By accepting these terms and conditions, the user confirms to have read, understood and accepted its contents.
The following agreement ("Agreement") is entered into between you ("Customer" or "you") and OhHi, Ltd. ("OhHi"), a Private Limited Company, registration number 7604598 having a business at 271 Eversholt Street, London NW1 1BA and is made effective on the date of electronic acceptance. This agreement sets forth the terms and conditions that govern your use of this website and the products and services (collectively, the "Services") found at this site, and is in addition to and not in lieu of any specific terms and conditions that apply to your purchase of a particular Service.
Your electronic acceptance and/or use of the Services signifies that you have read, understood and agreed to be bound by the terms and conditions of this Agreement as well as any policies posted on this website and that by such acceptance and/or use of the Services you agree that any previous agreements between you and OhHi will be terminated and superseded by this Agreement. You acknowledge and agree that OhHi's acceptance of this Agreement and the provision of Services are performed at OhHi's offices in London, England. OhHi, in its sole discretion, may refuse to provide the Services to any one at any time and for any reason. If OhHi exercises this right, OhHi will not charge you for the Services and/or refund you for the amounts paid for the Services during the month that OhHi invokes its right to deny Service. In the event that you provide a purchase order or other ordering document to facilitate your purchase, the document is incorporated by reference only to the extent that it identifies the Services to be purchased, and all other terms and conditions included in such document are hereby rejected by OhHi.
OhHi, in its sole and absolute discretion, may change or modify this Agreement, and the corporate policies and/or Service Specific Terms which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon the earlier of (i) our email notification to you advising you of such changes or modifications (ii) your electronic acceptance of this Agreement after such changes or modifications have been made to this Agreement as indicated by the "Last Revised" date at the top of this page or (iii) your continued use of the Services after OhHi posts the amended Agreement to OhHi.com.
The Services found at this Site are available only to Customers who can form legally binding contracts under applicable law. By using the Services found at this Site, you represent and warrant that you are (i) at least eighteen (18) years of age and/or (ii) otherwise recognized as being able to form legally binding contracts under applicable law. You further represent and warrant that you are not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and are not otherwise a person to whom OhHi is legally prohibited to provide the Services.
Customer shall designate a single "Point of Contact" in the accompanying Order Form. Customer's Point of Contact shall have full authority to enter into agreements and make binding decisions on behalf of Customer. Customer agrees that OhHi may rely on representations made by Customer's Point of Contact. Customer may change its Point of Contact at any time by giving written notice to OhHi in accordance with the notice provisions of this Agreement. OhHi is under no obligation to accept instructions from anyone other than the Point of Contact. Notwithstanding the foregoing, OhHi shall not be liable for any loss or damage resulting from OhHi's reliance on any instruction, notice, document or communication reasonably believed by OhHi to be genuine and originating from an authorized representative of Customer's corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, OhHi reserves the right (but not the obligation) to require additional authentication from Customer. In order to permit OhHi to protect the quality of its products and services, you hereby consent to OhHi staff being able to access your account and records on a case by case basis to investigate complaints or other allegations or abuse.
The entity or person creating the account and designated as the owner shall be deemed the account owner. For security reasons, only the account owner or Point of Contact designated by the account owner shall be allowed to make changes, cancellations, or designate a new Point of Contact. Disputes sometimes arise between or among multiple persons claiming ownership of or rights in a site, store or account. OhHi is not obligated to and will not resolve any such disputes.If multiple persons are claiming ownership of or rights in a site, store or account, and, in OhHi's sole judgment, there is no certainty as to the ownership of or rights in said site or account, then OhHi will, to the extent of its knowledge and ability, notify said persons of the dispute and demand that said persons promptly, conclusively, and finally resolve the dispute in a manner which makes clear who the owner(s) and/or interest holder(s) is/are and in a manner which relieves OhHi of all liability or obligations concerning the dispute. If the disputing persons fail so to resolve the dispute within what OhHi, in its sole judgment, deems to be a reasonable time, then OhHi, at its sole option and without any obligation to do so, may suspend or terminate the account until such persons resolve said dispute and reach certainty regarding ownership of or rights in said site, store and/or account. The person or persons conclusively and finally determined by court order or settlement agreement to be the rightful owner(s) or interest holder(s) of said site, store and/or account shall be obligated to pay all amounts due and comply with the Transfer Policy, if required, to transfer ownership of the site, store and/or account to the rightful owner. Failure of the rightful owner of said site, store and/or account timely pay in full all of said amounts shall be deemed a breach of these Terms and shall subject the account to immediate termination.
To transfer ownership of an account, Customer must contact OhHi and comply with the Transfer Policy.
OhHi personnel may from time to time recommend third party software or other products and services for your consideration. OHHI MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING PRODUCTS AND SERVICES THAT ARE NOT PURCHASED FROM OHHI, INCLUDING THE COMPATIBILITY OF SUCH PRODCUTS AND SERVICES WITH OHHI SOFTWARE. Your use of any such products and services is governed by the terms of your agreement with the provider of those products and services.
From time to time, OhHi may update the software associated with a Service for many reasons, including but not limited to, (a) to maintain PCI compliance; (b) to fix bugs or problems in previous versions; and/or (c) to enhance functionality or features. OhHi makes no warranty that such updates will not affect your use of the Services or introduce new but unknown bugs into the software. Further, OhHi shall not be responsible for the effect an update has on any code not provided by OhHi and any modifications to such code to restore functionality shall be Customer's sole responsibility and cost.
Where support is provided by OhHi, OhHi will provide technical support for the most recent update or version of the Software associated with a Service. From time to time, OhHi may provide support for an older version(s), however OhHi reserves the right to suspend or terminate such support at anytime, with or without notice.
Customer hereby grants OhHi a non-exclusive right and license to use Customer's name and such of Customer's trade names, trademarks, and service marks (collectively, "Customer's Marks") as are listed on Customer's Content or otherwise provided to OhHi in connection with this Agreement (a) on OhHi's own Web Sites, (b) in printed and online advertising, publicity, directories, newsletters, and updates describing OhHi's Services, and, (c) in applications reasonably necessary and ancillary to the foregoing. Customer may use OhHi's trade name, trademarks, and service marks (collectively, "OhHi's Marks") in advertising and publicity in conjunction with the offering of Customer's Content via OhHi, provided that Customer shall submit copy to OhHi for its prior written approval, and provided further that under no circumstances shall such use imply that OhHi endorses, sponsors, certifies, approves or is responsible for Customer's Content. Notwithstanding the foregoing, Customer need not obtain OhHi's prior written approval where use of OhHi's Marks is limited to inclusion in a list of systems via which Customer's Content is available.
Some of the features of this website or the Services found at this website may allow Customer to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, or advice ("User Submissions"), or (b) literary, artistic, musical, or other content, including but not limited to photos and videos (together with User Submissions, "User Content"). By providing User Content to OhHi via any method (e.g. site submission, email, survey responses, etc.), you represent and warrant to OhHi that (i) you have all necessary rights to distribute User Content via this website or via the Services found at this website, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) you do not violate the rights of any third party.
The provisions in this Section apply specifically to OhHi's use of User Content posted to OhHi's corporate websites or submitted directly to OhHi. The applicable provisions are not intended to and do not have the effect of transferring any ownership or licensed rights (including intellectual property rights) you may have in content posted to your hosted websites.
You shall be solely responsible for any and all of your User Content or User Content that is submitted through your Account, and the consequences of, and requirements for, distributing it.
You acknowledge and agree that:
Your User Submissions are entirely voluntary.
Your User Submissions do not establish a confidential relationship or obligate OhHi to treat your User Submissions as confidential or secret.
