InstantWeb's Terms and Conditions


InstantWeb Hosting Agreement

This Agreement is entered into by and between you (hereinafter "Client") and InstantWeb, Inc. (hereinafter "InstantWeb") as of today which is the date of acceptance by Client which acceptance is being done electronically

Recitals
A. Whereas InstantWeb Inc. (InstantWeb) maintains or has access to equipment, computer hardware, computer software, and further has a connection to the Internet, and is in the business of creating and maintaining for its clients a presence on the internet and to hosting for said clients, computer data and/or software, to be made available on the World Wide Web service of the Internet; and

B. Whereas, Client wishes to obtain the services of InstantWeb as herein provided on the conditions and based on the limitations herein stated;

Now, Therefor, in consideration of the covenants and conditions provided in this Agreement, InstantWeb and Client hereby agree as follows:

Agreement

I. SERVICE PROVIDED BY InstantWeb

1.01 InstantWeb shall enable Client to create, maintain, and upgrade a Web Site on InstantWeb's Host Computer(s) (hereinafter referred to as "the Service"), which can be accessed through the World Wide Web services of the Internet.

1.02 InstantWeb does not provide any modem, computer, or any other equipment or system for Client to connect to the Internet. Client is responsible for its modems, computers, operating systems and connection devices necessary for connecting to the Internet through which Client can access the Service provided by InstantWeb. InstantWeb reserves the right to adopt reasonable limitations including time limitations for the use of the services provided by InstantWeb.

1.03 InstantWeb shall have the right but not the obligation to upgrade its software and services provided to Client, and further shall have the right without any limitation, but no obligation, to transmit any information, letter, memorandum, newsletter, documentation, advertisement, or any data to Client.

II. RULES OF CONDUCT

2.01 From time to time InstantWeb may adopt its own rules of conduct (hereinafter referred to as "InstantWeb's Rules of Conduct"), which may be amended from time to time by InstantWeb. InstantWeb's Rules of Conduct shall be provided to Client by E-Mail at least thirty (30) days prior to its effective date. Client hereby agrees and promises to observe and comply with InstantWeb's Rules of Conduct for so long as this Agreement is in effect.

2.03 Client has the ability, through the use of InstantWeb services, to host content on the Internet which as a free flowing information highway, may provide access to Internet users to said contents which may be considered improper, offensive, or obscene by some groups or individuals. Said contents may be in the form of discussions, files, photographs and graphics relating to pornography, religion, politics, racism, crime, violence and the like. InstantWeb respects the freedom of speech and equally respects the right of Internet users to be free from offensive material. InstantWeb reserves the right, but not the obligation, without any limitation whatsoever to set InstantWeb's Rules of Conduct in any manner InstantWeb in its own discretion may deem appropriate.

2.04 InstantWeb reserves the right without any limitation to limit the placement of any material it deems inappropriate on the index of the Service or other promotional material generated or used by InstantWeb, or may refuse to assist in promotion or publicizing of such sites.

2.05 Client may not post any material (pictures, text, etc.) whose posting would be considered unlawful by any local, State, Federal, or International rules, regulations, or laws in existence. Already posted material made unlawful by any newly adopted rules, regulations, or laws must be promptly removed.

2.06 InstantWeb reserves the right to refuse to provide the Service to any person, individual or entity for any reason or for no reason at all. InstantWeb further reserves the right to cancel this contract with a 30 day notice with or without reason or good cause.

2.07 Client agrees to defend, indemnify and hold InstantWeb harmless with respect to any claim or lawsuit from any source which may arise at any time relating to the Client's posing of any content including, files, text, photographs, graphics, sounds or any other material.

2.08 InstantWeb reserves the right without limitation to refuse to provide service to any person, individual or entity for conducting unsolicited e-mail or "SPAM" sent from any InstantWeb Account. This includes any e-mail that promotes web sites hosted on an InstantWeb Virtual Server that is sent from an email address not associated with an InstantWeb account. InstantWeb further reserves the right to cancel this agreement immediately with or without notice for any person, individual or entity involved in the above mentioned conduct.

III. SOFTWARE OWNERSHIP

3.01 Upon subscribing to the Service, a series of files and software are automatically put in place to operate the Client's Web Site (hereinafter "Web Site Infrastructure"). In addition, Client may add additional content to the Client's Web Site (hereinafter "Client's Content"). Client acknowledges that the Web Site Infrastructure may be comprised of contents which are (a) copy righted by InstantWeb, (b) copy righted by third parties, (c) freeware, or a combination thereof. Client hereby acknowledges to have ownership of only what Client has created. Client agrees not to use any part of Web Site Infrastructure unless to the extent of using said content in relation to the use of the Service. Client further agrees not to sell any part of Web Site Infrastructure without written consent of InstantWeb.

