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This Service Agreement ("Agreement") sets forth the terms and conditions of your subscription and use of WWW.PH, INC. (WWW) Dedicated Server. Wherein, you are herein after referred to as the "You" / "Your" / "Client" on this Agreement.
By subscribing to WWW's Dedicated Server, you acknowledge that you have completely read, understood and agree to be bound by all the terms and conditions of this Agreement including any rules or policies that WWW is currently implementing or will be implementing in the future.
WWW may accept or reject your subscription at its sole discretion. Your subscription shall only be deemed accepted or renewed upon actual or continued activation of your Dedicated Server with WWW.
1.0 Definitions.
1.1 "Client Data" shall mean, any data files / program file extensions / program files / directories / directory structures that were designed / created / loaded / installed / set-up / configured / registered / backed-up by Client in the Dedicated Server.
1.2 "Dedicated Server" shall mean, the serving computer hardware, operating system and such software that are necessary to operate a DNS service, HTTP service, FTP service, SMTP service and POP3 service over the Internet, in accordance with this Agreement.
2.0 Scope of Services
2.1 Dedicated Server Hardware and Software. WWW shall provide Client a serving computer hardware, operating system and such software that are necessary to operate a DNS service, HTTP service, FTP service, SMTP service and POP service over the Internet, including the corresponding rights / permissions to its access and use, in accordance with the specifications, terms and conditions under the Client's "DEDICATED SERVER ORDER FORM", and this Agreement.
2.2 Operating System and Software Set-Up, Configuration and Maintenance. WWW shall set-up and configure the Dedicated Server operating system and such software to enable Client to initially operate a basic DNS service, HTTP service, FTP service, SMTP service and POP3 service over the Internet, in accordance with the specifications, terms and conditions under the Client's "DEDICATED SERVER ORDER FORM", and this Agreement. Thereafter, the primary responsibility of operating, securing, maintaining and backing-up the Dedicated Server operating system, such software and the Client Data shall be on the Client.
2.3 Dedicated Server Internet Connection Facilities and Access. WWW shall provide the Dedicated Server with Internet connection facilities and access in accordance with the connectivity specifications under the Client's "DEDICATED SERVER ORDER FORM", and this Agreement.
2.4 Client Connection Facilities. Client shall be solely responsible for all Internet connection facilities, computer hardware and software to be able to access the Dedicated Server from its local point of access.
3.0 Term and Termination.
The following describes the effective date, duration and methods of termination of this Agreement:
3.1 Effective Date. The Effective Date of this Agreement shall be the first day in which the Dedicated Server was online for use by Client, regardless of whether or not Client made use of the Dedicated Server on this day or after such day.
3.2 Duration. This Agreement shall commence on the Effective Date, as stated first-above, and shall continue thereafter on a month-to-month basis beginning every 1st calendar day of the succeeding renewal months.
3.3 Termination for Convenience. Client may terminate this Agreement any time for convenience. Provided, however, that WWW shall have been informed by Client at least fifteen (15) calendar days prior to the end of the current month of service subscription.
3.4 Default or Breach. The following constitute a breach or default of this Agreement: Client failure to pay the monthly service fee by the 1st day of the renewal month, violation of Section 5.1, Section 5.2 Section 7.0 and Section 8.2.
4.0 Set-Up, Service Deposit and Monthly Service Fee Payment Terms.
Client agree to the following service fee and payment terms in consideration for the Scope of Services under this Agreement:
4.1 Set-Up Fee. Within Five (5) Working Days upon submission of the Client's "DEDICATED SERVER ORDER FORM", Client shall pay WWW a one-time non-refundable set-up fee in the amount setforth under the Client's "DEDICATED SERVER ORDER FORM".
4.2 Deposit. Within Five (5) Working Days upon submission of the Client's "DEDICATED SERVER ORDER FORM", Client shall pay WWW a non-refundable deposit in the amount setforth under the Client's "DEDICATED SERVER ORDER FORM". The amount deposited by the Client shall be applied by WWW as payment for the Monthly Service Fee that is due and payable on the final renewal month of this Agreement.
4.3 Monthly Service Fee. Client shall pay WWW a monthly service fee in the amount setforth under the Client's "DEDICATED SERVER ORDER FORM" which shall be due and payable, in advance, every 1st day of the renewal month.
4.4 Monthly Service Fee Increases. WWW guarantees not to increase the Monthly Service Fee of Client within the next Three (3) consecutive months that this Agreement remains in force. Thereafter, WWW shall have the right to increase the Monthly Service Fee of Client. Provided, however, Client shall have been informed by WWW of any such increase within at least 1 calendar month prior to the effective date of any increase in Monthly Service Fee.
4.5 Cancellation. In the event Client cancel this Agreement, Client will be charged in full for the entire month in which Client canceled.