OhHi has no obligation, either express or implied, to develop or use your User Submissions, and no compensation is due to you or to anyone else for any intentional or unintentional use of your User Submissions.
OhHi may be working on the same or similar content, it may already know of such content from other sources, it may simply wish to develop this (or similar) content on its own, or it may have taken / will take some other action.
OhHi shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions provided to OhHi by any method, and shall be entitled to the unrestricted use and dissemination of any User Submissions provided for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.
Customer may not sublicense or resell any of OhHi's Services to any third parties without the prior written permission of OhHi. By way of example and not limitation, Customer may not provide Web Hosting services through its OhHi Services to any third party without OhHi's prior written permission. Any attempts to do so would be considered a material breach and grounds for termination of this Agreement.
A. Fees. In consideration of the Services, Customer will pay to OhHi all fees due according to the prices and terms listed on the website. All sales are final and OhHi offers no partial or full refunds of any kind on any purchase unless otherwise expressly noted, even if your Services are suspended, terminated or transferred before the end of the Services. OhHi expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at this Site and effective immediately without need for further notice to you. If you have purchased Services for a period of months or years, changes or modifications in prices and fees shall be effective when the Services in question come up for renewal.
B. Payment. All payments are due upon signup, the Services will not begin until payment has been received. All recurring charges will be due on the 1st day of the month. If a payment is returned or rejected by OhHi's bank, or incurs additional costs for OhHi (e.g., bank fees) for any reason, then Customer may be charged a service fee of £40 and be required to reimburse all such fees and costs incurred by OhHi, and Customer shall be immediately deemed to be in default of this Agreement. Accounts and all amounts in default are subject to a late payment charge of 1.5% per month, or the maximum amount permitted by law, whichever is greater, until fully paid. If Customer defaults, Customer agrees to pay OhHi its reasonable expenses, including attorney, in house legal expenses and collection agency fees, incurred in enforcing its rights.
C. Billing Policies and Cycles. We offer billing via credit card or debit card charge and in some special circumstances credit payments via online banking and cheques. All initial fees must be paid on service setup. Our billing cycle begins on the 1st day of the month, and is due on that day each month thereafter. The first payment if falling on other days will be a part payment for the initial period only until the 1st day of the subsequent month. OhHi attempts to automatically charge the credit card on file for any past due invoice for current, suspended and cancelled accounts. Accounts suspended and reactivated must pay all past due and current amounts. Accounts past due over 30 days cannot be reactivated. You must sign up for new service. To cancel your account, you must follow the procedures in Section 17. To ensure that you are not billed for another month of service, you must cancel your account before your billing cycle due date. All accounts requesting cancellation are terminated on the last day of your billing cycle.
Note: All billing correspondence (invoices, notifications, etc.) is done via email. It is crucial that you maintain a current email address with us.
D. Taxes. All fees charged by OhHi for the Services are exclusive of all taxes, VAT and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of Services, all of which Customer will be responsible for and will pay in full, except for taxes based on OhHi's net income. If OhHi is required to pay directly any such taxes, Customer will, upon receipt of OhHi's invoice, promptly reimburse OhHi for any such taxes paid by OhHi.
E. Refund Policy. We do not offer a refund policy as each contract can be cancelled at any point and last for a maximum of 1 month.
A. Acceptable Use Policy. OhHi maintains on its Web site OhHi's then-current Acceptable Use Policy ("AUP"). Customer agrees to abide by the AUP. OhHi may modify its AUP at any time, and shall post the then-current AUP on OhHi's Web site, which will be effective upon posting.
B. End Users to Comply with AUP. Customer acknowledges that OhHi may terminate an end user's access to Customer's Web Site for noncompliance with OhHi's AUP. OhHi may thus terminate such end user's access to Customer's Content even if the end user has not violated Customer's own terms and conditions of use of its Web Site. OhHi acknowledges that Customer may terminate a User's access to Customer's Content for noncompliance with Customer's terms and conditions.
Customer acknowledges that the Internet is not a secure or completely reliable system, and that the purpose of the Services is to allow end users easy access to Customer's Content. OhHi will take those precautions OhHi deems reasonable in its sole discretion to secure Customer's Web Site from attack, but OhHi makes no warranty that there will be no outages or interruptions of service, or that Customer's Content will be secure against attack of any form by end users or other third parties.
OhHi shall have no duty or obligation to monitor Customer's Content or any other Content provided or distributed by others, and OhHi shall not edit or otherwise exercise any control over Customer's Content. Nevertheless, OhHi may, in its sole discretion at any time, without notice to Customer, and without liability to Customer, remove from public view, disconnect, or terminate the hosting of any of Customer's Content or other Content that OhHi deems in its sole discretion to be offensive or illegal, for any one or more of the following reasons: (i) the content is adjudicated to be in violation of the laws of the state where the server resides; illegal or sexually explicit Content or activities, or any Content that allegedly violates the law, rules or regulations of any country or subdivision thereof; (ii) the content constitutes harassment of Users, including, but not limited to, by means of Customer's billing practices; or (iii) Customer's noncompliance with or material breach of any of the terms and conditions of the AUP or this Agreement; or (iv) claims made by third parties against OhHi that Customer or any of its end users has engaged in one or more of the above practices.
Customer agrees Customer will NOT approach any employees of OhHi and its affiliates with proposals to hire them as its own employees or contractors. If you were to hire any of OhHi's employees, you agree to pay OhHi for each employee hired the greater amount of three (3) years' salary for that employee as you are to pay such employee, or £100,000.
Customer shall indemnify and hold harmless OhHi from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys fees and fees attributable to in house legal personnel, arising from or relating to Customer's provision, or an end user's use, of Customer's Content, or any act, error, or omission of Customer in connection therewith, including but not limited to matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property or other right; or violation of any applicable law. This indemnification is in addition to any indemnification required under the UDRP or any similar policy.
CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". OHHI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. OHHI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ABILITY OF THE SOFTWARE TO PERFORM WITHOUT LIMITATION OR RESTRICTION IN ANY GIVEN ENVIRONMENT (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (III) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (IV) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND OHHI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY OHHI, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES) WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
OHHI ASSUMES NO RESPONSIBILITY WITH RESPECT TO CUSTOMER'S OR END USER'S USE OF THE SERVICES AND SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS, LOST REVENUE OR PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF OHHI IS AWARE OF THE POSSIBILITY THEREOF. OHHI SHALL IN NO EVENT BE LIABLE IN AGGREGATE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY IT FROM CUSTOMER FOR THE SERVICES DURING ANY 12-MONTH PERIOD.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS SITE OR THE SERVICES FOUND AT THIS SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
You may terminate your right to access and use the Service only by logging in to customercare.OhHi.com and following the instructions available. For security reasons, OhHi requires that you authenticate any cancellation, including paying the stated termination fee where applicable (i.e. Merchant Services, etc.). Failure to do so will result in the cancellation request not being processed and you will be liable for all recurring fees until such authentication is complete. PLEASE NOTE that a cancellation of a particular Service may not cancel all Services associated with your account.
OhHi may terminate this Agreement and/or your right to access and use the Service, in whole or in part, at any time and for any reason. OhHi reserves the right, but not the obligation, to cancel or suspend your Service if your site(s) causes a sudden significant increased draw on system resources (i.e. a DDOS attack) that in OhHi's sole opinion impairs its ability to provide Services to other customers. OhHi also reserves the right to immediately terminate this Agreement and/or your right to access and use the Service, in whole or in part, if OhHi finds that you have been abusive to OhHi employees.
