, LLC
or the bringing of any claim against VisionCourse, LLC by any third-party. This
means that if VisionCourse, LLC is sued because of a customer's or a customer of a
customer's activity, the customer will pay any damages awarded against VisionCourse, LLC,
plus all costs and attorney's fees.
16. Property Rights: VisionCourse, LLC
owns all rights, titles and interests in VisionCourse, LLC's trade names, service
marks, inventions, copyrights, trade secrets, patents, and know-how relating
to the design, function, or operation of Plans and of the hardware and
software systems and resources necessary to provide the individual service
elements of which they consist. This agreement does not constitute a license
to Customer to use VisionCourse, LLC's trade names or service marks. The use by
Customer of the other property rights mentioned here is authorized only for
the purposes of marketing and selling Plans.
17. Applicable Law,
Jurisdictional Matters: This agreement is to be governed by and construed
under the laws of the State of California,
the County of San
Diego, and the United States of America. The
federal and state courts of the State of California shall have exclusive
jurisdiction to adjudicate any non-arbitrable dispute arising out of this
agreement. Customer hereby expressly consents to (1) the jurisdiction of the
courts of California and (2) service of process being effective upon it by
registered mail sent to the address set forth at the beginning of this
document, as may be changed from time to time by written notice actually
received by VisionCourse, LLC. To the
extent permissible by the law of Customer's jurisdiction, Customer waives any
requirement that service of process or of any documents be made upon it
pursuant to the provisions of the Hague Convention.
18. Entire Agreement,
Modifications: This agreement sets forth the entire agreement and
understanding between the parties and merges all prior discussion between
them. VisionCourse, LLC may make changes to this agreement upon thirty (30) days'
written notice to Customer, advising of the change and the effective date
thereof. Utilization of VisionCourse, LLC services by Customer and/or its
Customers following the effective date of such change shall constitute acceptance
by Customer of such change(s). Otherwise, this agreement may not be modified
except for with written consent of both parties.
VisionCourse, LLC Acceptable Use
Policy
VisionCourse, LLC has formulated this Acceptable Use Policy in
order to encourage the responsible use of VisionCourse, LLC's services by our
customers and other users ('Users'), and to enable us to provide our Users
with secure, reliable and productive services.
1. General Conduct
VisionCourse, LLC, including the websites operated by VisionCourse, LLC (collectively,
the 'VisionCourse, LLC Network'), may be used only for lawful purposes. Users may
not use the VisionCourse, LLC Network in order to transmit, distribute or store
material (a) in violation of any applicable law, (b) in a manner that will
infringe the copyright, trademark, trade secret or other intellectual
property rights of others or the privacy, publicity or other personal rights
of others, or (c) that is obscene, threatening, abusive or hateful, or (d)
constitutes slander, libel or defamation, (E) publicizes the personal
information or likeness of a person without that person’s consent or (F)
otherwise violates the privacy rights of any person.
2. Child Pornography
VisionCourse, LLC will cooperate fully with any criminal investigation into a
Customer's violation of the Child Protection Act of 1984 concerning child
pornography. Customers are ultimately responsible for the actions of their
clients over the VisionCourse, LLC network, and will be liable for illegal
material posted by their clients. According to the Child Protection Act,
child pornography includes photographs, films, video or any other type of
visual presentation that shows a person who is or is depicted as being under
the age of eighteen years and is engaged in or is depicted as engaged in
explicit sexual activity, or the dominant characteristic of which is the
depiction, for a sexual purpose, of a sexual organ or the anal region of a
person under the age of eighteen years any written material or visual
representation that advocates or counsels sexual activity with a person under
the age of eighteen years. No credits will be issued for any interruption in
service resulting from policy violations. Violations of the Child Protection
Act may be reported to the U.S. Customs Agency at icpicc@customs.treas.gov.
