Agreement of Hosting
Monday, July 1, 2019
Effective: Monday, August 13, 2018
Whereas in consideration for products provided and services rendered, the “User” willfully and voluntarily enters into with Colletti Tech LLC, herein the “Host” or “Service Provider”, this Agreement of Hosting; hereinafter “Terms of Hosting”, “Cloud Hosting”, “Email Hosting”, “Server Hosting”, “Website Hosting” and “Hosting Agreement” or in short, “Agreement”, “Hosting” and “Services”. The definition of a “User”, for this agreement shall hereinafter be all “Persons”, “Individuals“, “Entities”, “Customers”, “Employees” and “Members” with an account for purchased products and services. Colletti Tech LLC and the Client shall be collectively referred to as the “Parties“. Under this Agreement, the Server Provider shall host authorized products for the Client, and such related on-premise or cloud services. Whereas an interest in this subject matter exists, all interested parties agree without modification and acknowledge the binding terms and conditions hereof:
Section 1: Acceptance of Agreement
(a) Federal Identification (e.g. Social Security, Passport, Armed Forces or Veteran Identification Card);
(b) State Photo Identification (e.g. Drivers License or Identification Card);
(c) If the Identification of a Client is renewed or expired; the said User shall have Seven Days (i.e. One Week) to produce newly validated Identification to Colletti Tech LLC.
Set forth by the federal law, Expired, Suspended or Forged Identification shall be refused from all persons. No one Client shall refuse the Proof-of-Identification, upon request or expiration of such record. Thereof refusal, it shall result in the Termination of Services and entire relationship established with a Client.
Section 2: Provisioning of Services
Set forth upon full payment, Colletti Tech LLC agrees to provide the Client with hosting services which may consist of a Cloud Server, Web Server, Email Service, storage capability, internet access, Domain Name Registration (“DNS”), Voice over Internet Protocol (“VoIP”) and such services or products as they may exist from time-to-time. Colletti Tech LLC reserves all rights to amend, establish or terminate any features of a Product Plan (a “Plan”) and scope of Services Rendered from time-to-time with thirty days written notice after such change. Hereof any account with an outstanding or overdue balance (Bad Standing), Colletti Tech LLC and our affiliates shall reserve to refuse service, product offerings and Terminate for Cause such account; including all services and products of the that account. Continued use of services from Colletti Tech LLC after receipt of such a notice, shall constitute acceptance of the binding terms and conditions.
Section 3: Term of Agreement
The initial term of this Agreement shall commence on the date of execution of this Agreement and shall continue through the remainder of the calendar term in which payment was remitted; upon the date this Agreement was executed (the “Initial Term”). After the initial term, this Agreement shall be automatically renewed for successive monthly, quarterly, semi-annually, annually payment periods with Client Accounts in good standing until terminated by one of the parties as provided in this agreement.
Section 4: Termination without Cause
If either Party terminates this Agreement, Colletti Tech LLC shall hereinafter not be mandated or required to provide a refund of any payment, backup content, databases, email messages or all other data from any such services upon termination of a Client Account:
(a) Client may terminate this Agreement at any time, for any reason, by contacting the Service Provider, either by postal mail, phone or Email, and requesting that the Client’s account be canceled. In the event of a cancellation, Colletti Tech LLC shall not refund amounts already billed for the current monthly service period in which Client terminates the Agreement. Any service or product paid in advance by Client for future terms following the current monthly service term shall not be entitled to a refund. In addition, the Client hereby agrees and grants authorization to pay for all fees associated with an early Termination without Cause;
(b) At will of the Service Provider, including without cause, this Agreement may be terminated by Colletti Tech LLC with providing a Mandatory Notice of Termination to the Client; not exceeding thirty days after the service termination.
Section 5: Termination for Cause
Client shall hereinafter agree to abide by the terms and conditions of this Agreement, including all other agreements, policies, notices, and procedures set forth by Colletti Tech LLC for acceptable, lawful, and general use as such may exist from time-to-time. Furthermore, the Client also shall agree to have their account maintained within Good Standing and remit all payments upon the due date. As the Service Provider and Host, Colletti Tech LLC may amend any agreements or policies with notice, not exceeding fifteen days, of such in writing to affected customers by electronic-mail, postal mail, or facsimile transmission. Any violation by a Client of the terms and conditions of agreement, laws of the governing jurisdictions, failure to remit payment for outstanding account balance, overdue account balance for services rendered and products purchased, chargeback of posted payments, or including but not limited to, all other agreements, policies, notices, procedures and regulations set forth by Colletti Tech LLC or laws shall be grounds for immediate Termination for Cause. Upon the termination of any client account for a breach or violation of this Agreement, Colletti Tech LLC shall not be mandated or required to refund any payment for any period in which the termination of services has occurred. Furthermore, Colletti Tech LLC shall not be required or liable to backup nor transmit content, databases, Email messages or any other data from such services upon termination of a Client Account.
