WebsiteLabs.com, Website Creation Lab

WEBSITELABS.COM HOSTING AGREEMENT and ACCEPTABLE USE POLICY

PLEASE READ THIS AGREEMENT AND POLICY CAREFULLY BEFORE USING ANY OF THE SERVICES DESCRIBED BELOW.  BY USING THE SERVICES YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND POLICY AND THAT YOU AGREE TO BE BOUND BY THEIR TERMS.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND POLICY, PROMPTLY EXIT THIS PAGE WITHOUT ACCESSING OR USING ANY OF THE SERVICES.

WEBSITELABS.COM HOSTING AGREEMENT

1. The Service:  WebsiteLabs.Com service (the "Service") provides the tools for you to develop a web site. The specific features of the Service depend on the level of Service you select. You are responsible for providing and maintaining all computer equipment and software and telecommunications services necessary to access the Service. As provided in Section 6, WebsiteLabs.com currently intends to make the Service available 24 hours per day, seven days per week, but WebsiteLabs.com may in its discretion and without notice limit the availability of the Service for maintenance or other necessary activities. WebsiteLabs.com makes no representation or warranty that the Service will be uninterrupted. Subject to the terms of this Agreement, you are granted a non-exclusive license to use the Service to develop your web site. Nothing in this Agreement grants or transfers to you any ownership rights in the service, including the software and other intellectual property rights related thereto. 

2. Payment:  For access to and use of the Service, you agree to pay the amounts set forth in the Fee Schedule that is posted online at www.WebsiteLabs.com for the level of Service you select. The Basic Subscription Fee will be charged whether you use the Service or not. You are responsible for any taxes, including personal property taxes or sales taxes, resulting from your use of the Service. All past due amounts will bear interest at the rate of 1% per month or the maximum amount permissible by law until paid in full. You agree to pay all attorney and collection fees arising from efforts to collect any past due amounts from you.

3. Customer's Responsibilities:  You agree to comply with the Acceptable Use Policy attached to this Agreement and all applicable laws and regulations, including, but not limited to, those related to pornography, obscenity, copyright, trademark, other intellectual property rights, data privacy, international communications, import and export regulations and tax laws and regulations. Otherwise, you are solely responsible for any content contained on your Web site. You may not resell, re-market, or otherwise redistribute the Service or any portion thereof or offer services to others for the creation of Web sites using the Service without written permission of WebsiteLabs.com. You agree to notify WebsiteLabs.com promptly if you suspect unauthorized use of your WebsiteLabs.com account. Until you notify WebsiteLabs.com, you remain solely responsible for such unauthorized use and any damages that may result there from. You further agree to notify WebsiteLabs.com immediately in the event you become subject to any lawful order or process that would prohibit or limit your use of the Service.

4. Termination:  WebsiteLabs.com may at any time and without advance notice modify or restrict your use of the Service if WebsiteLabs.com determines in its sole discretion that your use of the Service violates the Acceptable Use Policy, any laws or regulations, any intellectual property rights of WebsiteLabs.com or a third party, or any export or import regulations, is disruptive or causes a malfunction of the Service. If you do not correct the violation within ten days thereafter, WebsiteLabs.com may terminate this Agreement.  WebsiteLabs.com may terminate this Agreement on ten days notice for any other breach of this Agreement if you fail to cure the breach within the ten-day period. WebsiteLabs.com may otherwise terminate this Agreement for any reason or no reason on thirty days notice and refund to you any prepaid fees.  

5. Rights and Duties Upon Termination: Upon termination of this Agreement, all rights to the Service terminate immediately. You remain liable for the full monthly charge for the month during which your Service is suspended or terminated and for any usage-based fees. If this Agreement is terminated by WebsiteLabs.com, you agree not to re-register for or otherwise access the Service without WebsiteLabs.com's prior written approval. WebsiteLabs.com may delete any data files associated with your use of the Service upon termination of this Agreement. 

6. Web Site Availability:  Your Web site will be accessible to third parties via the World Wide Web portion of the Internet twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs, and except for any loss or interruption of hosting services due to causes beyond the control of WebsiteLabs.com or which are not reasonably foreseeable by WebsiteLabs.com, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures.  

