Hosting Terms and Conditions

WebFocus Solutions, Inc. (WSI) provides World Wide Web Page Hosting.

For violation of the terms and conditions of this agreement, WSI reserves the right to refuse service and or access to its servers to anyone.

Value added service(s)

All other services not covered under this Agreement shall incur additional charges (e.g. website configuration, scripts configuration, programming, database connection issue related to website development and so on, CLIENT can avail the support plan package.

Resource Allocation

All hosting packages have their corresponding specifications in terms of memory, bandwidth allocation, number of email accounts etc.  Any use of resources beyond the packages specification shall have a corresponding additional charge based on the current price list.

Renewal Policy

WSI will send renewal notification thirty (30) days before the expiration date to inform the CLIENT about the expiration of CLIENT’s hosting account.

 WSI will give CLIENT a grace period of fifteen (15) days from the expiration of the contract to settle its account in order to resume its hosting. If CLIENT does not settle its account after the grace period given, CLIENT’s account will automatically be suspended and the deletion of account shall be done thereafter.

Refund Policy

If the Service Level is not satisfactory, the CLIENT can cancel the hosting services within the first thirty (30) days of the term of this Agreement. HOSTING PROVIDER will cancel CLIENT’s account and refund money paid for the hosting service. Nevertheless, if cancellation occurs on or after thirty (30) days of the term of this Agreement, CLIENT can cancel or terminate the Services but only 50% of the pro-rated amount based on the rates agreed upon in this Agreement shall be refunded. No refund of fees paid shall be made if account termination is due to violation of terms outlined under Acceptable usage Policy and if the cause of dissatisfaction is not server-side related.

Refunds however do NOT cover the following services and/or products: Domain Name Registration/Transfer/ID protection; Private SSL fees; Additional static IPs, or other licensed products purchased through us; any setup fees or processing fee such as Upgrade/Downgrade/OS changes.

Cancellation; Termination

Webfocus Solutions, Inc. reserves the right to suspend or cancel a CLIENT’s access to any or all services provided by WSI if WSI decides that the account has been inappropriately used or abused, otherwise, WSI will provide CLIENT thirty (30) days prior notice of termination. All fees paid in advance of cancellation will be pro-rated and paid by WSI if WSI institutes its right of cancellation. Any violation of policies which results in extra costs will be billed to the customer (i.e. transfer, disk space etc.)

Webfocus Solutions, Inc. reserves the right to suspend / permanently terminate hosting account without any notification to the CLIENT in cases of Phishing caused by the CLIENT. “Phishing” is an e-mail scam that attempts to trick consumers into revealing personal information, such as their credit or debit account numbers, checking account information, Social Security Numbers, or banking account passwords, through an imposter’s website or in a reply e-mail.

If either party breaches any of the provisions of this Agreement, the non-defaulting party may give notice thereof in writing to the defaulting party and require him to remedy such breach.  If the defaulting party fails, refuses or neglects to remedy such breach within five (5) days from the date of said notice, the non-defaulting party may terminate this Agreement by neither giving written notice of termination of this Agreement without prejudice to nor affecting any of the rights of customer which may have accrued or to be accrued.

Installation of Safety Measures

The CLIENT is aware that WSI services various clients with varied interests and priorities. It is understood that any safety measures undertaken or implemented by WSI shall be for the good of the majority, which shall include, but not limited to, upgrading of hardware/software intended to protect the system in general or almost all, if not all of the clients. However, WSI shall provide sufficient notice to its various clients about these prior to installation.

Confidentiality; Non-Solicitation

  1. Each party will not, without the prior written consent of the other party, use or disclose to any Person any Proprietary Information of the other party disclosed or made available to it, except for use of such Proprietary Information as required in connection with the performance of its obligations or use of the Services hereunder. Subject to Clause x (b), each party will (i) treat the Proprietary Information of the other party as secret and confidential, (ii) limit access to the Proprietary Information of the party to those of its employees who require it in order to effectuate the purposes of this Agreement, and (iii) not disclose the Proprietary Information of the other party to any other Person without the prior written consent of the other party. 

