Web Site Hosting Migration & Technical Server Order Print E-mail

USONYX agrees to provide the Web Site Hosting Migration, Technical and Other Services (Services) related to hosting, e-mail, and other services you receive from pursuant to the Web Site Hosting ServiceTerms and Conditions between you and USONYX.


This Agreement and the services provided hereunder reference in its entirety and are hereby incorporated into the Hosting Agreement and are subject to the USONYX Acceptable Use Policy. These
documents may be found at www.USONYX.net. This Agreement (as defined below) between you ("you"may also be referred to as "Customer") and USONYX sets forth the legal rights and obligations governing the delivery and acceptance of the Services, and consists of the following terms and conditions inaddition to those in your Hosting.


Agreement: THIS IS AN AGREEMENT FOR SERVICES ONLY. USONYX reserves the right to change the Optional Services from time to time, in its discretion and without liability to you; to change the methods, processes and/or the suppliers by which USONYX provides Services to you, as well as the right to change, add to or delete the Services or terms with appropriate notice to your order of any changes or modifications will constitute your acceptance of such changes or modifications.


1. Payment. Unless otherwise indicated in the invoice and Order, as consideration for providing the Services, Customer agrees to pay USONYX the fees set forth in the order summary upon execution of
this Agreement the fee is non refundable, unless the customer requests to cancel services within 72 hours of placing an order.


2. Provision of Services. USONYX will provide Customer with the Services ordered that are described in the invoice and Order. Customer acknowledges and agrees that USONYX will perform Services in reliance upon the information provided by you. USONYX will begin providing services only upon confirmation from you that all required information and specifications are complete, accurate and imely as received from you. Customer may be required to provide feedback on work in progress.

3. Assumptions. In connection with the delivery of Services Customer must provide USONYX with temporary login identifications, temporary passwords or other information or access to facilities that USONYX may reasonably require to provide the Services USONYX will have no responsibility for any delays or increased costs or expenses to you associated with your failure to provide any of such information or access. USONYX may terminate the Order and retain any Service Fees paid if you do not provide such information or access as requested within the time provided in the order. Special requests for delivery deadlines or features must be specified in an order accepted by you and USONYX. USONYX shall use commercially reasonable efforts to meet any special requests, but shall have no liability or obligation to complete the Services by any deadline or achieve any particular outcome or result. All documents or files provided or transmitted to USONYX by you should be delivered as copies of the original. USONYX shall have no liability for any loss of content or data and will destroy all customer
documents, content or information upon completion of the Services. You may not resell the Services, however it is acknowledged that you may use the Services as component of your Web site that provides or enables unrelated services to your End Users. You will not make any use of any USONYX trademark, nor make any representations or warranties of any kind to any third party (including, without limitation, your End Users) concerning the Services.


4. Customer Material and Data. All Customer Materials will be the sole and exclusive property and responsibility of Customer. As used in this Agreement (a) Customer Materials means, and shall include, your Web site, all Customer Content, any hardware, software, databases, methods, configurations or data, and any customer-provided Third Party Elements; (b) "Customer Content" means all content and related information and any Third Party Material (including, without limitation, any text, music, sound, photographs, video, graphics, data, or software), in any medium, contained in, accessed or used by your Web site, and which may be provided by Customer to USONYX pursuant to this Agreement; and (c)"Third-Party Elements" collectively means all hardware, software, source code, documentation, information, material and other items the rights of which belong to a Third Party. All Customer Materials will be your sole and exclusive property and responsibility. You hereby grant to USONYX a limited, nonexclusive right and license to access, copy, transmit, display, modify, and otherwise use any
Customer Materials provided to USONYX hereunder, solely for the purpose of enabling USONYX to rendering the Optional Services under this Agreement. Such limited right and license shall extend to no other materials and for no other purpose and will terminate automatically upon termination of this Agreement for any reason. Except as provided herein, no interest in Customer Materials is transferred or granted to USONYX under this Agreement. You will not provide to USONYX any Customer Materials that:


(a) infringes on any third party's intellectual property or publicity/privacy rights;

(b) violates any applicable law or regulation;

(c) is harassing, defamatory, violent, obscene or pornographic;

(d) contains any viruses or other computer programming routines that are intended to damage or interfere with any
system or data; or

(e) constitutes Personally Identifiable Information as that term may be generally used or defined under any privacy or data protection laws USONYX reserves the right to refuse any other subject matter it deems inappropriate. You represent and warrant that you own or have sufficient rights in all Customer Materials; that you have the necessary rights to allow USONYX to access, use and modify your Web site and Customer Content in connection with the provision of Services; and that contracting for and using the Services is not and will not cause any violation of any applicable federal, state and local laws or regulations.


5. USONYX Materials. All USONYX Materials will be the sole and exclusive property of USONYX. USONYX Materials means the hardware, software, tools, methodologies, processes, techniques, systems, processes, algorithms, ideas, know-how, design, documentation, technical information, intellectual property, and other material or information in whatever form and whenever created that may be used or developed by USONYX, whose rights belong to or are licensed by USONYX, along with any USONYX Confidential Information. Customer has a right to use the Services as provided in this Agreement, but no interest in any USONYX Materials is transferred or granted to Customer under this Agreement and all right and interest therein are exclusively reserved by USONYX. Except as provided above, each Party retains all right, title and interest in and to its respective software and other materials and Intellectual Property rights, and no licenses will be deemed to have been granted by either Party. The Parties will not reverse engineer, disassemble, decompile, or otherwise attempt to derive source
code from any software or other materials of the other Party.


6. Support. USONYX agrees to provide reasonable technical support to Customer during the Standard customer support hours that are consistent with your Web Site Hosting package.


7. Term and Termination. This Agreement is effective as of the Effective Date and shall continue until the Services in the order(s) are completed, unless otherwise terminated. (a) USONYX may terminate this Agreement after three (3) days' written notice to Customer if Customer materially breaches this Agreement, including, without limitation, failure to pay, and fails to cure such breach during such three (3) day period. Upon the termination of this Agreement, Customer will pay USONYX for all Services provided to Customer by USONYX prior to termination.

8. Service Warranties. USONYX warrants (a) that the Services will conform to specifications or acceptance criteria agreed to by the Parties when delivered to Customer (b) that USONYX will perform the Services in a professional and workmanlike manner. There is no warranty period for the services rendered to customer. In the event that Customer discovers an Error in the Web site for a period of 48 hours after the delivery of service and reports it to USONYX as a trouble ticket, USONYX' sole responsibility will be to use reasonably commercial efforts to correct such Errors; unless, it is determined by USONYX, in its sole discretion, that error was caused by customer subsequent to Service delivery by USONYX. "Error" means any reproducible error, problem, or defect resulting from (i) an incorrect functioning of the USONYX Material that materially affects the functionality of the Web site or (ii) any failure of the Services delivered to Customer to materially meet the specifications or acceptance criteria. USONYX' obligations are personal to Customer and may not be extended to any third party.