7. Disclaimer of Warranties:  THE SERVICE IS PROVIDED AS-IS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND.  WEBSITELABS.COM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE/NON-INFRINGEMENT.  WEBSITELABS.COM DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED.  WEBSITELABS.COM DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, OR OTHERWISE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WEBSITELABS.COM OR WEBSITELABS.COM'S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. YOU ARE ENTIRELY RESPONSIBLE FOR AND ASSUME ALL RISK FOR USE OF THE SERVICE. YOU SHOULD NOT USE THE SERVICE IN HIGH-RISK ACTIVITIES WHERE SUBSTANTIAL DAMAGE COULD RESULT IF AN ERROR OCCURRED. WEBSITELABS.COM DOES NOT WARRANT OR REPRESENT THAT IT'S SECURITY PROCEDURES WILL PREVENT THE LOSS OF OR IMPROPER ACCESS TO YOUR DATA. WEBSITELABS.COM IS NOT RESPONSIBLE FOR TRANSMISSION ERRORS OR CORRUPTION OR SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATION LINES. 

8. Limitation of Liability:  IN NO EVENT SHALL WEBSITELABS.COM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT OR THE SERVICES, OR FOR ANY CLAIM BY ANY THIRD PARTY (INCLUDING FOR INTELLECTUAL PROPERTY INFRINGEMENT), EVEN IF WEBSITELABS.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE TOTAL LIABILITY OF WEBSITELABS.COM TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO WEBSITELABS.COM IN THE THREE MONTHS PRIOR TO THE EVENT CAUSING LIABILITY.

9. Exclusive Remedy.  Your sole right and exclusive remedy for breach of this Agreement by WebsiteLabs.com if you are dissatisfied for any reason with the Service is to terminate this Agreement as provided herein. 

10. Indemnity: You shall indemnify and hold WebsiteLabs.com harmless against any and all liabilities, losses, damages, judgments, claims, causes of action, and costs (including attorneys fees and disbursements) which WebsiteLabs.com may hereafter incur, suffer, or be required to pay, defend, settle (subject to any limitations set forth in this Agreement), or satisfy as a result of your use of the Service, including the content of your Web site or any information contained therein. To qualify for such defense and payment, WebsiteLabs.com must:  (i) provide you with prompt written notice of a potential third party claim; and (ii) allow you to control, and fully cooperate with you in, the defense and all related negotiations.
 
11. Choice of Law and Venue:  This Agreement and Acceptable Use Policy shall be governed by the law of Delaware. You agree that all actions or proceedings arising in connection with this Agreement or Acceptable Use Policy shall be tried and litigated exclusively in the state or federal (if permitted by law and a party elects to file an action in federal court) courts located in Michigan or Delaware.  This choice of venue is intended by the parties to be mandatory and not permissive in nature, and to preclude the possibility of litigation between the parties with respect to, or arising out of, this Agreement or Acceptable Use Policy in any jurisdiction other than that specified in this Section.  Each party waives any right it may have to assert the doctrine of forum non-conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section.  

12. Arbitration.  Except as provided below, any controversy or claim arising out of or relating to this Agreement or Acceptable Use Policy, including, without limitation, the interpretation or breach thereof, shall be submitted to a panel of three (3) arbitrators in Detroit, Michigan, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.  Such panel shall include only those persons with experience in the areas of information technology and software.  Each party shall choose one (1) arbitrator, and the third arbitrator shall be chosen by the two (2) arbitrators selected by the parties.  The award of the arbitrators shall be made in writing, with findings of fact and conclusions of law.  The written decision shall be final, binding, and convertible to a court judgment in any appropriate jurisdiction.  Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.  In any action/arbitration brought under this Agreement, the prevailing party shall be entitled to recover its actual costs and attorneys' fees and all other litigation costs, including expert witness fees, and all actual attorneys' fees and costs incurred in connection with the enforcement of a judgment arising from any action or proceeding.

