The following agreement is by and between WEBVISIONS of 75 Science Park Drive, #02-06/08, Cintech II, Singapore Science Park, Singapore 118255 and
__________________________________________________(Client) of
__________________________________________________
__________________________________________________(Address)
For a self-renewable TERM of _________ month(s) from ____________________
WHEREAS, WEBVISIONS is an information provider connected to the Internet.
WEBVISIONS offers storage and transfer services over the Internet through
access to its Web Server, FTP Server, SMTP & POP Mail Server services, Domain Name
and related Internet Services, including but not limited to eMarketer, BackupXpress, MediaXpress services.
WHEREAS, Client seeks to utilize WEBVISIONS's services for its own purposes;
WHEREAS, the parties acknowledge that the Internet is neither owned nor controlled by any one entity;
therefore, WEBVISIONS can make no guarantee that any given reader shall be able to access
WEBVISIONS's server at any given time. WEBVISIONS represents that it shall make every good faith
effort to ensure that its server is available as widely as possible and with as little service interruption as
possible;
NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as
follows;
I. Material and Products:
1. Client will provide WEBVISIONS with material and data in a condition that is "server-ready",
which is in a form requiring no additional manipulation on the part of WEBVISIONS. WEBVISIONS
shall make no effort to validate this information for content, correctness or usability.
2. WEBVISIONS will exercise no control whatsoever over the content of the information passing
through the network. WEBVISIONS makes no warranties or representations of any kind, whether
expressed or implied for the service it is providing. WEBVISIONS also disclaims any warranty of
merchant-ability or fitness for particular purpose and will not be responsible for any damages that may be
suffered by the Client, including loss of data resulting from delays, non-deliveries or service interruptions
by any cause or errors or omissions of the Client. Use of any information obtained by way of
WEBVISIONS is at the Client's own risk, and WEBVISIONS specifically denies any responsibility for the
accuracy or quality of information obtained through its services. Connection speed represents the speed of
a connection to and do not represent guarantees of available end to end bandwidth. WEBVISIONS
expressly limits its damages to the Client for any non-accessibility time or other down time to the prorated
monthly charge during the system unavailability. WEBVISIONS specifically denies any responsibilities
for any damages arising as a consequence of such unavailability. In the event that this material is not
"Server-ready", WEBVISIONS may, at its option and at any time, reject this material, including but not
limited to after it has been put on WEBVISIONS's Server. WEBVISIONS agrees to notify Client
immediately of its refusal of the material and afford Client the opportunity to amend or modify the
material to satisfy the needs and/or requirements of WEBVISIONS. If the Client fails to modify the
material, as directed by WEBVISIONS, within a reasonable period of time, which shall be determined
between the parties themselves, the Agreement shall be deemed to be terminated.
3. WEBVISIONS maintains control and any ownership of any and all I.P. numbers and addresses
that may be assigned to Client and reserves in its sole discretion the right to change or remove any and all
IP numbers and addresses.
4. WEBVISIONS has full authority over any content on the server for the purposes of troubleshooting
system problems or responding to security threats like spam, viruses, denial of service attacks, over-loading of services, overuse of
shared hosting resources, overuse of server resources or hackers. This includes the shutting
down of any service at its sole discretion without any prior notice.
II. Trademarks & Copyrights:
Client warrants that it has the right to use the applicable trademarks, if any, and grants WEBVISIONS the
right to use such trademarks in connection with WEBVISIONS's Server service.
III. Hardware, Equipment & Software:
The customer is responsible for and must provide all telephone, computer, hardware and software
equipment and services necessary to access WEBVISIONS. WEBVISIONS makes no representations,
warranties or assurances that the Customer's equipment or software will be compatible with the
WEBVISIONS service.
IV. Internet Etiquette:
1. Electronic forums such as mail distribution lists and Use Net news groups all have expectations
regarding subject area and appropriate etiquette for posting. Users of these forums should be considerate
of the expectations and sensitivities of others on the network when posting material for electronic
distribution. The network resources of WEBVISIONS may not be used to impersonate another person or
misrepresent authorization to act on behalf of others or WEBVISIONS. All messages transmitted via
WEBVISIONS should correctly identify the sender; users may not alter the attribution of origin in
electronic mail messages or posting. Users must not attempt to undermine the security or integrity of
computing systems or networks and must not attempt to gain unauthorized access.