Upon expiration or effective termination of the Service by either party for any reason, (a) OhHi will cease providing the Service, (b) you will not be entitled to any refunds of any usage fees or any other fees, pro rata or otherwise, unless OhHi terminates such Service without cause, and (c) any outstanding balance for your usage of the Service through the effective date of such termination or expiration will be immediately due and payable in full.
Customer may not assign this Agreement without the prior written consent of OhHi, which OhHi may refuse in its sole discretion. Any attempt by Customer to assign this Agreement without prior written permission shall be deemed null and void. OhHi may assign this Agreement, which shall be effective upon written notice provided to Customer.
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
OhHi supports the protection of intellectual property. If you would like to submit (i) a trademark claim for violation of a mark on which you hold a valid, registered trademark or service mark, or (ii) a copyright claim for material on which you hold a bona fide copyright, please refer to OhHi's Trademark and/or Copyright Infringement Policy referenced above and available.
To cover the increasing cost of processing abuse claims, OhHi reserves the right to charge Customer a processing fee for each instance of notification received from a legitimate copyright holder. OhHi reserves the right to suspend or terminate any Services if, upon notification, Customer fails to comply with a legitimate infringement claim within the specified time.
The Service, which includes but is not limited to, all intellectual property rights in the Service are, and shall remain, the property of OhHi or its licensor (as applicable). All rights not expressly granted to you in this Agreement are hereby expressly reserved and retained by OhHi and its licensors (as applicable). Without limiting the generality of the foregoing, you shall not (and shall not allow any third party to): (a) use the Service outside of the scope of the limited license herein granted, including but not limited to use for the sole purpose of obtaining a competitive advantage against OhHi; (b) sublicense, distribute, copy, modify, adapt, translate, or prepare derivative works from, to the Service; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of OhHi; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with OhHi (or any of its affiliates or licensors); (e) reverse engineer, disassemble, or decompile any software or otherwise attempt to discover any source code or trade secrets related to the Service, in any manner, except as permitted by applicable law; or (f) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service.
(i) Any notice or other communication ("Notice") required or permitted under this Agreement shall be in writing and either delivered personally or sent by facsimile, overnight delivery, express mail, or certified or registered mail, postage prepaid, return receipt requested, to the address listed above in this Agreement, for OhHi or the address provided in the application form submitted with the payment for Customer; (ii) a Notice delivered personally shall be deemed given only if acknowledged in writing by the person to whom it is given. A Notice sent by facsimile shall be deemed given when transmitted, provided that confirmation of that transmission was received. A Notice sent by overnight delivery or express mail shall be deemed given twenty-four (24) hours after having been sent. A Notice that is sent by certified mail or registered mail shall be deemed given forty eight (48) hours after it is mailed. If any time period in this Agreement commences upon the delivery of Notice to any one or more parties, the time period shall commence only when all of the required Notices have been deemed given; (iii) either party may designate, by Notice to the other, substitute addresses, addressees or facsimile numbers for Notices, and thereafter, Notices are to be directed to those substitute addresses, addressees or facsimile numbers.
Except for disputes governed by the Uniform Domain Name Resolution Policy, the laws of England shall govern the validity and construction of this Agreement and any dispute arising out of or relating to this Agreement, without regard to the principles of conflict of laws; and you hereby consent to (and waive all defenses of lack of personal jurisdiction and forum non convenes with respect to) the jurisdiction and venue of courts of London, England. You agree to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement. The parties specifically exclude from application to this Agreement from the United Nations Convention on Contracts for the International Sale of Goods.
If a ruling by any court that one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect shall not affect any other provision of this Agreement. Thereafter, this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had been amended to the extent necessary to be enforceable within the jurisdiction of the court making the ruling and to preserve the transactions originally contemplated by this Agreement to the greatest extent possible. The section and subsection headings have been included for convenience only, are not part of this Agreement and shall not be taken as an interpretation of any provision of this Agreement. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof, and there are no representations, promises, warranties, covenants or understandings with respect thereto other than those contained in this Agreement. Without limiting the generality of the foregoing, it is expressly agreed that the terms of any purchase order issued by Customer with respect to the Services provided under this Agreement shall not be applicable and that any acceptance of such purchase order by OhHi shall be for acknowledgment purposes only.
Failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of that term, covenant or condition or of any other term, covenant or condition of this Agreement. Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of that right or power at any other time. The remedies set forth in this Agreement are cumulative and are in addition to any other remedies allowed by law. Resort to one form of remedy shall not constitute a waiver of alternate remedies.
In addition to the general Terms of Service above, you also agree to be bound by the additional service specific terms applicable to the Services you purchase and/or use. The following Service Specific Terms and Policies are hereby incorporated by reference and will be binding upon the parties.
The free 10 day trial is limited to one operator using the standard package. If before the date of the expiry of the free trial the client then buys the OhHi software the remaining time on the free trial is cancelled. After the 10 day trial is finished the client will not be able to use the account and access to their admin area will be terminated.
OhHi grants you a limited, non-exclusive license to use the ecommerce solution as defined by the package you have selected for the sole purpose of operating an online store. All rights not expressly granted are hereby reserved by OhHi.
OhHi shall provide storage for the Software and content of Customer's Web Site and make it available for end-users to access (the "Hosting Services"). The servers used to provide the Hosting Services are physically located in the United States of America and as such all content will be subject to the laws thereof.
You agree OhHi has no control of availability of the Hosting Services on a continuous or uninterrupted basis. OhHi makes no warranty that the Hosting Services will be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, confidential information and property.
You further agree that as a normal course of its business, it may be necessary for OhHi to migrate its servers. As a result, even though you may have a dedicated IP, You may be assigned a different IP number. OhHi does not warrant that you will be able to consistently maintain Your given IP numbers.
Service Level Warranty
OhHi warrants that the network will be available 99.99% of the time in a given month. This service level warranty shall not apply to performance issues: (1) to the extent caused by factors outside of OhHi's reasonable control; (2) that resulted from any actions or inactions of Customer or any third parties not affiliated with OhHi, for example a DDOS attack on Customer's site or another customer's site hosted on the same server; (3) that resulted from Customer's equipment and/or third party equipment; (4) that resulted from software related issues; or (5) that are scheduled by OhHi for purposes of maintaining or updating the Web Site or the Software. The network availability measurement expressly excludes downtime caused by (1)-(5) above.
Subject to Section 17 of this Agreement, if you experience Network Downtime above and beyond the 99.99% availability, upon request OhHi will refund a customer 5% of the monthly fee for each 30 minutes of Downtime (up to and not to exceed 100% of customer's monthly fee). This is your sole and exclusive remedy for failure to meet the Service Level Warranty. "Network Downtime" exists when a particular customer is unable to transmit and receive data and OhHi records such failure in the OhHi trouble ticket system. Network Downtime is measured from the time the trouble ticket is opened by the customer to the time the server is once again able to transmit and receive data. If Customer fails to comply with this requirement, Customer forfeits its right to a receive service credit.
Web Site Content
You shall be solely responsible for providing, updating, uploading and maintaining your web site and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through your web site, including, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text. Your web site content shall also include any registered domain names provided by you or registered on behalf of you in connection with the Services. Notwithstanding anything in this Agreement to the contrary, in no event shall your web site violate OhHi's AUP or consist of pages containing any of the following types of content:
pornographic, obscene or excessively profane content;
content intended to advocate or advance computer hacking or cracking;
drug paraphernalia; or
hate, violence or racial or ethnic intolerance.
Information Shared with Partners
As a condition of purchasing and using the Hosting Services, you acknowledge and agree OhHi may provide your personal information to their partners, as required to provide the plans for which you are purchasing.