13. Modifications. WebsiteLabs.com may revise in its sole discretion this Agreement and Acceptable Use Policy, without prior notice.  Any such changes shall be posted by WebsiteLabs.com on its Web site (www.WebsiteLabs.com).  You shall be responsible for periodically reviewing the online WebsiteLabs.com Hosting Agreement and Acceptable Use Policy to apprise yourself of any changes thereto.

14. General Terms: Except as provided in this Agreement, any changes to this Agreement must be in writing and signed by WebsiteLabs.com and you. Your rights and obligations under this Agreement may not be assigned or transferred without written permission of WebsiteLabs.com. If any provision of this Agreement is determined to be invalid, all other provisions will remain in force. Notice or other communication between you and WebsiteLabs.com may be given by conventional first-class mail or by e-mail. An electronic communication appearing to be from the e-mail address you supply to WebsiteLabs.com establishes you as its originator and has the same effect as a document with your written signature on it. 

ACCEPTABLE USE POLICY 

WebsiteLabs.com reserves the right in its sole discretion to remove any content for any reason, including but not limited to, your violation of any laws or the terms and conditions of the Agreement for WebsiteLabs.com Service or this Acceptable Use Policy. The Acceptable Use Policy below describes certain actions relating to the content and operation of your Web site, which WebsiteLabs.com considers to be inappropriate and thus prohibited. The examples identified in this list are in addition to the content identified in the Agreement and are provided solely for your guidance. If you are unsure whether any contemplated use or action is permitted, please contact WebsiteLabs.com. WebsiteLabs.com's right to remove inappropriate content under this Policy shall not place an obligation on WebsiteLabs.com to monitor or exert editorial control over your web site. Actions which WebsiteLabs.com considers inappropriate and grounds for removal of offending material or termination of Service include, but are not limited to, the following:

· Using the Service to sell any products or services that are unlawful in the location at which the content is posted or received or the products or services delivered; 

· Using the Service to post any content that is obscene, lewd, lascivious, pornographic, contains nudity or sexual acts, filthy, excessively violent, harassing, or otherwise objectionable; 

· Using the Service to post any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence; 

· Using the Service to post any content that holds WebsiteLabs.com (including its affiliates), employees or shareholders up to public scorn or ridicule or would in anyway damage or impair WebsiteLabs.com's reputation or goodwill; 

· Using the Service to post any content that violates any copyrights, patents, trademarks, servicemarks, trade secrets, or other intellectual property rights of others; 

· Failing to obtain all required permissions when using the Service to receive, upload, download, display, distribute, or execute programs or perform other works protected by intellectual property laws including copyright and patent laws; 

· Deleting or altering author attributes, copyright notices, or other copyright management information, unless expressly permitted in writing by the author or owner; 

· Using the Service in a tortuous manner, including the posting of libelous, defamatory, scandalous, threatening, harassing or private information without the permission of the person(s) involved, or posting content that is likely to cause emotional distress; or 

· Introducing viruses, worms, Trojan horses, or other harmful code on the Internet. 

In operating your web site, you agree to assume sole responsibility for the following:

· Acquiring any authorization(s) necessary for hypertext links to third party Web sites;

· Using the web site in a manner consistent with any and all applicable laws and regulations, whether international, national, state, or local;

· The accuracy of information and materials you provide for display on the web site, including, without limitation, descriptive claims, warranties, guarantees, the nature of your business, and address where your business is located; and

· Insuring your web site does not contain any content or materials that are obscene, threatening, malicious, or defamatory or which infringe on or violate any applicable law or regulation or any proprietary, contract, moral, privacy, or other third party right, or which otherwise expose Provider to civil or criminal liability.

WebsiteLabs.com may revise in its sole discretion this Acceptable Use Policy, without prior notice.  Any such changes shall be posted by WebsiteLabs.com on its Web site (www.WebsiteLabs.com).  You shall be responsible for periodically reviewing the online WebsiteLabs.com Hosting Agreement and Acceptable Use Policy to apprise yourself of any changes thereto.  You agree to be bound by all such changes.
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