This electronic form agreement for Services (this "Agreement") is made effective by submiting an electronic order form between the Company or individual aquiring hosting services as stated in the electronic order form submission, and between Uvision Inc. of 8875 Hidden River Parkway, Tampa, Florida 33637. In this Agreement, the party who is agreeing to receive services will be referred to as CLIENT, and the party who will be providing the services will be referred to as UVAULT.
1. DESCRIPTION OF SERVICES. Beginning on the date of the electronic order form submission, and for the next month (or for longer period based on the hosting term CLIENT selected) UVAULT will provide the following services (collectively, the hosting "Services"):
Streaming media hosting in various formats, media file downloads, or other hosting services in a shared or dedicated managed enviroment as listed on the website Uvault.com, if ordered together or separately, described as the hosting Services.
2. PAYMENT FOR SERVICES. In consideration of the Services provided to CLIENT by UVAULT, CLIENT shall pay the service fees set forth in the online order form (Fee's). UVAULT offers a monthly or annual payment terms. All Plans are prepaid and automatically renewed for successive like periods unless terminated in accordance with this Agreement. All fees must be paid in advance by a credit card or by check or bank wire payment. By placing an order with UVAULT by using the electronic order form, CLIENT agree to establishing hosting services with UVAULT, CLIENT authorize UVAULT to automatically charge the monthly hosting fees and any administrative or other fees provided for in this Agreement to CLIENT credit card. CLIENT may discuss other payment arrangements with UVAULT’s billing department by contacting UVAULT customer service. CLIENT must notify UVAULT of any changes in CLIENT personal information (including, but not limited to the billing address, account number or credit card, or expiration or cancellation of CLIENT credit card.).
In addition, UVAULT will bill CLIENT on a monthly basis for storage and data transfer usage that accedded the storage and data transfer usage limits specified in the hosting services plan. This bill will include payment for services granted in the past month. CLIENT with annual term plan will be billed for over usage data transfer at the end of their term when applicable.
UVAULT offers flexible payment options as described in http://www.uvault.com/html/service_pricing.html . It is CLIENT sole responsibility to assure payment is received in full and on time. If payment is not collected by the date due, (1) CLIENT account will be suspended until payment is received in full, (2) a $5.00 late payment charge will be added to the invoice, or a $30.00 fee will be added for bounced checks and (3) interest will accrue on unpaid amounts as and from 14 days after the invoice date at the rate of 5.00% per month (4) UVAULT reserves the right to terminate CLIENT hosting plan(s). If a hosting plan is suspended for insufficient payment, CLIENT must contact UVAULT and arrange for immediate payment. Suspended accounts will continue to be responsible for the payment of hosting services and interest fees. Termination of hosting services shall not relieve customer from the obligation to satisfy outstanding amounts due and payable. In the event UVAULT utilizes an attorney and/or collection agency to collect any unpaid amounts, CLIENT shall be responsible for the payment of all of UVAULT's attorneys' fees, collection agency fees, and all other costs related to the collection of outstanding amounts and will be reported to all major credit Bureau’s.
3. TERM/TERMINATION/RENEWAL/UPGRADES/DOWNGRADES. This Agreement is affective for the time period selected by the CLIENT when they place the order for hosting services using UVAULT online order form. The Agreement may be terminated by either party upon 30 days written notice to the other party. Upon placing a request to terminate the hosting Agreement CLIENT must pay for a hosting service period of 30 days. Unless otherwise requested by CLIENT this Agreement will renew at the end of the hosting term for another similar term. For example, if CLIENT orders a hosting plan for 12 months, at the end of the 12 months term their Agreement will renew for an additional 12 months, unless CLIENT notified Uvault 30 days prior to the renewal date that they to change their term or wish not to renew the Agreement. CLIENT asking to terminate service few days before the renewal date will be billed for an additional 30 days.
CLIENT may request an account upgrade or downgrade by completing an online form posted on Uvault.com. Account upgrade or downgrade are for a minimum of 1 month period. Changes to a hosting account will take affect within 24 hours after a request is submited. In the event of an upgrade the additional service will be prorated to reflect the change in payment between the request date and the next billing cycle (renewal date). In the event of a downgrade, CLIENT will receive service credit towards a future hosting period. Payment for service upgrade are due once a request is made.
4. REPORTING. UVAULT provides daily account usage traffic reports at no cost based on the hosting service selected by CLIENT. Account monthly usage summary will be displayed on the CLIENT account. UVAULT reserves the right to charge CLIENT for over usage fees as described in item 2.
5. WARRANTY. As per this service level agreement (SLA) as listed in http://www.uvault.com/html/sla.html UVAULT shall provide services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in UVAULT 's community and region, and will provide a standard care equal to or superior to care used by service providers similar to UVAULT on similar services.
6. REFUND POLICY. UVAULT services are prepaid and non-refundable. CLIENT who wish to test UVAULT services are encouraged to open a "Trial Account".
7. TRIAL ACCOUNTS. CLIENT who order a "Trial" account receive a fully functional streaming media plan at no cost for 30 days. After the 30 days trial period CLIENT can decide to activate the account and change it to a paid account. Trial accounts that reached 30 days of activity will be closed and all media or streams created purged. Trials accounts are to be used for service evaluation purposes only, and not for commercial use. UVAULT reserves the right to inspect content and live streams created by CLIENT and terminate trial accounts without advance warning if CLIENT violated UVAULT policies.