3. System and Network
Security
Users are prohibited from violating or attempting to violate the security of
the VisionCourse, LLC Network, including, without limitation, (a) accessing data
not intended for such User or logging into a server or account which such User
is not authorized to access, (b) attempting to probe, scan or test the
vulnerability of a system or network or to breach security or authentication
measures without proper authorization, (c) attempting to interfere with
service to any user, host or network, including, without limitation, via
means of overloading, 'flooding', 'mailbombing', 'crashing', or attempt to or
cause denial of service attacks (d) forging any TCP/IP packet header or any
part of the header information in any e-mail or newsgroup posting (e) taking
any action in order to obtain services to which such User is not entitled (f)
the usage, hosting or installation of IRC , IRC bots or eggdrops type
software to be operated on our servers or network. (g) Posting messages or
programs that consume excessive CPU time or storage space (h) Utilize the
Services to distribute or post any virus, worm, Trojan horse, or computer
code intended to disrupt services, destroy data, destroy or damage equipment,
or disrupt the operation of Services;(i) Utilize the Services to distribute,
advertise or promote software or services that have the primary purpose of
encouraging or facilitating unsolicited commercial e-mail or spam, or (j)
Utilize the Services in any manner that might subject VisionCourse, LLC to unfavorable
regulatory action, subject VisionCourse, LLC to any liability for any reason, or
adversely affect VisionCourse, LLC public image, reputation or goodwill,
including, without limitation, sending or distributing sexually explicit,
hateful, vulgar, racially, ethnically or otherwise objectionable materials as
determined by VisionCourse, LLC in its sole discretion. Violations of system or
network security may result in civil or criminal liability. VisionCourse, LLC will
investigate occurrences that may involve such violations and may involve, and
cooperate with, law enforcement authorities in prosecuting Users who are
involved in such violations.
4. E-Mail
Users may not send unsolicited e-mail messages, including, without
limitation, bulk commercial advertising or informational announcements
('spam') in a way that could be reasonably expected to adversely impact the VisionCourse, LLC
Network, including, without limitation, using an e-mail account on VisionCourse, LLC's
network to send spam or bulk e-mail, or using the service of another provider
to send spam or to promote a site hosted on or connected to the VisionCourse, LLC
Network. In addition, Users may not use the VisionCourse, LLC Network in order to
(a) send e-mail messages which are excessive and/ or intended to harass or
annoy others, (b) continue to send e-mail messages to a recipient that has
indicated that he/she does not wish to receive them, (c) send e-mail with
forged TCP/IP packet header information, (d) send malicious e-mail,
including, without limitation, 'mailbombing', (e) send or receive e-mail
messages in a manner that violates the use policies of any other internet
service provider, or (f) use an e-mail box exclusively as a storage space for
data (g) Offering for sale or soliciting e-mail lists for the purposes of
bulk e-mail.
5. Usenet
Users who post messages to Usenet newsgroups are responsible for becoming
familiar with any written charter or FAQ governing use of such newsgroups and
complying therewith. Regardless of such policies, Users may not (a) post the
same message, or a series of similar messages, to one or more newsgroups
(excessive cross-posting or multiple-posting, also known as 'Usenet spam'),
(b) cancel or supersede posts not originally posted by such User, unless such
User does so in the course of his/her duties as an official newsgroup
moderator, (c) post any message with forged packet header information, or (d)
post messages that are excessive and/or intended to annoy or harass others,
including, without limitation, chain letters.
6. Suspension; Termination
Any User which VisionCourse, LLC determines to have violated any element of this
Acceptable Use Policy shall receive a written warning, and may be subject at VisionCourse, LLC's
discretion to a temporary suspension of service pending such User's agreement
in writing to refrain from any further violations; provided, however, that if
VisionCourse, LLC deems it necessary, it may immediately suspend or terminate such
User's service without issuing such a warning. Users that VisionCourse, LLC
determines to have committed a second violation of any element of this
Acceptable Use Policy shall be subject to immediate suspension or termination
of service without further notice.
7. Responsibility
VisionCourse, LLC takes no responsibility for any material input by others and not
posted to the VisionCourse, LLC Network, psdirectory.com and psdirectory.com
message boards by VisionCourse, LLC.
VisionCourse, LLC is not responsible for the content of any other websites
linked to the VisionCourse, LLC Network; links are provided as Internet navigation
tools only.
8. Privacy
Any User interacting with our site and providing VisionCourse, LLC with name,
address, telephone number, e-mail address, domain name or URL or any other
personally identifiable information permits VisionCourse, LLC to use such
information for commercial purposes of its own, including contacting Users
about products and services which may be of interest. For each visitor to our
Web Site, our Web server recognizes only the visitor's domain name, not the
e-mail address. We collect information volunteered by the visitor, such as
form submittals and/or site registrations. This information is used to
improve the content of our website, it is not shared
with other organizations for commercial purposes. Any User who does not wish
to receive further contacts from VisionCourse, LLC should send VisionCourse, LLC a
specific request (i.e., stating do not use or do not share or both) by
certified mail or by regular mail clearly marked 'Privacy-Urgent' addressed
as follows:
2182 El Camino Real Suite #104
Oceanside, CA
92056
VisionCourse, LLC does not sell, rent or otherwise disclose
its mailing lists to third parties.
VisionCourse, LLC reserves the right to modify this Acceptable Use Policy at any
time in its sole and absolute discretion.
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