Agreement of Hosting
Monday, July 1, 2019
Whereas in consideration for hosting products and services, the User (also “account holder, customer, or client”) willfully and voluntarily enters with Colletti Tech LLC (herein “Colletti Tech”, “Host”, “Cloud Solution Provider”, and “Service Provider”), into this binding Agreement of Hosting (collectively “Hosting Agreement”, “Terms of Hosting”, “Terms and Conditions”, and “Agreement”). Under this agreement, Colletti Tech will host cloud solutions, licensed applications, licensed software, and such as offered from time-to-time. Therefore, to maintain hosting, the user hereby agrees and acknowledges the binding conditions, directives, and terms of this agreement without modification:
“Affiliate” means a legal entity designed as a distributor, partner, seller, or vendor that obtains authorization to place purchases on behalf of a customer by directly obtaining services and products from Colletti Tech for resale;
“Client” means an individual or legal entity (collectively “customer, end user, user, and you”) that obtains a billing account for consultation, products, or services directly from Colletti Tech, or indirectly through an authorized affiliate;
“User” means an individual or legal entity (collectively “client, customer, end user, and you”) that obtains a billing account for consultation, products, or services directly from Colletti Tech, or indirectly through an authorized affiliate; and
“Services” means service that Colletti Tech provides to you that make available, access, display, run, support, or otherwise interact, directly or indirectly, with the products. Colletti Tech provides these services from data center(s) through the Internet, a cellular network, fiber network, telephone network, private network, or wireless network on a rental, subscription or services basis, whether or not customer receives a charge or fee. Software services exclude any services involving installation of a product directly on any end user device to permit an end user to interact with the product.
Section 1: Acceptance of Agreement
Section 2: 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. After the initial term, this agreement shall be automatically renewed for monthly, quarterly, semi-annually, or annually billing periods upon the remittance of payment. The automatic renewal of term shall require the responsible user to maintain a billing account in good standing, until such is no longer in good standing or terminated.
Section 3: Provision of Services
Colletti Tech will to provide the Client with hosting services which may consist of a cloud service, website, email service, storage capability, Domain Name Registration (“DNS”), and such as they may exist from time-to-time. Colletti Tech 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. Hereof any account with a delinquent, overdue balance (“not in good standing“), Colletti Tech and our affiliates shall reserve the right to refuse service and terminate such account with associated products of that said account. Continued use of services from Colletti Tech shall constitute acceptance of the binding terms and conditions.
Section 4: Termination without Cause
If either party terminates this agreement, Colletti Tech 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 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; or
(b) This agreement may be terminated by Colletti Tech with providing a notice of termination to the client.
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 for acceptable, 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. Any violation by you of the terms and conditions of agreement, 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 shall be grounds for the termination of your account. Upon the said termination, we will not refund any payment for any period in which the termination of services has occurred. Additionally, we are not be required to backup or transmit content, databases, email messages, or any other data from said services upon account termination.
Section 6: Terms of Payment
You hereby agree to pay Colletti Tech as billed or invoiced on a monthly, quarterly, semi-annually or annually basis for all services rendered and products offered. Colletti Tech shall reserve the right to amend or modify the costs for any plan, product or service from time-to-time. Any affected client by such modification will be notified electronically. Herein, the additional conditions shall affect payments:
(a) Continued use of our services by you, shall constitute the acceptance of all agreements and policies;
(b) Additional costs for add-on services not included in your current plan shall billed or invoiced for payment;
(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 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 your breach of agreement, you accept and agree to pay for all fees associated with the said breach with the remitted bill or invoice:
(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;
(f) Any service rendered on-site or remote, which is less than one hour 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.
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 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 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 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 of account.
Section 9: Abuse of 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 and account termination fee.
Section 10: Violations of Security
You are hereby prohibited from violating or attempting to violate the security of the network and the connected systems. Violations of system or network security may result in civil or criminal liability in addition to immediate termination of account. Colletti Tech 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 shall result in immediate account termination, and provider reserves the right to charge an administrative clean-up and account termination fee.
Section 11: Prohibited Use
You warrant and represent to Colletti Tech that the provisioned account shall use services for only its intended purposes, whether if or if not specifically prohibited elsewhere in this agreement. Additionally, you warrant and represent that the provisioned account shall not be transfer to a third-party or used for misappropriation. Failure to abide by the terms and conditions of this paragraph shall be grounds for termination of your account.
Section 12: Release of Liability; No Warranty; Limitation of Damages
Client expressly agrees that use of Services provided by Colletti Tech 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 shall have no liability of any kind for any damages or loss resulting in consequence of such downtime or unavailability;
(b) Hereof, Colletti Tech with its Members ,its agents, assigns, affiliates, licencors or 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 reserved by Colletti Tech:
(a) Client agrees that all right, title, and interest in any product or service provided to Client belongs to Colletti Tech; 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 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: Responsibility of Customer
Customer is responsible for and must provide all phones, phone services, computers, software, hardware, and other services necessary to access Colletti Tech services. Additionally, you may directly purchase select hardware, software, and service. Colletti Tech makes no representations, warranties, or assurances that customer’s equipment will be compatible with such services.
Section 15: Denial of Use; Refusal of Service
Colletti Tech shall reserve all rights to refuse service to any person, or a third-party that we knowingly is providing our service to such person deny use. You hereby expressly certify, represent, and warrant that upon use of any service or product that you are eighteen years of age or older.
Section 16: Agreement of Indemnification
You hereby agrees to defend, indemnify, and hold harmless Colletti Tech from any and all demands, liabilities, losses, costs, and claims, including reasonable legal fees, asserted against Colletti Tech, its officers, members, employees, assigns, agents and affiliates that may arise or result from any service provided or performed or agreed to be performed or any product sold by Customer, or its agents, employees, or assigns. Client further agrees to defend, indemnify, and hold harmless Colletti Tech against liabilities arising out of:
(a) Any liability to Colletti Tech 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 you infringing or allegedly infringing on the property or proprietary rights of a third party;
(d) Copyright, trademark infringement, or violation 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 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 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
You agree to keep Colletti Tech informed of your current contact information for any provisioned personal, business or entity account. Changes of contact information may be reported to Colletti Tech by email, phone, or postal mail. Failure to maintain or keep current all contact information shall be a ground for Colletti Tech to terminate a user account. 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.
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 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“.