You acknowledge and agree OhHi shall have the right to seek justification in connection with your use of the Hosting Services, specifically your purchase of IP addresses, and you shall be obligated to provide any and all information reasonably sought by OhHi pursuant to such justification. You acknowledge and agree that you are required to begin using at least ninety percent (90%) of your purchased IP addresses within thirty (30) days of assignment of such IP addresses to you. In the event you do not begin using at least ninety percent (90%) of your assigned IP addresses, you acknowledge and agree OhHi shall have the right to reclaim any unused IP addresses after the expiration of such thirty (30) day period. In connection with such purchase, you acknowledge and agree that your name and justification may be disclosed to certain registries, including, but not limited to, the American Registry of Internet Numbers, in accordance with policies promulgated by any and all such registries and such information may be displayed publicly on the Whois database.
You represent and warrant to OhHi that:
Your Content does not and shall not contain any content, materials, data, work, trade or service mark, trade name, link, advertising or services that actually or potentially violate any applicable law or regulation;
infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person; and
that you own your web site content and all proprietary or intellectual property rights therein, or have express written authorization from the owner to copy, use and display the content on and within your web site.
You also warrant that the web site being hosted by OhHi will not be used in connection with any illegal activity. If you are hosting your web site on OhHi's servers, you are responsible for ensuring there is no excessive overloading on OhHi's DNS or servers. In the event you exceed your allotted bandwidth, compute cycles or disk space and thereby overload OhHi's DNS or servers, you shall be assessed any and all fees, costs and penalties associated with such overloading. You may not use OhHi's servers and your web site as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive activities. Server hacking or other perpetration of security breaches is prohibited and OhHi reserves the right to remove sites containing information about hacking or links to such information. Use of your web site as an anonymous gateway is prohibited. OhHi prohibits the use of software or scripts run on its servers that cause the server to load beyond a reasonable level, as determined by OhHi. You agree OhHi reserves the right to remove your web site temporarily or permanently from its servers if OhHi is the recipient of activities that threaten the stability of its network. You agree not to engage in unacceptable use of any Services, which includes, without limitation, use of the Services to:
in any application or situation where failure of the Services could lead to death or serious bodil injury of any person, or to severe physical or environmental damage;
disseminate or transmit unsolicited messages, chain letters, unsolicited commercial email, or unreasonably large volumes of email on a daily basis, provided, OhHi, in its sole discretion, may permit you, if you have a legitimate purpose and after request, to send more email than OhHi's standard SMTP relay limit;
disseminate or transmit any material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious;
disseminate or transmit files, graphics, software or other material, data or work that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person;
create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication;
export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions;
interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which You do not have authorization to access or at a level exceeding your authorization;
disseminate or transmit any virus, trojan horse or other malicious, harmful or disabling data, work, code or program;
engage in any other activity deemed by OhHi to be in conflict with the spirit or intent of this Agreement or any OhHi policy; or
use your server as an "open relay" or similar purposes.
OhHi prohibits the running of a public recursive DNS service on any OhHi server. All recursive DNS servers must be secured to allow only internal network access or a limited set of IP addresses. OhHi actively scans for the presence of public DNS services and reserves the right to remove any servers from the network that violate this restriction.
Storage and Security
At all times, you shall bear full risk of loss and damage to your web site and all of your web site content. You are entirely responsible for maintaining the confidentiality of your password and account information. You agree you are solely responsible for all acts, omissions and use under and charges incurred with your account or password or in connection with the Site or any of your web site content displayed, linked, transmitted through or stored on the Server. You shall be solely responsible for undertaking measures to:
prevent any loss or damage to your web site content;
maintain independent archival and backup copies of your web site content;
ensure the security, confidentiality and integrity of all your web site content transmitted through or stored on OhHi servers; and
ensure the confidentiality of your password.
OhHi's hosting servers are not an archive and OhHi shall have no liability to you or any other person for loss, damage or destruction of any of your content. You are solely responsible for the backup of your content. OhHi shall have no liability to you or any other person for your use of the Hosting Services in violation of these terms or any applicable law or regulation. You shall at all times use the Hosting Services as a conventional and/or traditional web site. You shall not use the Hosting Service in any way, as determined in OhHi's sole discretion, that shall impair the functioning or operation of OhHi's Services or equipment. You acknowledge and agree that OhHi has the right to carry out a forensic examination in the event of a compromise to your server or account.
In the event you terminate, moving your web site off of the OhHi hosting servers is your responsibility. OhHi will not transfer or FTP your web site to another provider. In the event your use of the Services is terminated, OhHi will not transfer or manage your Services or your web site content.
Additionally, in the event you elect to install or seek assistance from OhHi in connection with the installation of any third-party software, the following terms shall apply. You represent and warrant you have the right to use and install the third-party software, and have paid the applicable licensing fees for the third party software, and the third-party software does not and shall not infringe on the intellectual property rights of any other person or entity. You agree to defend, indemnify and hold harmless OhHi and its employees, officers and directors for, from and against any and all claims brought against OhHi and its employees, officers and directors by a third-party alleging the software infringes: (i) the third-party's rights; or (ii) a U.S. patent, trademark, copyright or other intellectual property right. You agree that in such an event you shall pay all resulting costs, damages, expenses and reasonable attorneys' fees that a court awards and settlements incurred by OhHi in connection with any such claims.
Suspension of Hosting Services
OhHi may suspend Services without liability if: (i) we reasonably believe that the Hosting Services are being used in violation of this Agreement or our Policies; (ii) you don't cooperate with our reasonable investigation of any suspected violation of this Agreement or our Policies; (iii) there is an attack on your hosted system or your hosted system is accessed or manipulated by a third party without your consent, (iv) we are required by law, or a regulatory or government body to suspend your Hosting Services; or (v) there is another event for which we reasonably believe that the suspension of Services is necessary to protect the OhHi network or our other customers. We will use commercially reasonable efforts to give you advance notice of a suspension under this paragraph of at least twelve (12) business hours unless we determine in our sole discretion that a suspension on shorter or contemporaneous notice is necessary to protect OhHi or its other customers from imminent and significant operational, legal or security risk.
If your website is the target of a DDoS or other attack, you consent to OhHi performing mitigation procedures with or without notice to you and without liability for any delay, disruption or interruption of service. Such procedures may include, but are not limited to, taking your website offline in order to isolate your website in a quarantine server, implementing ACL (access control lists), IP filtering, IP blocking, or any other mitigation techniques necessary to block the DDoS or other attack. Further, these techniques will remain in place until your website experiences at least 48 hours of continuous non-malicious, "normal" traffic.
If your website is moved to a quarantine Server, it will remain there for a minimum of 48 hours. After the initial 48 hour period, OhHi will evaluate all traffic targeting your merchant website. If any traffic targeting your merchant website is deemed to be malicious, in OhHi's sole discretion, your website will remain on said quarantine Server until it experiences 48 hours of continuous non-malicious, "normal" traffic.
Domain Name Registration
Generic Top Level Domain Registrations
OhHi is an accredited registrar with the Internet Corporation for Assigned Names and Numbers ("ICANN") for various generic top-level domain names.
You acknowledge that you have read, understood and agree to be bound by all terms and conditions of ICANN's Uniform Domain Name Dispute Resolution Policy (the "UDRP"), as amended from time to time, which is hereby incorporated and made a part of this Agreement by reference for all gTLD domain name registrations or renewals. You acknowledge that OhHi is a registrar bound by an agreement between OhHi and ICANN. You agree that OhHi may modify this agreement in order to comply with applicable law and the terms and conditions set forth by the ICANN and/or the Registry Administrator chosen by ICANN, as well as any registration rules or policies that may be published from time to time by OhHi.