Section 6: Terms of Payment
You hereby agree to pay Colletti Tech LLC an amount, as billed or invoiced in United States Dollars (currency code “USD”) on a monthly, quarterly, semi-annually or annually basis for all services rendered and products offered. Colletti Tech LLC shall reserve the right to amend or modify the costs for a Client Plan(s) from time-to-time; which shall include a written or electronic notice after such to the affected clients. Herein, the additional conditions shall affect payments:
(a) Continued use of Colletti Tech LLC services by a Client, upon receipt of such notice shall constitute the acceptance of the agreement, acknowledgement of the amendments and the binding terms of such agreement of services;
(b) Additional costs for add-on services not included in the current plan of a Client shall be appended for billing;
(c) Service charges are payable in advance on no less than a monthly basis; herein by postal mail, electronic notice or acceptable medium, Colletti Tech LLC will remit a bill or invoice to the Client at the beginning of each payment period which shall be due immediately upon receipt;
(d) Upon breach of agreement by the Client, Colletti Tech LLC shall hereinafter issue a demand note for fees:
(i) Overdue Payment fee in the Sum of Forty and 00/100 Dollars ($40.00) after the Due Date of the sale and every Thirty Days consecutively, will be added to outstanding bills, invoices, transactions and sales order which remain unpaid for more than One Day (“Twenty-Four Hours”);
(ii) Service Restoration fee in the Sum of Twenty-Five and 00/100 Dollars ($25.00) will be added to outstanding bills for accounts not in good standing with their services suspended;
(iii) Non-Sufficient Funds fee in the Sum of Forty and 00/100 Dollars ($40.00), including Bank Fee in the Sum of Thirty-Five and 00/100 Dollars ($35.00) upon the cancellation, chargeback, dispute, return or rejection of any payment;
(iv) Cancellation or Early Termination of Services fee, before the end of the agreed term or upon breach of any terms and conditions, in the Sum of Three Hundred Fifty and 00/100 Dollars ($350.00) shall be charged;
(v) Chargeback or Dispute of Payment fee in the Sum of Fifty and 00/100 Dollars ($50.00); and
(vi) Abuse Violations, Data Information Breaches and Systems Security Violations fee in the Sum of Five Hundred and 00/100 Dollars ($500.00) up to the Sum of Five Thousand and 00/100 Dollars ($5000.00) shall be charged as necessary for negligent or criminal damages.
(e) Client shall agree to be billed for all recurring charges, one-time charges, all services requested, ordered or rendered and any fees owed to Colletti Tech LLC;
(f) Any service rendered on-site or remote, which is less than One Hour (“Sixty Minutes”), shall incur a charge for the service rate of one hour; and
(g) Costs upon the upgrade of any current hosting plan, package, or performing add-on requests, will be billed for payment.
Furthermore, Colletti Tech LLC shall within its ability, provide multiple payment-methods to the Client. As necessary at will, with or without probable cause, just cause, reason or notice, Colletti Tech shall reserve the right to restrict and refuse one or more forms of a payment-methods.
Section 7: Liability of Taxes
Colletti Tech LLC shall not be liable for any taxes and other governmental fees related to purchases made by Client or from Host server. Client agrees that s/he will be fully responsible for all taxes and fees of any nature associated with products or services sold through the use of or with the aid of services provided to Client by Colletti Tech.
Section 8: Costs of Goods
Any material and data the Client provides to Host in connection with Services shall be in a form requiring no additional manipulation on the part of Host. Host shall make no effort to validate this material or data for content, correctness, or usability. Material or data that is not in this condition shall be a breach of this Agreement. Colletti Tech LLC, in its sole discretion, may reject application, content, data, materials, products and software that Client has placed on hosting servers or that Client has requested the Host put on servers. Client hereby agrees that Colletti Tech LLC shall have no obligation to provide notice to the Client of its refusal of any such nor provide a Client the opportunity to amend or modify the material or data to meet the requirements. Failure to amend, correct or modify the data or material, as directed by Host within a reasonable time, shall be a breach of this Agreement and Termination for Cause.