IV. PRODUCTS AND SERVICES FOR SALE

4.01 Client shall have the right to create and maintain a Web Site or Web Page for the purpose of offering to sell products and or services. For security purposes InstantWeb offers a Secured Transaction Hosting Service which receives and transmits information in a more secure and confidential environment. It is hereby acknowledged that the Secured Transaction Hosting Service shall be provided only if Client has entered into the "Secure Transaction Hosting Agreement" with InstantWeb, which is a separate agreement. Otherwise, the transmissions shall be done by way of regular E-Mail without any additional security.

4.02 It is expressly agreed that regardless of the type of service subscribed to by Client, InstantWeb shall have no liability and hereby assumes no liability whatsoever for any damages suffered by Client for any reason including, but not limited to, credit card fraud, complaints or claims of any nature by purchasers of the goods or services, and any lost transmissions for any reasons including but not limited to negligence of InstantWeb or any defect in any products or equipment or software used by InstantWeb or any other person. InstantWeb is not making and has not made any warranty in whatever nature concerning any goods and services sold by or to Client through the use of InstantWeb services, or concerning any orders transmitted by or to Client for the sale or purchase of any goods or service.

4.03 Client agrees to defend, indemnify, and hold InstantWeb harmless with respect to any claim, demand, lawsuit or liability from any source which in any manner arises out of the use of InstantWeb's services by Client or the sales or purchase of any goods or service by Client.

V. FEES AND CHARGES

5.01 Client agrees to pay all fees and charges in conjunction with the establishment, use and maintenance of the Service pursuant to the Schedule of Fees and Charges to be found on Instant Web Fees and Features Page. InstantWeb reserves the right to amend or change the Schedule of Fees and Charges with notice to Client of no less than thirty (30) days before its effective date.

VI. REPRESENTATIONS AND WARRANTIES

6.01 Client hereby acknowledges and agrees that the use of the Service is at Client's own risk. InstantWeb has not guaranteed any result or outcome to be obtained from the use of the Service. The Service is made available on an "as is", "where is", and "with all faults" basis without warranties of any kind, either express or implied, including but not limited to warranties of title, timeliness, merchantability or fitness for a particular purpose. Neither InstantWeb, nor anyone else involved in creating, producing or delivering the Service shall be liable for any direct, indirect, general, special, incidental, or consequential damages arising out of the use of the Service, or inability to use The Service. Client also expressly agrees that InstantWeb does not warrant that the Service will be uninterrupted or error free. Downtime and lost transmissions may occur on the Service.

VII. RIGHT TO MODIFY AGREEMENT

7.01 This agreement may be modified at any time by InstantWeb for any reason or in order to comply with any local, national or international laws, rules or regulations, with notice of such modification to Client, which notice may be sent to Client by E-Mail, fax, or regular mail.

VIII. TERM AND TERMINATION

8.01 This agreement shall be valid from the date Client agrees with its terms by expressing Client's acceptance which may be done electronically via computer and shall continue until such time as either InstantWeb or Client give notice of termination of this Agreement which notice may be given via E-Mail.

IX. GENERAL PROVISIONS

9.01 ARBITRATION: Any dispute arising under, or in connection with, this Agreement, or any other aspect of the relationship between the parties herein shall be submitted to and settled by arbitration in accordance with the rules of the American Arbitration Association then in effect, and the forum for such arbitration shall be Los Angeles County, California.

9.02 ATTORNEYS FEES: In any such proceedings, or any other or further proceedings instituted by one party hereto against the other with respect to any controversy or matter arising out of this Agreement, or in connection with the relationship of the Parties herein, the prevailing party shall be entitled to recover from the non-prevailing party such prevailing party's reasonable attorneys' fees and costs of suit incurred in connection with such proceedings, and the non-prevailing party shall be solely liable to pay any arbitrators' fees.

9.03 NOTICES: Any notice required or permitted to be given hereunder shall be deemed duly given if said notice is transmitted by either certified mail, fax or E-Mail.

9.04 INTEGRATION: This Agreement is the entire agreement between the Parties herein with respect of the subject matter hereof and supersedes all prior agreements between them with respect thereto.

9.05 BINDING EFFECT: The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns.

9.06 HEADINGS: The headings of the paragraphs of this Agreement are inserted solely for convenience of reference, and in no way define, describe, limit, extend or aid in the construction of the scope, extent or intent of this Agreement or of any term or provision hereof.

9.07 GENDER: Where the context so requires, the use of the masculine gender shall include the feminine and/or neuter genders and the singular shall include the plural, and vice versa, and the word "person" or "party" shall include a corporation, firm, partnership or other form of association.

9.08. SEVERABILITY: In the event that any provision or any portion of any provision contained in this Agreement is unenforceable, the remaining provisions and, in the event that a portion of any provision is unenforceable, the remaining portions of such provision, shall nevertheless be carried into effect.

9.09 APPLICABLE LAW: The Partnership shall be governed by and this Agreement shall be construed in accordance with, the laws of the State of California.

IN WITNESS WHEREOF, the parties hereto have agreed to this Agreement which agreement is expressed electronically as of the date such expression of agreement is communicated by Client to InstantWeb electronically.



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