No Guarantee of Registration or Renewal
As a domain name registrar, OhHi is, upon accepting your application to register or renew a domain name, your sponsor for that application. No domain name registrations shall be deemed effective unless and until we deliver the domain name registration or renewal application you provide us to the appropriate registry administrator, as applicable, and that registry administrator accepts your application and activates your domain name registration or renewal. You will be entitled to a refund only if your registration is unsuccessful.
You acknowledge and agree that OhHi does not guarantee that you will be able to register or renew a desired domain name, even if our systems indicate that domain name is available or you are able to complete an order with respect to such name. You also understand that OhHi cannot know with certainty whether or not the domain name which you are seeking to register is simultaneously being sought by a third party, or whether there are any inaccuracies or errors in the domain name registration or renewal process or related databases, including the various WHOIS or other registry databases. You also acknowledge and agree that OhHi is not responsible for any inaccuracies or errors in the domain name registration or renewal process. YOU ARE SOLELY RESPONSIBLE FOR MAKING SURE THAT YOUR REGISTRATION OR RENEWAL HAS BEEN PROPERLY PROCESSED. You further acknowledge and agree that OhHi may elect to accept or reject your application for registration or renewal for any reason at its sole discretion, such rejection including, but not limited to, rejection due to a request for registration or renewal of a prohibited domain name. You also acknowledge and agree that OhHi is not liable or responsible in any way for any errors, omissions or any other actions by any third party including any registry administrator arising out of or related to your application for and registration of, renewal of, or failure to register or renew a particular domain name.
By applying to register a domain name, or by asking us to maintain or renew a domain name registration, you hereby represent and warrant to us that (a) the statements that you made in connection with such registration, maintenance, or renewal are complete and accurate, and your contact information will be kept current; (b) the registration of the domain name will not infringe upon or otherwise violate the rights of any third party; (c) you are not registering the domain name for an unlawful purpose; and (d) you will not use the domain name in violation of any applicable laws, regulations, or OhHi's rules or policies. You agree and acknowledge that it is your responsibility to determine whether your domain name registration or use infringes or violates someone else's rights, including, but not limited to, whether any foreign language translations of your domain name, either between roman-alphabet languages, between non-roman alphabet languages, or between roman-alphabet and non-roman alphabet languages, infringe or violate someone else's rights.
Domain Name Registrant
When registering a domain name with us, you will be asked to designate a registrant for the domain name. The registrant of a domain name possesses all rights granted by OhHi under this Agreement to act with respect to that domain name and any other services obtained from OhHi for use with that domain name. These rights include (but are not limited to) the authority to terminate, transfer (where permitted by the Agreement), or modify such services, or obtain additional services.
IF A REGISTRANT TRANSFERS A DOMAIN NAME TO ANOTHER REGISTRAR OR TO A NEW REGISTRANT, THE OHHI SERVICES ASSOCIATED WITH THAT DOMAIN NAME MAY TERMINATE FOLLOWING THE TRANSFER.
During the registration process or thereafter, you must also designate an administrative contact. The administrative contact may be the same person or entity as the registrant, or may be different. The registrant may delegate certain of its rights to the administrative contact, including managing the domain name, purchasing additional services and transferring the domain name registration to a different registrar. The registrant is responsible for all actions or omissions of the administrative contact.
You are solely responsible for the credit card and billing contact information you, your agents or Point of Contact provide to OhHi and you acknowledge and agree that you will promptly inform OhHi of any changes thereto (e.g., change of expiration date or account number).
You acknowledge and agree that, to the extent necessary, it is your responsibility to: (1) provide all equipment, including a computer and modem, necessary for you to establish a connection to the Internet; and (2) provide for your own connection to the Internet and pay any telephone service fees associated with such connection.
You are solely responsible for ensuring the Services are renewed. OHHI SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THE RENEWAL OR ANY ATTEMPT TO RENEW THE SERVICES AS DESCRIBED HEREIN, INCLUDING, BUT NOT LIMITED TO, ANY FAILURE OR ERRORS IN RENEWING OR ATTEMPTING TO RENEW THE SERVICES. The foregoing limitation of liability is in addition to any other limitations of liability set forth in this Agreement.
Information and Its Use
You hereby acknowledge and agree that, in connection with your use of certain of OhHi's Services, you are required to provide certain information and to update promptly this information as needed to keep it current, complete and accurate.
In addition to such other information that OhHi may require you to provide in order to obtain the Services, OhHi requires that you submit the following information in connection with domain name registration, administration and renewal services.
Your full name (or the name of the entity and authorized contact person, if registration is for an organization, corporation or association), postal address, email address, voice telephone number, and fax number, where available;
The domain name being registered; and
The name, postal address, email address, voice telephone number, and where available, fax number for the registrant, administrative contact, technical contact and billing contact for the domain name registration.
You acknowledge and agree that when you renew a domain name registration, the type of information you are required to provide may have changed. If you do not wish to provide the new required information, the registration may not be renewed, in OhHi's sole discretion.
Additional Information Maintained
In addition to the information you provide, we maintain records relating to any domain name application received by OhHi, as well as any domain name registered through, administered, or renewed by OhHi. We also maintain records relating to other Services that we provide to you. These records may include, but are not limited to:
The original creation date of a domain name registration, renewal, or request for Services;
The submission date and time of a registration or renewal application, or request for Services to us and by us to the proper registry;
Communications (electronic or paper form) constituting submissions, forwarding, modifications, or terminations of service and related correspondence between you and us;
Records of your account, including dates and amounts of all payments and refunds;
The IP addresses of the primary nameserver and any secondary nameservers for the domain name;
The corresponding names of those nameservers;
The name, postal address, email address, voice telephone number, and where available, fax number of various contacts for the Services;
The expiration date of a domain name registration; and
Information regarding all other activity between you and us regarding your use of the Services.
In the event that (i) in applying for Service(s) or the registration of a domain name you are providing information about a third party, or (ii) you license a domain name registered in your name to a third party, you hereby represent and warrant that you have (a) provided notice to that third party of the disclosure and use of that party's information as set forth in this Agreement, and (b) obtained that third party's express consent to the disclosure and use of that party's information as set forth in this Agreement.
You acknowledge and agree that willfully providing inaccurate or unreliable information or willfully failing to update information promptly will constitute a material breach of this Agreement that will be a sufficient basis for cancellation of your domain name registration or Service(s), in our sole discretion. You further acknowledge and agree that your failure to respond for over fifteen (15) calendar days to an inquiry by OhHi concerning the accuracy of contact details associated with your domain name registration shall constitute a material breach of this Agreement and will be a sufficient basis for cancellation of your domain name registration.
You agree that OhHi (itself or through its third party service providers) is authorized, but not obligated, to use certain address or billing correction services to update and/or to change any address or billing information associated with your account (including, without limitation, registrant address, billing contact address, and credit card information), and you agree that OhHi may use such changed information for all purposes in connection with your account (including the sending of renewal notices or invoices or for automatic renewal charges).
Disclosure and Use of Information
You acknowledge and agree that OhHi may make available information you provide or that we otherwise maintain, to such public or private third parties as applicable laws require or permit, including, but not limited to, making publicly available, or directly available, some or all of such information: (i) for inspection by law enforcement officials (including in the case of potential criminal activity); (ii) to respond to criminal and civil subpoenas and court orders that reasonably appear to be valid; (iii) in connection with the sale of all or certain of our assets; (iv) to enforce or apply the terms of this Agreement; and (v) to protect the rights, property, or safety of OhHi, our users, or others, whether during or after the term of your use of the Service.
