This Service Agreement ("Agreement") sets forth the terms and conditions of your use of PALMATEC service request. To complete the request process, you must acknowledge that you have read, understood, and agree to be bound by all the terms and conditions of this Agreement, and any rules or policies that are or may be published from time to time. This Agreement will become effective upon acceptance by PALMATEC. PALMATEC may at its sole discretion, elect to accept or reject any request for services for any reason, including but not limited to, rejection due to a request for services by a non-authorized customer.
1. WHO WE ARE AND WHAT WE DO
PALMATEC is an independently owned and
operated Limited Liability Company providing web hosting, design, maintenance, and
marketing. Upon receipt of service request and contact information
from you, PALMATEC shall commence with request immediately. All such
requests are considered binding and all resulting fees must be paid in
accordance with the terms set forth herein. PALMATEC is not liable or
responsible for any errors, omissions, or other actions by the requesting party,
or failure to receive authorizations of changes beyond the electronic request
form. You agree to indemnify, defend and hold harmless PALMATEC, and
any directors, officers, employees, and agents from and against any and all
claims, damages, liabilities, costs, and expenses (including reasonable legal
fees and expenses) arising out of or related to your service request.
2. FEES
As consideration for PALMATEC providing
services to you, you agree to pay PALMATEC, upon completion of
request services, the amounts set forth in the PALMATEC Price
Schedule, as amended from time to time, for the initial services completed and
any subsequent services. You agree that PALMATEC reserves the right
to increase its fees and you agree to be bound by any fee increase. A complete listing of
PALMATEC Service Rates are
available for review on the world wide web at
www.palmatec.com/legal/rates.htm
Your requested services may not be posted on the world wide web until PALMATEC receives actual payment of the service fees, or reasonable
assurance of payment of the service fees, such reasonable assurance to be
determined by PALMATEC in its sole discretion. Payment must be made by check or other methods we
indicate on invoices or reminders in either written or electronic form.
FINANCE CHARGES & LATE PAYMENT FEE
PALMATEC will notify you when the requested services are complete.
All fees must be paid-in-full
on
or
before
the
Due
Date
the invoice date.
If Balance Due is not paid in full by the Due Date printed on the
invoice, a late payment fee will be added to the amount due at the beginning of
each month that an unpaid balance remains. If balance due is not
paid-in-full after a second notice or reminder is issued,
services may be cancelled. The current finance charge rates are available for
review at
www.palmatec.com/legal/rates.htm
3. CHANGES TO REGISTRATION AGREEMENT AND
DISPUTE POLICY
You agree that PALMATEC reserves the
right to withhold and/or change its existing and future services and the terms
and conditions thereof at its discretion. You agree to be bound by any such
changes unless you provide us with written notification to the contrary. Your
continued use of the affected web site, services, or hosting constitutes
acceptance of this Agreement and amendments. If at any time, you do not agree to
such changes, you agree that your sole remedy is to request that your service
provided by PALMATEC be
cancelled or transferred to a different web services provider.
4. SERVICE REQUEST INFORMATION AND ITS USE
INFORMATION YOU ARE REQUIRED TO SUBMIT
As part of the service request process, you are required to submit to PALMATEC and keep promptly updated the following information in connection
with your application for domain name registration:
(a) the domain to be registered, hosted, or serviced;
(b) the name of the requesting company;
(c) the contact name of the requesting company;
(d) the current contact email;
You shall provide and maintain updated information at all times with PALMATEC. PALMATEC
at its option may refuse to renew any
registrations unless you maintain current and updated information at all times.
PALMATEC may from time to time request additional information from
you. While not obligated to provide the additional information, you should
provide the additional requested information to ensure that you will obtain all
the products and services which PALMATEC makes available to domain
name registrants.
OBLIGATIONS RELATING TO DATA PROVIDED BY YOU
If in registering a domain name you provide information about a third party, you
hereby represent that you have provided notice to and have obtained the express
consent from the third party to the disclosure and use of the third party's
information as set forth in this Agreement. You acknowledge that:
(a) Willfully providing inaccurate or unreliable information;
(b) willfully failing to update information promptly; or
(c) failing to respond to PALMATEC inquiries concerning the
accuracy of contact details within fifteen (15) calendar days of request; Shall
constitute a material breach of this Agreement and will be sufficient basis for
cancellation of services.