  2. Notwithstanding Clause x (a), the following shall not be considered Proprietary Information: (i) any information that the receiving party can demonstrate by written documentation was within its legitimate possession prior to the time of disclosure by the disclosing party; (ii) any information that was in the public domain prior to disclosure by the disclosing party as evidenced by documents that were published prior to such disclosure; (iii) any information that, after disclosure by the disclosing party, comes into the public domain through no fault of the receiving party, (iv) any information that is disclosed to the receiving party without restriction by a third party who has legitimate possession thereof and the legal right to make such disclosure; or (v) any information that, two years after expiration or termination of this Agreement, does not constitute a trade secret under applicable law. 

  3. Each party acknowledges that disclosure of any aspect of the Proprietary Information of the other party shall immediately give rise to continuing irreparable injury to the other party inadequately compensable in damages at law, and, without prejudice to any other remedy available to the other party, shall entitle the other party to injunctive or other equitable relief. Upon expiration or termination of this Agreement for any reason, each party shall promptly return to the other party all Proprietary Information of the other party (including all copies thereof) in its possession or control. 

  4. During the term of this Agreement and for two years following expiration or termination of this Agreement, Customer will not, directly or indirectly, solicit or recruit the services of any employee of WSI performing services under this Agreement, while such employee is employed by WSI and for a period of six months after such employee has left the employment of WSI. 

Indemnification

CLIENT agrees that it shall defend, indemnify, save and hold WSI harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees asserted against WSI, its agents, it’s customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by customer, its agents, employees or assigns.  Customer agrees to defend, indemnify and hold harmless WSI against liabilities arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with WSI’s server; (2) any material supplied by customer infringing or allegedly infringing on the proprietary rights of a third party; (3) copyright infringement and (4) any defective product sold to customer from WSI’s server.

WSI also agrees that it shall defend, indemnify, save and hold the customer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees asserted against customer, its agents, it's customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed by WSI, its agents, employees or assigns.  

Disclaimer

WSI will not be responsible for any damages CLIENT's business may suffer, unless it can be shown that damage was incurred due to WSI’s fault or negligence. WSI disclaims any warranty or merchantability or fitness for a particular purpose.  This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by force majeure. WSI reserves the right to revise its policies at any time, subject to proper notification to the customer.  All sub-networks, resellers and dedicated servers of WSI must adhere to the above policies.  Failure to follow any term or condition, despite warning given, will be a ground for immediate account deactivation.

Warranties:

  1. WSI represents and warrants to CLIENT that the Services will be performed (i) in a manner consistent with industry standards reasonably applicable to the performance thereof; (ii) at least at the same level of service as provided by WSI generally to its other CLIENT’s for the same services; and (iii) in compliance in all material respects with the applicable Service Descriptions. CLIENT will be deemed to have accepted such Services unless CLIENT notifies WSI within 30 days after performance of any Services of any breach of the foregoing warranties. CLIENT’s sole and exclusive remedy, and WSI’s sole obligation, for breach of the foregoing warranties shall be for WSI, at its option, to re-perform the defective Services at no cost to CLIENT. WSI shall warrants 24/7 email and text tech support to the CLIENT for any technical related concerns

  2. The foregoing warranties shall not apply to performance issues or defects in the Services (i) caused by factors outside of WSI’s reasonable control; (ii) that resulted from any actions or inactions of CLIENT or any third parties; or (iii) that resulted from CLIENT’s equipment or any third-party equipment not within the sole control of WSI. 

  3. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WSI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND WSI HEREBY EXPRESSLY DISCLAIMS THE SAME. WITHOUT LIMITING THE FOREGOING, ANY THIRD-PARTY SOFTWARE PROVIDED TO CLIENT HEREUNDER IS PROVIDED “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. WSI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

Notices

All notices, requests and other communications required or permitted to be given hereunder shall be in writing and shall be delivered personally, postage prepaid registered mail or via electronic mail, as follows:

  1. If to the CLIENT:
  2. If to the WSI:

Or to such other address as the CLIENT or WSI shall designate in writing to the other party hereto. Except as otherwise provided herein, all communications and notices shall be deemed duly given on the date of receipt, if personally delivered, and the date seven (7) days after posting, if mailed.