Section 9: Abuse of Network & Systems
Harassment by Email, whether through language, frequency, or size of messages, is prohibited. Client may not send Email to any person who does not wish to receive it. If a recipient asks to stop receiving Email, Client must not send that person any further Email. Clients are explicitly prohibited from sending unsolicited bulk e-mail messages (classified as “junk” or “spam”). This includes, but is not limited to, bulk mailing of commercial advertising, informational announcements, and political tracts. Such material may only be sent to those who have explicitly requested it. Clients may not forward or otherwise propagate chain letters, whether or not the recipient wishes to receive such mailings. Malicious Email, including but not limited to “mail bombing” (flooding a user or site with very large or numerous pieces of Email) and “trolling” (posting outrageous messages to generate numerous responses) is prohibited. Forging of header or any other information is not permitted. Subscribing someone else to an Email list or removing someone else from a mail list without that person’s permission is prohibited. Colletti Tech accounts or services may not be used to collect replies to messages sent from another Internet Service Provider if those messages violate this Agreement or any usage policy of that other provider. Violations of this Agreement will result in immediate account termination, restriction of account, refusal of data and provider reserves the right to charge an administrative clean-up fee in the Sum of Five Hundred and 00/100 Dollars ($500.00) up to the Sum of Five Thousand and 00/100 Dollars ($5000.00) and an Account Termination fee in the Sum of Three Hundred Fifty and 00/100 Dollars ($350.00).
Section 10: Violations of Security
Client is prohibited from violating or attempting to violate the security of the network. Violations of system or network security may result in civil or criminal liability in addition to immediate termination of Client’s agreement. Colletti Tech LLC will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Clients who are involved in such violations. These violations include, however without limitation:
(a) Accessing any user account, data without valid permission, and system function which is not intended or entitled for your 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 or UDP packet header or any part of the header information in any e-mail or newsgroup posting;
(e) Forging real identity, by “spoofing” their Email Address, IP Address, MAC Address;
(f) Taking any action or obtaining service to which is not entitled; or
(g) Taking any action which results in physical damage to hardware, software or any systems.
Violations of Security result in immediate account termination, restriction of account, refusal of data and provider reserves the right to charge an administrative clean-up fee in the Sum of Five Hundred and 00/100 Dollars ($500.00) up to the Sum of Five Thousand and 00/100 Dollars ($5000.00) and an Account Termination fee in the Sum of Three Hundred Fifty and 00/100 Dollars ($350.00).
Section 11: Warranty against Unlawful Use
Client warrants and represents to Colletti Tech LLC that the provisioned account shall use services for only lawful purposes, in accordance with all federal, state, and local laws and regulations governing use of Email and the Internet, whether if or if not specifically prohibited elsewhere in this Agreement. In addition, the Client warrants and represents that the provisioned account shall not be subject transfer, theft or misappropriation. Failure to abide by the terms of this paragraph shall be grounds for immediate termination of Client’s account for cause.
Section 12: Release of Liability; No Warranty; Limitation of Damages
Client expressly agrees that use of Services provided by Colletti Tech LLC is at Client’s sole risk. Host will exercise no control over the content of the information passing through Host’s network except those controls expressly provided herein:
(a) Host guarantees ninety percent Service Level Agreement (“SLA”) up-time for its Web Servers. If up-time for Client’s Web server falls below ninety percent during any given month (or specify other payment period), Colletti Tech LLC shall have no liability of any kind for any damages or loss resulting in consequence of such downtime or unavailability;
(b) Hereof, Colletti Tech LLC with its Members,its agents, assigns, affiliates, licencors or the like, do not represent or warrant, expressly or implicitly, that their services will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of their services or as to the accuracy, reliability, or content of any information service or merchandise contained in or provided through their services, unless otherwise expressly stated in this Agreement;
(c) Host, its members, agents, or anyone else involved in providing services shall not be liable for any direct, indirect, incidental, special, or consequential damages that result from the use or inability to use services; or for any damages that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission, or any failure of performance, whether or not limited to acts of god, communication failure, theft, destruction, or unauthorized access to Host’s records, programs, or services; or
(d) Host makes no warranties or representations of any kind, express or implied, for the services it is providing. Host also disclaims any warranty of the merchant ability or fitness for a purpose and will not be responsible for any damages that may be suffered by Client, including loss of data resulting from delays or non-deliveries.
Section 13: Use of Intellectual Property
Except for rights expressly granted herein, this Agreement does not transfer any intellectual, other property or proprietary right to Client; all rights shall be reserved by Colletti Tech LLC:
(a) Client agrees that all right, title, and interest in any product or service provided to Client belongs to Colletti Tech LLC; or whereas granted Use of Rights by an assign of the Host;
(b) These products and services are only for Client’s use in connection with Services provided to Client as outlined in this Agreement; and
(c) Client expressly warrants to Colletti Tech LLC that Client has the right to use any patented, copyrighted, or trademarked material which the Client uses, posts, or otherwise transfers to provisioned servers.