DISCLOSURE AND USE OF REGISTRATION INFORMATION
You agree to authorize PALMATEC to provide any information to other
third parties as applicable laws may require or permit. You acknowledge and
agree PALMATEC may make publicly available, some or all of the
information provided by you, for purposes of inspection such as through PALMATEC
WHOIS service, for targeted marketing, or for any other purpose
as required or permitted applicable laws.
You hereby consent to any and all such disclosures and use of, and guidelines,
limits and restrictions on disclosure or use of information and updated from
time to time provide in connection with registration of a domain name, whether
during or after term of the registration of the domain name. You hereby
irrevocably waive any and all claims and causes of action you may have arising
from such disclosure or use of the domain name registration information.
You agree to give notice equivalent to the foregoing to any third parties whose
personal data you supply to PALMATEC and you agree to obtain the
consent of those parties equivalent to the foregoing.
We will not process any data about identified or identifiable natural persons
that we obtain from you in a way incompatible with the purposes and limitations
described in this Agreement. We will take reasonable precautions to protect the
information we obtain from you from our loss, misuse, unauthorized access or
disclosure, alteration or destruction of that information.
5. WEB HOSTING
In the event that you are transferring one or more
domain names registered with another registrar to PALMATEC, you agree
that express authorization is required from one with apparent authority to
legally bind the domain name holder. Specifically, you agree that only the
domain name holder or administrative contact for the domain name holder as shown
in the Whois database of the transferring registrar can provide such
authorization. You represent that you are the domain name holder or
administrative contact of the domain name holder as shown in the Whois database
of your current registrar, and that you have apparent authority to legally bind
the domain name holder. You authorize PALMATEC to contact your
current registrar to confirm that you are the domain name holder of record or
the administrative contact of the domain name holder. You authorize the transfer
of registration(s) to PALMATEC for the domain name(s) listed in the
Registrar Transfer Application.
You agree that you shall not transfer your domain name registration until sixty
days have elapsed from the time of initial domain name registration. You agree
that the transfer of domain name registrations may be refused if there is a
dispute concerning the domain name or the domain name holder's identity, if the
domain name holder is the subject of a pending bankruptcy, by operation of law,
or in the scenarios in the domain name dispute policy, or at the current
registrar's discretion.
You agree that the transfer of registrars to PALMATEC necessitates
the payment of a new one-year registration fee to the Registry and you agree to
be responsible for such payment. You acknowledge that the transferring registrar
will not receive a refund for any fees already paid.
You agree that the domain name holder shall keep suitable records to show and
evidence initial domain name registration date despite the number of registrars
that the domain name holder has contracted with. In transferring domain name
registration(s), you agree that PALMATEC acquires rights of ownership
in registrar identity, the original registration creation date, the registration
expiry date, the name and postal address of the domain name holder, and the
name, postal address, e-mail address, voice telephone number, and fax number of
the administrative and technical contacts for the domain name holder.
6. OWNERSHIP OF DATA
You agree and acknowledge that PALMATEC owns the following:
(a) all database, compilation, collective and similar right, title and interests
worldwide in the domain name database;
(b) all information and derivative works generated from the domain name
database; and
(c) information for the registrations for which PALMATEC acts as the
registrar including:
(i) the original creation date of the registration;
(ii) the expiration date of the registration;
(iii) the name, mailing address, email address, telephone number, and fax number
of the technical contact, administrative contact, zone contact, and billing
contact for the domain name; (iv) remarks concerning the registered domain name
that appear or should appear in the WHOIS or similar database; and
(v) other information generated or obtained in connection with the provision of
domain name registration services, other than the domain name being registered,
and the IP names and addresses of the primary nameserver and any secondary
nameservers subject to a non-exclusive, irrevocable, royalty-free license to
exercise or have exercised all such rights for or on behalf of ICANN throughout
the world, which ICANN may sublicense to any other registrar it accredits and a
non-exclusive, irrevocable, royalty-free license to make use of and disclose the
data elements comprising the domain name to be registered, the IP names and
addresses of the primary name servers and any secondary name servers, the
identity of the registrar, the registration expiry date, the name, mailing
address, email address, telephone number, and fax number of the technical
contact, administrative contact, and zone contact, and any remark concerning the
registered domain name that should appear in Whois data in a Whois or similar
service. ICANN may waive, in writing, the requirement for the non-exclusive,
irrevocable, royalty-free license to make use of and disclose the data elements
comprising the domain name to be registered, the IP names and addresses of the
primary name servers and any secondary name servers, the identity of the
registrar, the registration expiry date, the name, mailing address, email
address, telephone number, and fax number of the technical contact,
administrative contact, and zone contact, and any remark concerning the
registered domain name that should appear in Whois data in a Whois or similar
service.