2. Use of distribution lists via unsolicited electronic mail or other mass electronic mailings is
strictly prohibited. WEBVISIONS reserves the right to deactivate the Client's Virtual Server account(s)
upon an indication of such activity.
V. Self Renewable Term & Termination:
1. To ensure continued and uninterrupted delivery of the Service, WEBVISIONS will automatically renew the Service for a term equal to the then-current billing term for
the Service unless the Client notifies WEBVISIONS not less than 30 days before the expiry of the current Term. Upon subscribing to a plan as a customer, the Client hereby
authorizes WEBVISIONS to bill to the Client subsequent terms' recurring subscription fees. Unless the Client has cancelled his plan with the requisite 30-day notice
prior to the commencement of the next hosting cycle, the Client's hosting service will be kept active and the Client will be liable for the subscription charges billed
for the next hosting period.
2. If the Client has signed up to be billed on a recurring basis via an authorised credit card, the Client authorizes WEBVISIONS to charge the Client's authorized credit
card (or other approved facility) for the invoiced amount for the next hosting period if the requisite 30-day notice has not been received. The Client agrees not to report
as lost or stolen any credit card which was used in conjunction with such payment to the credit card issuing bank or to WEBVISIONS or its payment processor for goods or
services which the Client does not have good reason to believe is, in fact, lost or stolen. The Client further agrees not to report as unauthorized any charge for goods or
services which you have ordered from WEBVISIONS (including subscriptions and renewal of subscriptions). An unsuccessful mode of payment (such as a rejected cheque or a
rejected credit card payment) does not exempt the Client from liability to pay. Should the Client later dispute, withhold payment or fail to make payment for an issued tax
invoice for the renewal of hosting service, the Client agrees to indemnify WEBVISIONS for any cost (including legal fees and charge-back) that WEBVISIONS incurs to recover
the due payment from the Client.
3. Notwithstanding the above, WEBVISIONS may terminate service under this Agreement at any time, without penalty, if the Client fails to comply with the terms of this
Agreement or any of the policies of WEBVISIONS as set out in their website or upon the failure of the Client to settle any sums due and payable or with 30 days' notice to
the Client. Termination of this Agreement shall not affect any accrued rights due to WEBVISIONS under this Agreement. Prior to suspending or terminating a service on the
basis of a breach of agreement or for non-payment, WEBVISIONS will first notify the Client of the breach and provide sufficient time for the Client to remedy the same. In
the event the Client fails to remedy the breach within the period stated in the notice given by WEBVISIONS, WEBVISIONS shall be entitled to suspend and/or terminate the
services provided as it sees fit. Notwithstanding the above, WEBVISIONS is at liberty to dispense with service of a notice under this clause if:
(a) It has reasonable grounds to believe that delay in suspending and/or terminating the service is likely to harm and/or cause disruption to the network and business of
WEBVISIONS;
(b) WEBVISIONS is acting in compliance with a requirement of any regulatory authority or law enforcement body;
(c) Where the Client is an individual, the individual dies; or
(d) Where the Client is a corporation, the corporation ceases to carry on its business.
4. In the event this Agreement is terminated, the Client is required to settle all outstanding payment due and payable to WEBVISIONS before any equipment belonging to them
can be removed from WEBVISIONS' premises. Such removal must be during weekdays and normal business hours and should be conducted under the supervision of an authorised
personnel from WEBVISIONS.
5. In the event the Client wishes to dispute any fees or charges in a statement of account, bill of charges or invoice issued by WEBVISIONS, this must be notified to
WEBVISIONS as soon as possible and in any event, not later than the date on which the said amount becomes due and payable. All such disputes should be sent to
accounting@webvisions.com and accompanied by the following information:
(a) Client and Company Name
(b) Domain Name
(c) Details of the relevant statement/bill/invoice that is being disputed
(d) Basis of the dispute together with any relevant evidence to support the same
Upon receipt of the above notice, WEBVISIONS will look into the matter and complete its investigation as soon as possible. The results of the said investigation will be
made known to the Client as soon as reasonably practicable thereafter. Notwithstanding such a dispute being lodged by the Client, the Client is obliged to pay to
WEBVISIONS the portion of the fees or charges contained in the relevant statement, bill and/or invoice that is not the subject of the said dispute and failure by the Client
to do this can be treated as a breach of this Service Agreement and WEBVISIONS will be entitled to take the necessary actions in relation to such a breach.
VI.