Section 14: Provision of Hardware & Software
Client is responsible for and must provide all phones, phone services, computers, software, hardware, and other services necessary to access Colletti Tech LLC servers; however, the Client may directly purchase select Hardware, Software and Service Plans. Host makes no representations, warranties, or assurances that Client’s equipment will be compatible with such Services.
Section 15: Refusal of Minors
Client expressly represents and warrants that any and all persons to whom Client grants access by Sub-Account, to the Primary Account shall be at least eighteen years of age or older. Colletti Tech LLC shall refuse all services and products to persons who are knowingly a minor, hereinafter under the age of eighteen.
Section 16: Agreement of Indemnification
Client agrees to defend, indemnify, and hold Colletti Tech LLC harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys’ fees, asserted against Colletti Tech LLC, its members, employees, assigns, agents and servants that may arise or result from any Service provided or performed or agreed to be performed or any product sold by Client, Client’s agents, employees, or assigns. Client further agrees to defend, indemnify, and hold harmless Colletti Tech LLC against liabilities arising out of:
(a) Any liability to Colletti Tech LLC arising by any use of services rendered by Client for any unlawful purpose, or in violation of any valid federal, state, or local law or regulation governing use of Email or the Internet;
(b) Any injury to person or property caused by any products sold or otherwise distributed in connection with Services provided to Client;
(c) Any material supplied by Client infringing or allegedly infringing on the property or proprietary rights of a third party;
(d) Copyright or trademark infringement by Client, or violation by Client of intellectual property rights of any other party; and
(e) Arising out of your use of or inability to use the Website, Products or Services;
(f) Any defective product which Client sold or distributed by means of Services.
Client hereinafter agrees that Colletti Tech LLC shall have no liability for any claim, nor for any cause as written within the terms of this or any other agreement. Furthermore, as expressly agreed hereinafter by the Client, Colletti Tech LLC shall have no obligation to provide a refund for any product or service, nor provide full reimbursement of any incurred attorney fees and court costs.
Section 17: Fees of Attorneys
If any legal action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire Agreement.
Section 18: Notices for Account
Client agrees to keep Service Provider informed of all current legal contact and identification information for any provisioned personal, business or entity account. Changes of client information may be reported to Colletti Tech LLC by Email, phone or postal mail transmission as written at “colletti-tech.com“, to an authorized agent. Failure to maintain or keep current all contact and identification information shall be a ground for Colletti Tech LLC to terminate a Client account for cause. Furthermore, you consent to receive electronic communications and grant your authorization that all agreements, notices, disclosures and other communications that we provide to you electronically, by Email, Website or appropriate medium shall satisfy any legal requirement that such communications be provided in writing. Upon a lawful subpoena issued by Law Enforcement, pursuant to federal statue of 18 U.S.C. § 2705, Colletti Tech LLC may be restricted from providing an User of any communications; which shall not exceed ninety days as written within the statues.
Section 19: Choice of Law
Conditions and Terms written within this agreement, shall be interpreted as pursuant to the laws and statues of the County of Montgomery in the Commonwealth of Pennsylvania of the United States of America.
Section 20: Severability of Provisions
In case any one or more of the provisions of this agreement be held for any reason to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceable provision shall not affect any other provisions of this agreement. This agreement shall be construed as if the invalid provision(s) had never been contained in this agreement, provided that those provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceable.
Section 21: Agreement to No Waiver
No waiver by Colletti Tech LLC of any breach by Client of any provision of this Agreement shall be deemed a waiver of any preceding or succeeding breach of this Agreement. No waiver shall be effective unless it is in writing, and then only to the extent expressly set forth in such writing.
Section 22: Entirety of Agreement
This instrument is the entire agreement, and no oral agreements have been entered between the “Client” and “Colletti Tech LLC“, and no other agreement, statement, or promise relating to the subject matter of this Agreement of Hosting; which is not contained herein shall be valid or binding. A printed version of this agreement, any notice given in electronic form and binding documents electronically-signed then dated shall be admissible pursuant to federal statute 15 U.S.C. § 7001, in judicial or administrative proceedings based upon or relating to this agreement; whereas subject to the same conditions and extent as any binding documents and records originally generated, maintained in printed form and affixed with a handwritten signature. All agreements, communications, documents, records or any related documents shall be transmitted and written in the “Language of English“.
In witness whereof, the “User” hereby electronically-acknowledges in agreement this document upon their use of any Services Provided and Rendered. With the acknowledgement as the electronic-signature hereunto affixed, it shall signify the binding, execution and receipt of this written-agreement hereinafter titled the “Agreement of Hosting“.