You further acknowledge and agree that OhHi may make publicly available, or directly available to third parties, some, or all, of the information you provide, for purposes of inspection (such as through our WHOIS service) or for targeted marketing and other purposes as required or permitted by applicable laws.
You hereby consent to any and all such disclosures, guidelines, limits and restrictions on disclosure or use of, information provided by you in connection with the registration of a domain name or use of any Services (including any updates to such information), whether during or after the term of your registration of a domain name or other Services. You hereby irrevocably waive any and all claims and causes of action you may have arising from such disclosure or use of information provided by you.
We will not process data about any identified or identifiable natural person that we obtain from you in a way incompatible with the purposes and other limitations which we describe in this Agreement.
OhHi will take reasonable precautions to protect the information it obtains from you from our loss, misuse, unauthorized access or disclosure or use, or alteration or destruction, of that information. However, OhHi will have no liability to you or any third party provided that such reasonable precautions are taken.
Transfers; Agents and Licenses
You agree that you may not transfer a domain name registration to another domain name registrar during the first sixty (60) days from the effective date of the initial domain name registration with us, or at any time after its expiration date unless the domain name is renewed with OhHi prior to initiation of the transfer of registrar. After that time, you may transfer your domain name registration to a third party domain name registrar of your choice, subject to our then-current policies and procedures.
You agree that, if you are using the Services for someone else, you represent and warrant that you have: (a) provided notice to that third party of your intent to purchase the Service(s); (b) obtained that third party's express consent to purchase the Service(s) on its behalf; and (c) the authority to nonetheless bind that person as a principal to all terms and conditions provided herein, including the UDRP. You accept liability for harm caused by wrongful use of the Services.
You agree that if you license the use of a domain name or other Service registered in your name to a third party, you nonetheless remain the Service holder of record, and remain responsible for all obligations under this Agreement, including but not limited to payment obligations, and providing (and updating, as necessary) both your own full contact information, and accurate technical, administrative, billing and zone contact information adequate to facilitate timely resolution of any problems that arise in connection with the domain name registration or Service. As further required by ICANN, you shall accept liability for harm caused by wrongful use of the domain name registration, unless you promptly disclose the identity of the licensee to a party providing you with reasonable evidence of actionable harm.
System Performance Degradation
OhHi depends upon its own and third party, computer systems to provide the Services, and to provide timely information to OhHi's customer service team. Occasionally, these computer systems are subjected to exceptional volumes of incoming data, service requests, processes, electronic mail messages, and/or WHOIS queries that result in significant degradation of system processing and response time. Regardless of the reason, in those instances when there is system performance degradation, OhHi reserves the right, in its sole discretion, to filter or block electronic messages, data and/or processes originating from or traveling to the identified sources of the high volume traffic. OhHi will attempt to selectively restore service after system performance returns to normal limits, provided that such restoration does not result in an adverse impact on the system. OhHi further reserves the right to permanently filter or block repeated sources of high volumes of electronic traffic.
Finally, you acknowledge and agree that if your server is involved in an attack on any computer system, either with or without your knowledge or complicity, your account will be shut down while the matter is investigated and resolved in OhHi's absolute discretion.
Suspension, Cancellation, Transfer or Modification of Service(s)
You acknowledge and agree that OhHi may suspend, cancel, transfer or modify your use of the Services at any time, for any reason, in OhHi's sole discretion and without notice to you. You also acknowledge and agree that OhHi shall not be liable to you or to any third party for any such modification, suspension or discontinuance of the Services. Without limiting the foregoing, OhHi may, in its sole discretion, suspend, cancel, transfer or modify a domain name registration (a) to correct mistakes made by OhHi, another registrar, or the applicable registry administrator, (b) to resolve a dispute related to that domain name, (c) within thirty (30) calendar days of the creation date of that domain name registration, (d) if you materially breach this Agreement (including any applicable additional rule or policy) and do not cure such breach within five (5) calendar days of notice by OhHi, (e) if you use the domain name registered to you to send unsolicited commercial advertisements in contradiction to either applicable laws or customary acceptable usage policies of the Internet, or (f) if you use a domain name in connection with unlawful activity.
Ownership of Customer Content
Customer acknowledges and agrees that (a) unless expressly stated elsewhere, OhHi has no proprietary, financial, or other interest in Customer's Content; (b) OhHi does not, by virtue of offering or hosting Customer's Content, edit, distribute, market, sublicense, publish, or otherwise provide Customer's Content to end users; and (c) Customer is solely responsible for the information, data, graphics, text, quality, performance, and all other aspects of its Content. Customer warrants that it owns or has the right to use and offer the Content in connection with Customer's Marks in the manner in which such Content is offered and will be offered by Customer during the term of this Agreement.
Protection of Content
Customer acknowledges and agrees that Customer is solely responsible for ensuring the integrity of its Content. Although OhHi may, from time to time, provide data backup services, Customer is advised that OhHi is not an insurer and is in no way responsible for any damages resulting from the loss of Customer's Content, regardless of the reason for such loss. Customer is solely responsible for backing up/archiving Customer's Content.
Grant of License
Custom Work Product, Software, OhHi's Content, OhHi Technology, the Generic Modules, and all Intellectual Property rights contained therein are and will remain the sole and exclusive property of OhHi.
OhHi's Rights to Customer Content
Customer grants to OhHi a non exclusive, worldwide, perpetual, royalty free license to reproduce, modify, display, perform, adapt, transmit, distribute, improve, and otherwise use customer content in connection with OhHi's performance under this Agreement.
OhHi's Right to Re-Use Deliverables
Customer understands and specifically acknowledges that OhHi may, in its sole discretion, use some or all of the Deliverables (excluding content provided by customer) in the future in commercial development projects for other customers. Nothing in this Agreement shall be construed to limit OhHi's right to do so or to use any information in non-tangible form retained by OhHi as ideas, information and understandings retained in the human memories of its employees, contractors and agents, provided that OhHi may only use information of general applicability and not Customer's Confidential Information. This provision shall not be construed to operate to grant OhHi any rights under Customer's patents or copyrights.
Customer to Cooperate
Customer will provide reasonable assistance and cooperation to OhHi to acquire, transfer, maintain, perfect, and/or enforce the Intellectual Property rights in the web site (excluding content provided by Customer) and Custom Work Product, including, but not limited to, execution of a formal assignment or such other documents as may be reasonably requested by OhHi. Customer hereby appoints the officers of OhHi as Customer's attorneys in fact to execute such documents on Customer's behalf for this purpose.
To the extent that Customer has any interest or right with respect to the Deliverables, such interest or right shall be subject to (and Customer hereby grants to OhHi) a security interest to the extent of the difference between the payments that are due and the payments that are actually made by the Customer for such Deliverables. Upon request of OhHi, Customer shall execute any instrument required to perfect such security interest.
OhHi Services; Client Obligations
Once all required Customer Content (defined below) is received and processed by OhHi, OhHi shall use commercially reasonable efforts to provide the deliverables (as defined in the applicable Order) and related services (the "Services") in accordance with the applicable Order. Customer shall provide OhHi all necessary materials, data or intellectual property owned or controlled by Customer that are necessary to completion of the Services (collectively generally "Customer Content") in a timely fashion free and clear of any royalty obligations, and in a digital format suitable for reproduction and satisfactory to OhHi. OhHi reserves the right but not the obligation to edit, reject or refuse to include in the Deliverables any Customer Content that OhHi deems to violate its AUP, is in violation of local, state, or federal laws, or otherwise inappropriate. Customer understands the any proposals provided by OhHi are considered proprietary and confidential information of OhHi and that OhHi is providing such information to Customer based on Customer's agreement to hold all such information in the strictest confidence and not disclose any such information to any third party, other than those employees of Customer who are bound by obligations of confidentiality and who need to know the information disclosed herein for purposes of evaluating whether to order the Professional Services.