Limited Liability:
1. Client expressly agrees that use of WEBVISIONS's Server is at Client's sole risk. Neither
WEBVISIONS, its employees, affiliates, agents, third party information providers, merchants licensers or
the like, warrant that WEBVISIONS's Server service will not be interrupted or error free; nor do they
make any warranty as to the results that may be obtained from the use of the Server service or as to the
accuracy, reliability or content of any information service or merchandise contained in or provided
through the WEBVISIONS Server service, unless otherwise expressly stated in this Agreement.
2. Under no circumstances, including negligence, shall WEBVISIONS, its offices, agents or any
one else involved in creating, producing or distributing WEBVISIONS's Server service be liable for any
direct, indirect, incidental, special or consequential damages that result from the use of or inability to use
the WEBVISIONS Server service; or that results from mistakes, omissions, interruptions, deletion or loss
of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not
limited to acts of God, communication failure, theft, destruction or unauthorized access to
WEBVISIONS's records, programs or services. Client hereby acknowledges that this paragraph shall
apply to all content on WEBVISIONS's Server service and is solely responsible for independent backup of
data stored on WEBVISIONS’s Server Service.
3. Notwithstanding the above, Client's exclusive remedies for all damages, losses and causes of
actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar
amount which Client paid during the term of this Agreement and any reasonable attorney's fee and court
costs.
VII. Lawful Purpose:
Client may only use WEBVISIONS's Server for lawful purpose. Transmission of any material in violation
of any regulation of the Republic of Singapore or the United States of America is prohibited. This
includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene,
pornographic, profane, or material protected by trade secrets. This also includes links or any connection
to such materials.
VIII. Indemnification:
1. Client agrees that it shall defend, indemnify, save and hold WEBVISIONS harmless from any
and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees, ("Liabilities")
asserted against WEBVISIONS, its agents, its customers, servants officers and employees, that may arise
or result from any service provided or performed or agreed to be performed or any product sold by Client,
its agents, employees or assigns. Client agrees to defend, indemnify and hold harmless WEBVISIONS
against Liabilities arising out of (i) any injury to person or property caused by any products sold or
otherwise distributed in connection with WEBVISIONS's Server; (ii) any material supplied by Client
infringing or allegedly infringing on the proprietary rights of a third party; (iii) copyright infringement
and (iv) any defective product which Client sold on WEBVISIONS Server.
2. Due to the public nature of the Internet, all information should be considered publicly accessible,
and important or private information should be treated carefully. WEBVISIONS is not liable for
protection or privacy of electronic mail or other information transferred through the Internet or any other
network provider or its customers may utilize.
3. In providing the Client with a hosting service, WEBVISIONS may use third party shareware, freeware
or paid products (hardware / software). However this does NOT in any way mean WEBVISIONS endorses the use of such products
(hardware / software) unless otherwise stipulated. Client agrees to defend, indemnify and hold harmless WEBVISIONS
against any Liabilities including, but not limited to data loss or loss of service arising out of the use of any
such products (hardware / software).
IX. Reselling:
1. Client is allowed to resell the storage and transfer services provided by WEBVISIONS. Client
agrees to handle and is responsible for all third-party customer's content, support, set-up and maintenance.
2. Client’s email accounts and POP accounts are strictly for his staffs’ use only. Client is not
allowed to resell or provide for free, these accounts to non staff members of his firm. If the server is
resold, this restriction applies on the owner of the server as well.
3. Use of WEBVISIONS's Reselling service requires that the Client is responsible for all of the
third-party's questions. Thus, if the Reseller anticipates offering a particular feature, the Reseller must
have a thorough knowledge of the feature.
4. The Reseller agrees that he or she has the necessary knowledge to create and maintain the third
party's anticipated Webspace. Reseller agrees that it is not the responsibility of WEBVISIONS to provide
this knowledge or Customer Support outside of the defined service of WEBVISIONS.
X. Pricing:
1. All prices are subjected to change and will be updated on our
webpages.
2. The Client hereby acknowledges that non-receipt of statement of account, bill of
charges or any correspondence in relation to the WEBVISIONS services is not a valid reason for
the Customer to hold back or delay any outstanding payment due to WEBVISIONS.