Prohibition To Hire

The CLIENT hereby expressly agrees not to hire any employee of WSI, or former employee of WSI handling the CLIENT’S account, in any capacity whatsoever, either directly or indirectly, consultancy or otherwise, during the period of this contract and one (1) year thereafter. The CLIENT agrees to compensate WSI an amount of Php 500,000.00 by way of damages in case of violation of this prohibition.

Governing Law

This Agreement shall be governed in all respects, including validity, construction, performance and effect, by the laws of the Republic of the Philippines.

Severability 

In case any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

Miscellaneous

This Agreement, including those documents incorporated by reference, embodies the final, full, and exclusive statement of the agreement between the parties, and supersedes all prior agreements, negotiations, representations, and proposals, written or oral, relating to its subject-matter.

 

SERVICE LEVEL AGREEMENT (SLA)

WSI will offer 24/7 unlimited phone and email support which are only limited to the following features such as hardware failures, configuration of ftp access, use of web-based email, configuration of a third-party email client like Outlook, use of live statistics, configuration of DNS and setting up of database connection and all other concerns related to cloud hosting service.

Fee-based Technical Support

Should the CLIENT require additional support which is not covered in Clause B, the customer can avail the WSI Support Plan packages.  WSI does not support inquiries related to programming or systems administration problems.

 

ACCEPTABLE USAGE POLICY

Illegal Material

WSI does not allow the illegal material to be stored on its cloud servers which includes copyrighted works, non-copyrighted works, commercial audio, video, music files, audio streaming and any material in violation of any Federal, State or Local regulation. This also includes providing material that is grossly offensive to the community including blatant expressions of bigotry, racism, hatred, or profanity or promoting harm or injury to any group or individual.

Adult Material

WSI does not allow adult material to be stored on its cloud servers which includes all erotic images, or otherwise lewd or obscene content.  The designation of “adult material” is left entirely to the discretion of WSI.

Warez

WSI does not allow Warez material to be stored on its cloud servers which includes all pirated software, ROMS, emulators, hacking, password cracking, IP spoofing and encrypting of any of the above. This also includes any sites which provides “links to” or “how to” information about such material.

File Dumping

WSI does not allow file dumping material to be stored on its cloud servers which includes all posting of files for download or storing of files for distribution whether commercial or non-commercial.

 Internet Relay Chat

WSI does not allow IRC or IRC bots to be operated on our services.

Spamming

WSI does not allow sending of unsolicited commercial advertisements (spam) in email. This also includes spam advertising of domains hosted on our servers. Also included as spam are bulk mailing of informational announcement, charity request, petitions for signatures, and political and religious tracts. Such messages may only be sent to those who explicitly requested it from the client’s website.

Mail Bombing

Sending of numerous copies of the same or substantially similar message with the intent to disrupt a server is strictly prohibited.

Any attempt to undermine or cause harm to server, or client of WSI is strictly prohibited. Any unauthorized use of accounts or computers by a WSI client, whether or not the attacked account or computer belongs to WSI will result in action against the attacker. Possible actions include warnings, suspension and cancellation, civil or legal action, depending on the seriousness of the attack.

CGI Scripts

Each cloud web hosting account comes with its own cgi-bin. Customer is free to use any CGI scripts customer wishes; however WSI reserves the right to disable any CGI script that effects normal cloud server operation without prior warning. (This section does not apply to managed dedicated servers)

Chat Rooms

WSI does not allow CLIENT to install their own chat room within a cloud hosting account, without getting approval from WSI Support Team. Most chat rooms tend to be large system hogs and WSI cannot allow it as an account option. 

Abuse of SMTP Mail Server

WSI does not allow CLIENT to send more than 800 pieces of e-mail per day per email address from a cloud hosting account. If CLIENT does send more than 800 pieces of e-mail per day, CLIENT’s account will be placed on hold or suspended for Network Abuse with prior notice.  If CLIENT is sending legitimate e-mails and they total more than 1,000 per day customer’s account will be moved to a special server that is specifically designed to handle high volumes of e-mail for a reasonable extra charge.

 

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