8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter hereunder. This Agreement supersedes any prior written or oral agreements between the parties.
9. LIABILITY. It is understood and agreed that the CLIENT materials are transported, received, processed, used and stored at CLIENT’s own risk. If UVAULT provides shipping and handling services for CLIENT’s materials, surcharges will apply. UVAULT shall not be liable for any damages or indirect damages, including without limitation loss profits or loss of data, caused by or arising out of the loss, damage or destruction of material belonging to CLIENT or any other person while in transit or possession of UVAULT unless caused by the negligence of UVAULT in which event, the liability of UVAULT shall be limited to replacement of a similar quantity of blank tape or magnetic or optical media to the materials which where lost, damaged or destroyed. Except for such replacement UVAULT shall have no further liability regarding the loss, damaged or destruction of such materials. If materials furnished by UVAULT found to be defective in manufacture UVAULT shall replace such materials provided CLIENT notifies UVAULT in writing within thirty days after shipment of such defect. Except for such replacement, UVAULT shall have no further liability in connection with such defective materials.
10. RESPONSIBILITY FOR CONTENT, CLIENT SITE. CLIENT shall be completely and solely responsible for all matters relating to the Content and the CLIENT Site, including, without limitation, all costs, activities, obligations and liabilities associated with the creating, production, editing, supply, correction and maintenance of the Content in the form of web pages, databases, mail boxes configuration and data transmitted from or through client Site. Unless sold as a Service and otherwise expressly noted in subsequent documentation, UVAULT assumes no responsibility for editing, reviewing, controlling or conducting any other activities associated with publishing any Content, or operating or maintaining client Site, nor shall it have any liability to any third party in connection with such activities. UVAULT shall provide access to UVAULT Software for use by CLIENT to allow CLIENT to add, remove, backup, or otherwise modify materials and content, or if necessary, CLIENT may notify UVAULT to remove materials which material UVAULT shall promptly remove. CLIENT shall have the right to alter, modify or delete Content at any time, or if UVAULT assistance is needed, upon prior notice to UVAULT.
11. TECHNICAL SUPPORT. UVAULT will provide multi level technical support plans to assist CLIENT in using their hosting account, and will be responsible for the operation and uptime performance of CLIENT hosting accounts. When UVAULT support team will provide additional technical support not related to the basic operation of CLIENT hosting account, the service will be considered as Premium Support and additional surcharge will apply. Such support may include but not be limited to modifying CLIENT custom applications, provide training how to use the service, additional design work, programming, and or any other service related to CLIENT site.
12. RESELLERS. CLIENT who is or became a reseller of UVAULT services will continue to be bound by these terms and conditions. CLIENT will be responsible for ensuring that their clients, the end users of UVAULT services, are bound by terms and conditions that adequately reflect and give effect to this agreement.
13. CLEARANCE. CLIENT shall be solely responsible for obtaining, and for bearing all costs obligations and liabilities for, any necessary clearance of Content and materials stored and hosted by UVAULT as required by any third party, any act or regulation of any government and any necessary rebroadcast or retransmission rights or permissions.
14. LIMITATIONS OF WARRANTIES AND LIABILITIES. CLIENT, to the best of its knowledge represents and warrants to UVAULT that: (a) CLIENT owns or has the right to use all materials CLIENT host with UVAULT, including all text, graphics, sound, video, programming, scripts and applets; and (b) the use, reproduction, distribution, and transmission of these materials, or any information or materials contained in it, on and from UVAULT's server computer does not: (i) infringe or misappropriate any copyright, trademark, trade secret, or any other proprietary rights excluding patents of a third party; (ii) violate any criminal laws; (iii) constitute false advertising, unfair competition, defamation, an invasion of privacy, violate a right of publicity, or violate any other law or regulation.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, UVAULT DISCLAIMS ANY AND ALL EXPRESS WARRANTIES. WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES OF MERCHANTABILITY. UVAULT WILL NOT BE LIABLE FOR ANY LOSS OF BUSINESS OR PROFITS, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SIMILAR DAMAGES, OR, OTHER THAN AS SET FORTH IN THIS AGREEMENT, FOR CLAIMS OF DAMAGES MADE BY ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT WILL UVAULT'S LIABILITY EXCEED THE TOTAL PRICE, AS DEFINED IN THIS AGREEMENT.
15. ACCEPTABLE USE POLICY. CLIENT shall not store or provide Content that violates the Acceptable Use Policy, as defined by UVAULT in the usage policy (the “Acceptable Use Policy”) as described in http://www.uvault.com/html/terms.html . It is expressly understood by the Parties that UVAULT may unilaterally alter the Acceptable Use Policy at any time and that CLIENT is responsible for monitoring the “Acceptable Use Policy” to ensure that CLIENT is in compliance with the terms of such policy.
16. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
17. GOVERNING LAW. This Agreement shall be construed in accordance with the internal laws of the State of Florida in the United States of America, without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the State of Florida in the United States of America, and both parties expressly consent to jurisdiction in such courts.
By submitting an electronic order form to purchase hosting services I agree to the terms and conditions of this agreement.
(Revised on March 4th, 2016).