XI. Non Solicitaion:
During the term of this Agreement and for a period of one (1) year thereafter, the Client agrees
not to hire, solicit, recruit or otherwise employ any employee of WEBVISIONS involved in connection
with the Service. The parties acknowledge the value of such employees to WEBVISIONS and the investment
WEBVISIONS has commited towards the training of such employees, as well as the difficulty in ascertaining
the quantum of damages for breach of this clause and accordingly, agree that in such event, the Client
will pay WEBVISIONS liquidated damages equal to 6 (six) months of the solicted employee's last drawn remuneration
as at the date of the solicited employee's last day of service with WEBVISIONS. The parties acknowledge
that such a liquidated sum represents a fair and reasonable amount of compensation to WEBVISIONS for the loss
of its employee to the Client in such event.
XII. Confidentiality
1. Both parties acknowledge that in the course of their relationship with each other pursuant to this agreement, one party will come into possession of
Confidential Information belonging to the other party. The parties hereby agree and undertake that during the term of this agreement, notwithstanding any
suspension, termination or expiry of the agreement, and for a period of one (6) months from the date of termination of this agreement thereafter, all such
Confidential Information shall be used only in connection with the performance of this agreement and the undertaking of the obligations herein and not be used for
any other purpose whatsoever, and shall not disclose such Confidential Information, whether directly or indirectly, to any other third party without prior written approval
of the other party, PROVIDED THAT the such restriction on the use or disclosure of such Confidential Information SHALL NOT apply to Confidential Information:
a. already known by the receiving party without an obligation of confidentiality other than pursuant to this agreement;
b. that is now in the public domain or subsequently enters the public domain by publication or otherwise through no action or fault of the receiving party;
c. lawfully received from a third party without a breach of this agreement;
d. disclosed with the prior written approval of the disclosing party;
e. independently developed without use of the disclosing party's Confidential Information; or
f. required to be disclosed pursuant to a lawful order of a court or government agency in compliance with the applicable laws, rules and regulations prevailing in the
Republic of Singapore, provided the receiving party provides the disclosing party with written notice of such order prior to disclosure and within such time as to allow the
disclosing party reasonable opportunity to oppose such disclosure before a court or agency of competent jurisdiction.
2. Without the prior written consent of the other party, each party will not in any manner whatsoever make public, disclose or communicate to any third party or to its
employees, servants, agents, contractors or consultants, any Confidential Information for any purpose whatsoever except for the purposes which such information was
supplied.
3. Each party agrees to use the same means it uses to protect its own Confidential Information, but in any event not less than reasonable means, to prevent the
disclosure of such Confidential Information to outside parties.
4. CUSTOMER acknowledges and agrees that WEBVISIONS or any of its agents, employees or sub-contractors may from time to time disclose any Confidential
Information as is necessary to identify or resolve technical problems, to respond to service complaints, or in the provision or operation of the Service and any other
service or procedure in connection with the Service.
5. Each party agrees and acknowledges that any breach or threatened breach by the receiving party of its covenants and agreements set forth in this agreement
will cause irreparable injury to the disclosing party for which monetary damages would be an inadequate remedy and that, in addition to any other remedies that may be
available, in law, in equity or otherwise, the disclosing party shall be entitled to obtain injunctive relief against the threatened breach of this agreement or the
continuation of any breach by the receiving party, without the necessity of proving actual damages.
XIII. Notices:
Any notices or communication to be sent under or pursuant to this Agreement to the Customer shall be made by fax, telex, post, email or otherwise in writing. Each
communication or document to be delivered to
any party under this Agreement shall be sent to the Customer at that fax number, telex number, address or email address, and marked for the attention of the authorised
person (if any) based on the most recent information officially provided by the Customer to WEBVISIONS on record.
Any other communication from WEBVISIONS to the Customer shall be deemed to be received by such other party (if sent by fax or telex) on the day of dispatch or (in any other
case) when left at the address required above or within two days after being sent by prepaid post (if to the same country) or within two days after being sent to the email
address of the Customer and no notice of rejection has been received by WEBVISIONS.
XIV. Policies:
1. The Client will adhere to all our policies as spelt out on our
website address as follows: http://www.webvisions.com/faqs/policies/
2. These policies are subject to change. It is the Client's
responsbility keep abreast of any changes.
3. Technical support updates, network maintenance or any system maintenance and changes will be updated
on our website at http://www.webvisions.com/latestnews/. It is the Clients'
responsbility keep abreast of any changes.
4. Logging of support enquiries should be done on our website at
http://www.webvisions.com/support/supportrequest.html.
This Agreement constitutes the entire understanding of the parties. Any changes or modifications to this
Contract thereto are agreed to by the both parties upon renewal of services.
This Agreement shall be governed and construed in accordance with the laws of the Republic of
Singapore.