Fees and Invoicing
Subject to the terms and conditions of this Agreement, Customer shall pay the fees set out in each Order. Unless otherwise indicated on the applicable Order, fees shall begin to accrue on the date 35 calendar days after the execution of the applicable Order (whether or not Customer has complied with its obligations set forth above). Failure to timely pay fees due hereunder gives OhHi the right to stop providing Professional Services under any active Order. OhHi may, at any time, set-off any amounts due to Customer against any amounts owed by the Customer to OhHi, whether pursuant to this Agreement or otherwise. Notwithstanding OhHi's exercise of any of the foregoing, OhHi reserves the right to exercise any other rights or remedies available to OhHi under this Agreement or applicable law.
Customer hereby grants to OhHi a nonexclusive, worldwide, perpetual, sublicensable, royalty-free license to use, store, display, perform, reproduce, modify, transfer and transmit such Customer Content for the purpose of performing Professional Services for Customer, and such other purposes as may be reasonably contemplated pursuant to this Agreement. As between OhHi and Customer, any preexisting intellectual property, including, but not limited to, trademarks, trade names, logos, ideas, concepts, techniques, processes, software, HTML code, source files, previously recorded content, stock footage and the like, (collectively, "OhHi Content"), whether or not reduced to a tangible form or medium, that OhHi incorporates or includes in the deliverables, belongs exclusively to OhHi. As between the parties, all intellectual property and proprietary rights in the deliverable are retained exclusively by OhHi except to the extent otherwise expressly provided in the Order. Subject to full payment by Client of all amounts due hereunder, OhHi hereby grants to Customer a nonexclusive, worldwide, perpetual, royalty free license to use, store, display, perform, reproduce, modify, distribute, transfer and transmit the deliverables and any OhHi Content that OhHi incorporates or includes in such deliverables, provided, however, that any use of OhHi logos, trademarks and service marks shall be used solely in compliance with OhHi's then published guidelines, and subject to OhHi's written approval prior to any use. Customer understands and agrees that OhHi may repurpose and reuse the OhHi Content and deliverables (excluding any Customer Content incorporated or included therein) with other customers and projects.
OhHi may provide Customer with certain services that require OhHi to store Customer Content and/or other data on servers owned or controlled by OhHi ("Stored Content"). To the extent that OhHi agrees to provide such services to Customer, Customer hereby grants OhHi the right and license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Stored Content as necessary for OhHi to perform its obligations under this Agreement. OhHi shall implement reasonable security procedures to protect the Stored Content from unauthorized access. If OhHi adheres to such reasonable security procedures, as the same may be revised from time to time, there is a conclusive irrebuttable presumption that OhHi has satisfied the foregoing obligation. Unless otherwise expressly agreed by OhHi in writing, Stored Content may be returned to Customer or deleted or destroyed, at OhHi's sole discretion, at any time and in no event will OhHi be obligated to retain any Stored Content for longer than one year. Customer is solely responsible for creating back-ups of the Stored Content, and for reconstruction of Stored Content that is lost, deleted or destroyed for any reason. Although OhHi believes that it takes reasonable precautions to prevent loss, alteration, or improper access to Stored Content, OhHi makes no guarantees that any such loss, alteration of improper access will be prevented. Under no circumstances shall OhHi be held responsible or liable for situations where the accuracy, security, stability or availability of Stored Content is compromised by: the Customer directly, by software or programs provided to OhHi by Customer, actions OhHi undertakes at the request of Customer, the performance or failure of any equipment, telecommunications service, Internet connection, Internet service provider, or any other third-party provider, or any other failure or problem not specifically attributable to OhHi, or by any third party's action by illegal or illicit means, including situations where Stored Content is accessed or compromised through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to OhHi at the time). IN THE EVENT THAT STORED CONTENT IS LOST, DELETED, DESTROYED OR DAMAGED DUE TO THE NEGLIGENCE OF OHHI, OHHI'S AGENTS OR EMPLOYEES, CLIENT'S SOLE AND EXCLUSIVE REMEDY SHALL BE THE RESTORATION BY OHHI FROM CUSTOMER'S BACK-UP OF SUCH LOST, DELETED, DESTROYED OR DAMAGED STORED CONTENT, PROVIDED, HOWEVER, THAT SUCH RESTORATION CAN REASONABLY BE PERFORMED BY OHHI, AND PROVIDED, FURTHER, THAT CUSTOMER FURNISHES OHHI WITH ALL BACK-UP COPIES OF STORED CONTENT NECESSARY FOR SUCH RESTORATION. Upon Customer's reasonable request, OhHi will use commercially reasonable efforts to make available a copy of Customer's Stored Content so that Customer may make provisions for secondary off-site storage of such Stored Content, provided that such efforts may incur additional fees payable by Customer.
Disclaimer of Warranties; Limitations of Liability
IN ADDITION TO THE WARRANTY DISCLAIMERS AND LIMITS OF LIABILITY IN THE AGREEMENT ABOVE, OHHI FURTHER DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF CORRECTNESS, ACCURACY, RELIABILITY, COMPATIBILITY, COMPLETENESS, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. OHHI DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE USE OF OR THE RESULTS DERIVED FROM THE DELIVERABLES OR ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER IN TERMS OF LEAD GENERATION, INCREASE IN BUSINESS OR OTHERWISE.
Abuse, Trademark, Copyright
Whether you are the holder of a trademark, service mark, or copyright, OhHi is committed to helping you protect your legal rights. Therefore, we have established the following policies for considering trademark and/or copyright infringement claims.
Copyright and Trademark Claims
To notify OhHi that there has been a copyright or trademark violation, please follow the specific instructions in (A) for filing a trademark claim, or (B) filing a copyright complaint.
If you are responding to a complaint of infringement, you will need to follow our Counter Notification policy in (C).
1. If you (the "Complaining Party") would like to submit a trademark claim for violation of a mark on which you hold a valid, registered trademark or service mark (registered with the United States Patent and Trademark Office or, for foreign marks, registered with the appropriate intellectual property organization of your country; state registrations are not considered valid for these purposes), OhHi requests that the Complaining Party substantiate such claim by providing the following information via email to abuse@OhHi.com. The words "Trademark Claim" should appear in the subject line.
To be considered effective, a notification of a claimed trademark violation must include the following information:
The trademark, service mark, trade dress, name, or other indicia of origin ("mark") that is claimed to be infringed, including registration number.
The jurisdiction or geographical area to which the mark applies.
The name, post office address and telephone number of the owner of the mark identified above.
The goods and/or services covered by or offered under the mark identified above.
The date of first use of the mark identified above.
The date of first use in interstate commerce of the mark identified above.
A description of the manner in which the Complaining Party believes its mark is being infringed upon.
Sufficient evidence that the owner of the website that is claimed to be infringing is aOhHi customer.
The precise location of the infringing mark, including electronic mail address, etc.
A good faith certification, signed under penalty of perjury, stating:
The content of the website [identify website] infringes the rights of another party,
The name of such said party,
The mark [identify mark] being infringed, and
That use of the content of the website claimed to be infringing at issue is not defensible.