4.6 Breach. In the event WWW terminate this Agreement because of a breach, Client will be charged in full for the entire month in which the breach occurred.
4.7 Tax. The fees are inclusive of taxes with respect to the Scope of Services provided under this Agreement, except Client income taxes and any sales or similar taxes on the sale of the Client products and services to its end users shall be the sole responsibility of the Client.
5.0 Representations and Warranties.
WWW obligations under this Agreement are conditioned upon the following representations and warranties:
5.1 Compliance with Law. Client represent and warrant that Client shall comply with all applicable laws in performance of this Agreement, and in the use and operation of the Dedicated Server, including laws governing technology, software and trade secrets.
5.2 Non-Infringement. Client represent and warrant that Client use and operation of the Dedicated Server shall not infringe the intellectual property or other proprietary rights of any third party.
5.3 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED ABOVE, WWW MAKE NO WARRANTY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, AND ALL SERVICES ARE PROVIDED ON AN "AS-IS", "AS-AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT.
5.4 Client expressly agree that use and operation of the Dedicated Server is at Client own risk. Neither WWW, its employees, affiliates, agents, third-party information providers, merchants, licensors or the like, warrant that WWW service will not be interrupted or error free; nor WWW make any warranty as to the results that may be obtained from the use of the Dedicated Server or as to the accuracy, reliability of any information service or merchandise contained in or provided through WWW service, unless otherwise expressly stated in this Agreement.
5.5 Under no circumstances, including negligence, will WWW, its officers, agents or anyone else involved in creating, producing or distributing WWW service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Dedicated Server. WWW will further not be liable for results from mistakes, omissions, interruptions, deletions of files, errors, defects, delays and operation, or transmission or failure of performance whether or not limited to acts of nature, communication failure, theft, destruction or unauthorized access to our records, programs or services.
6.0 Ownership Rights.
WWW acknowledge that all right, title and interest in the Client Data shall be solely owned by the Client.
7.0 Activities Subject to Immediate Deactivation.
The Dedicated Server that is used for Illegal, Abusive or Unethical Activity may be immediately deactivated by WWW without warning to Client. Illegal, Abusive or Unethical Activities include, but are not limited to, pornography, obscenity, nudity, violations of privacy, hacking, computer virus, gambling, or promotion of gambling, and any harassing or harmful materials or uses, as determined solely by WWW. Client agree to indemnify and hold WWW harmless from any claim resulting from Client publication or use of Illegal, Abusive or Unethical materials. Although WWW will make reasonable efforts to alert Client to such activities and allow Client an opportunity to cure them within a 24-hour period after discovery, WWW shall not be required to give notice to Client before deactivating the use of the Dedicated Server if, in WWW sole discretion, Client use is or results in Illegal, Abusive or Unethical activities. If the Dedicated Server is disabled, the regular monthly service fee shall still apply.
8.0 Miscellaneous.
8.1 Public Nature of Internet. Client understand that all information submitted on the Dedicated Server shall be considered publicly accessible. Important and private information should be protected by Client. For example, WWW are not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network provider that Client may use.
8.2 Unsolicited Electronic Mail. Client are expressly prohibited from sending unsolicited bulk mail messages ("junk mail" or "spam"). This includes, but is not limited to, bulk-mailing of commercial advertising, information announcements, and political tracts. Such material may only be sent to those who have specifically requested it. Malicious or threatening email is also prohibited. Although WWW will make reasonable efforts to alert Client to such activities and allow Client an opportunity to cure them within a 24-hour period after discovery. WWW reserve the right to immediately deactivate the use of the Dedicated Server if WWW discover such activity. Further, Client agree to indemnify and hold WWW harmless from any claim resulting from the use or distribution of electronic mail services through the service provided through this Agreement.
8.3 Governing Law. This Agreement will be interpreted and applied in accordance with the laws of the Republic of the Philippines.
8.4 Control and Ownership of IP. WWW shall maintain and control ownership of all IP numbers and addresses that may be assigned to Client. and shall have the exclusive right at its sole discretion to change or remove any and all IP numbers and addresses assigned to Client.
8.5 Transfer. Client may not transfer or assign this Agreement without the written consent of WWW.
8.6 You agree that any notices required to be given to you by WWW under this Agreement will be deemed to have been given if delivered in accordance with the registrant and / or billing contact information you have provided.
8.7 This Agreement together with all modifications, constitute the complete and exclusive agreement between you and WWW, and supersede all prior proposals, agreements, or other communications.
8.8 Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.
8.9 The failure of WWW to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by WWW of a breach of any provision hereof be taken or held to be a waiver of the provision itself or of this agreement as a whole.
8.10 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. WWW 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 WWW as reflected in the original provision.
8.11 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 WWW.
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