PALMATEC does not have any ownership interest in your specific
personal registration information outside of your right in our domain name
database.
7. AGENTS AND LICENSES
You agree that in the event you request services
for another entity, you represent that you have the authority to bind that
entity as a principal to all terms and conditions contained in this Agreement.
You acknowledge and agree that if you license the use of your website, domain
name, or server space to a third party, you remain the holder of record and
remain responsible for all obligations under this Agreement, including payment
obligations, and providing and updating your full contact information, and
accurate technical, administrative, billing, and zone contact information
adequate to facilitate timely Resolution of any problems that arise. You agree
that any other party you represent who uses this service accepts liability for
harm caused by the wrongful use.
8. LIMITATION OF LIABILITY
You agree that PALMATEC shall, under no
circumstances, be liable for any special, indirect, incidental, punitive,
exemplary, or consequential damages resulting from loss of profits, arising out
of or in connection with this Agreement, even if PALMATEC has been
advised of the possibility of such damages, and in particular PALMATEC will not be liable for the following:
(a) suspension or loss of your domain registration;
(b) suspension or loss of files we may have saved on any server;
(c) suspension or loss of web site hosting service;
(d) use of your web site;
(e) interruption of your business;
(f) access delays or interruptions to any web sites accessed by your registered
domain name or server;
(g) non-delivery, mis-delivery, corruption, destruction, or modification of
data;
(h) events beyond the reasonable control of PALMATEC;
(i) inaccurate processing of service request form; or
(j) any loss of business, wages, or other income as a result of requested
services.
PALMATEC shall not, under any
circumstances, be liable for any errors, omissions or other actions by the
registry administrator arising out of or related to the requested service, or
failure to receive requested services.
PALMATEC maximum aggregate liability shall not exceed the greater
of:
(a) the total amount paid by you for requested services; or
(b) $500.00.
9. INDEMNIFICATION OF PALMATEC
You agree to defend, indemnify and hold harmless PALMATEC, including its employees, directors, officers,
representatives, agents and affiliates, from any loss, damages or costs,
including reasonable legal fees and expenses, resulting from any claim, action,
suit, demand, or other proceeding related to or arising out of the use services.
10. REPRESENTATIONS AND WARRANTIES
You represent that, to the best of your knowledge
and belief, that:
(a) all information provided in connection with your service request is
accurate;
(b) neither the service requested, affected web site, nor the manner in which it
is directly or indirectly used infringes the legal rights of a third party.
You acknowledge and agree that all services provided to you by PALMATEC are provided on an "as is" basis.
PALMATEC makes no
representations or warranties of any kind, express or implied, in connection
with this Agreement or its services, including but not limited to warranties of
merchantability or fitness for a particular purpose. PALMATEC makes
no representation or warranties of any kind that registrations or use of
services under this Agreement will immunize you from challenges to the domain
name registration or from suspension, cancellation, or transfer of the domain
name to you.
11. BREACH AND REVOCATION
PALMATEC reserves the right to suspend,
cancel, transfer or modify your service in the event that:
(a) you materially breach this Agreement and do not cure such breach within
thirty (30) calendar days of notice from PALMATEC;
(b) you use your hosted website or domain name to send unsolicited commercial
advertisements in contravention of applicable laws or customary acceptable usage
policies of the Internet;
(c) you use your website or domain name in connection with unlawful activity; or
(d) grounds arise for such suspension, cancellation, transfer or other
modification as provided in this Agreement.
You further acknowledge and agree that all services are subject to suspension,
cancellation or transfer by any party (including PALMATEC) or
registry administrator according to country code top-level domain registry
administering procedures to correct mistakes by PALMATEC, another
registrar or the registry administrator in registering or administering the name
or for the resolution of disputes concerning the domain name. You also agree
that PALMATEC has the right in its sole discretion to cancel, with
reasonable cause, or in its sole discretion to suspend, transfer or otherwise
modify a domain name registration upon seven (7) calendar days' prior written
notice. You also agree that PALMATEC has the right to suspend,
cancel, transfer, or otherwise modify a domain name registration pursuant to a
properly authenticated order from a court of competent jurisdiction, or
arbitration award, requiring the suspension, cancellation, transfer, or
modification of the domain name registration.
12. OTHER TERMS AND CONDITIONS
FORCE MAJEURE.
PALMATEC shall not be responsible for any failure to provide any
service or perform any obligation because of any act of God, strike, work
stoppage, governmental acts or directives, war, riot or civil commotion,
equipment or facilities shortages which are being experienced by providers of
telecommunication services generally, or other similar force beyond its
reasonable control.
NON-WAIVER.
The failure of PALMATEC to require your performance provision shall
not affect the full right to require such performance at any time thereafter;
nor shall the waiver by PALMATEC of a breach of any provision hereof
be taken or held to be a waiver of the provision itself.
SURVIVAL.
The provisions, terms, conditions, representations, warranties, covenants, and
obligations contained in or imposed by this Agreement which by their performance
after the termination of this Agreement, shall be and remain enforceable not
with standing termination of the Agreement for any reason. However, neither
party shall be liable to the other for damages of any sort resulting solely from
terminating this Agreement in accordance with its terms but each party shall be
liable for any damage from any breach by it of this Agreement.
NOTICE.
You agree that any notice or communications required or permitted to be
delivered under this Agreement by PALMATEC to you shall be deemed to
have been given if delivered in accordance with the contact information you have
provided.
GOVERNING LAW.
This Agreement, your rights and obligations and all contemplated by this
Agreement shall be governed by the laws of the State of Washington, as if this
Agreement was a contract wholly entered into and wholly performed within the
State of Washington. Except as otherwise set forth in the Dispute Policy with
respect to disputes, any action to enforce this Agreement or any matter relating
to your use of the PALMATEC site shall be brought exclusively in the
State of Washington Supreme Court.
For the adjudication of disputes concerning or arising from the request of
services, the requesting party shall submit, without prejudice, to other
potentially applicable jurisdictions, to the jurisdiction of the courts of the
requesting party’s domicile or where the requesting party is located.
LEGAL FEES.
If any legal action or proceeding, including arbitration, relating to the
performance or the enforcement of any provision of this Agreement is brought
against party, the prevailing party shall be entitled to recover reasonable
legal fees, costs and disbursements, in addition to any other relief to which
the prevailing party may be entitled.
ASSIGNMENT.
You agree that you will not assign, sub-license or transfer your rights or
obligations under this Agreement to any third party unless you bring to the
attention of such third party this Agreement, including all of its terms and
conditions, and that you will cause such third party to agree to be bound by
this Agreement in its entirety.
13.
GENERAL
ENTIRE AGREEMENT.
This Agreement constitutes the entire Agreement between the parties and
agreements are representations or warranties, express or implied, statutory or
otherwise and no agreements collateral here to than as expressly set or
referred to here in. This Agreement supersedes any prior agreements,
representations, statements, negotiations, understandings, proposals or
undertakings, oral or written, with respect to the subject matter expressly
set forth here in.
AMENDMENT IN WRITING.
This Agreement may not be amended or modified by you except by means of a
written document signed by both you and an authorized representative of PALMATEC.
FURTHER ASSURANCES.
The parties here in shall execute such further and other documents and
instruments and take such further and other actions as may be necessary to
carry out and give full effect to the transactions contemplated by this
Agreement.
RELATIONSHIP OF THE PARTIES.
Nothing in this Agreement shall be construed as creating an agency
relationship, partnership or joint venture between the parties.
JOINT AND SEVERAL OBLIGATIONS.
If any party consists of more than one entity, their obligations here under
are joint and several. NO THIRD PARTY BENEFICIARIES.
This Agreement does not provide and shall not be construed to provide any
third parties, with any remedy, claim, cause of action or privilege.
SUCCESSORS AND ASSIGNS.
This Agreement shall ensure to the benefit of and be binding upon the parties
and their respective successors and permitted assigns.
SEVERABILTIY.
In the event that any provision of this Agreement shall be unenforceable or
invalid under any applicable law or be so held by applicable court decision,
such unenforceability or invalidity shall not render this Agreement
unenforceable or invalid as a whole. PALMATEC will amend or replace
such provision with one that is valid and enforceable and which achieves, to
the extent possible, the original objectives and intent of PALMATEC as reflected in the original provision.