Upon receipt of the appropriate information identified in Section 1 above, for trademark claims, OhHi will initiate an investigation. While OhHi is investigating the claim, OhHi, at its sole discretion and without any legal obligation to do so, notify the posting party it will lock down the posting party's domain name(s), redirect the posting party's DNS, forward the Complaining Party's written notification to the posting party, and/or if it is solely stored on a OhHi server, temporarily remove or deny access to the challenged material.
If OhHi concludes that the Complaining Party has raised a legitimate trademark claim, it may, at its sole discretion and without any legal obligation to do so, continue to suspend the posting party's OhHi account and/or if it is solely stored on aOhHi server, deny access to the challenged material. If OhHi concludes that the Complaining Party has not raised a legitimate claim or if it is not clear whether the Complaining Party has raised a legitimate claim, OhHi will restore access to the challenged material subject to a valid court order.
The Complaining Party should understand that OhHi, an ICANN accredited registrar, and its customers are bound by the UDRP. Nothing in this Policy should be construed to supersede the UDRP, nor the obligation of OhHi and its customers to abide by it in the context of domain name disputes.
If the Complaining Party would like to submit a copyright claim for material on which you hold a bona fide copyright, OhHi requests that the Complaining Party substantiate such claim by providing OhHi with the following information via email to abuse@OhHi.co.uk. The words "Copyright Claim" should appear in the subject line. To be considered effective, a notification of a claimed copyright infringement must be provided to OhHi and must include the following information:
An electronic signature of the copyright owner, or a person authorized to act on behalf of the owner, of an exclusive copyright that has allegedly been infringed.
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works on that site.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit OhHi to locate the material.
iv. Information reasonably sufficient to permit OhHi to contact the Complaining Party, such as an address, telephone number, and, if available, an electronic mail address at which the Complaining Party may be contacted.
A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is the owner, or is authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.
For Copyright Claims, upon receipt of appropriate notification from the Complaining Party, pursuant to Section 1 of Copyright Claims above, OhHi will remove or disable access to the material that is claimed to be infringing.
If the Complaining Party provides OhHi with appropriate notification, pursuant to Section 1 of Copyright Claims above, including information reasonably sufficient to permit OhHi to locate and remove or disable the material in question, or includes information concerning repeat infringement, then OhHi will forward the Complaining Party's written notification to such alleged Infringer and shall take reasonable steps promptly to notify the Infringer that it has removed or disabled access to the material.
Counter Notification Policy
Counter Notification. If you have received a notice of copyright or trademark infringement, you may provide Counter Notification by emailing abuse@OhHi.co.uk and including the following:
An electronic signature of the Infringer.
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
A statement under penalty of perjury that the Infringer has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
The Infringer's name, address, and telephone number, and a statement that the Infringer consents to the jurisdiction of the Federal District Court for the judicial district of Texas, or if the Infringer's address is outside of the United States, for any judicial district in which OhHi may be found, and that the Infringer will accept service of process from the Complaining Party or an agent of such Party.
Upon receipt of a Counter Notification as described in Section 1 above, OhHi shall promptly provide the Complaining Party with a copy of the Counter Notification, and inform such Party that it will replace the removed material or cease disabling access to it in ten (10) business days. OhHi will replace the removed material and cease disabling access to it in not less than ten (10), nor more than fourteen (14), business days following receipt of the Counter Notification, unless OhHi first receives notice from the Complaining Party that such Complaining Party has filed an action seeking a court order to restrain the Infringer from engaging in infringing activity relating to the material on OhHi's system or network.
It is OhHi's policy to provide for the termination, in appropriate circumstances, of OhHi customers and account holders who repeatedly violate this policy or are repeat infringers of copyrighted works, trademarks or any other intellectual property.
To cover the increasing cost of processing abuse claims, OhHi reserves the right to charge Customer a processing fee for each instance of notification received from a legitimate copyright holder. OhHi reserves the right to suspend or terminate any Services if, upon notification, Customer fails to comply with a legitimate infringement claim within the specified time.
OhHi collects basic client information to make your support experience the very best on the Internet. We respect your privacy, and we assure you that we will maintain and use this information responsibly.
OhHi gathers navigational information about where you go on our Web site. This information allows us to see which areas are most visited. This helps us improve the quality of visitors' online shopping experiences by recognizing and delivering more of the features, services and products our visitors prefer. Additional non-personally identifiable information (i.e. domain type, browser version, service provider and IP address) may be collected which will provide information regarding your use of our Web site (such as the time of your last visit to a page on our site).
Disclosure of Personal Information
Any information you provide to us at this site when you establish or update an account, purchase credits online or request information (i.e. name, address, e-mail address, telephone number and credit card information), is maintained in private files on our secure Web server and our internal systems. This information is used to enable OhHi to deliver services to you. To ensure compliance with federal law, OhHi does not maintain information provided by children under the age of 16.
You should be aware that we may disclose specific information about you if necessary to do so by law or based on our good faith belief that it is necessary to conform or comply with the law or is necessary to protect the users of our Web site, the site or the public.
OhHi does not sell, rent or trade your e-mail address to third parties. We may, however, use third parties to help us provide services and marketing to you, such as fulfilling orders, processing payments, monitoring site activity, conducting surveys, and administering e-mails. If personally identifiable information (i.e. name, address, e-mail address, telephone number) is provided to any of these third parties, we will require that such information be maintained by them in strictest confidence.
Updating Personal Information
We prefer to keep your personal information accurate and up-to-date. To do this, we provide you with the opportunity to update or modify your personal information including billing and shipping information by logging into your account.
Use of Forums / Discussion Boards
None of the information contained on our Website is medical, legal, business, or other advice or opinion of OhHi. Any opinion expressed via this service is that of its author. Users are reminded that postings are automatic, instantaneous, and are not pre-reviewed. Additional facts and information on legal or other developments may affect the subjects discussed. Confidential information should not be discussed. OhHi assumes no responsibility for the content or consequences, direct or indirect, of communications by users.
For your convenience, our Web site may contain links to other sites. OhHi is not responsible for the privacy practices or the content of such Web sites.
Questions/Changes in Policy
OhHi believes in providing a safe and secure shopping experience for all of our clients. We provide stringent and effective security measures on our Web site.
It is our policy to never send private information, such as your credit card number, via e-mail. In fact, this is a practice we recommend you adopt in all of your Internet activities.
Acceptable Use Policy
In order to maintain our system integrity and resources we expect our customers to act responsibly. When you use any OhHi services, in any form, you automatically agree to the following Conditions.
OhHi maintains high standards and values, and expects the same from its customers. We reserve the right to suspend or cancel a customer's access to any or all Services provided when we decide, in our sole discretion, that the account has been inappropriately used. In short we may decline Services because of:
Adult Material (as described below)
Use of the Services in a manner in which it was not intended
Use of the Services in a manner which does not conform to OhHi's values
Adult Material Policy
OhHi maintains a strict "No Adult Material Policy". Any presentation of material that is sexual, pornographic or obscene in nature, as determined in OhHi's sole discretion, will not be allowed. By way of example and not limitation, "Adult Material" includes any of the following:
Any photos or videos showing frontal nudity on either men or women.
Any photos or videos showing any sexually explicit nudity.
Any audio clips or text containing sexually explicit material.
Any explicit adult toys such as vibrators, etc.
Any sites with direct links to other sites containing such material.
Any site engaged in the sale of sexually explicit items.
If your site contains material that you are unsure about, please let us know before placing the order.
OhHi will only provide access to an account to the designated Owner or Point of Contact of that account regardless of whether someone else maintains, pays for or otherwise administers the account. The "Owner" of the account is the person or entity whose name was used to set up the account. Only the Owner will be authorized to transfer the ownership of the OhHi store or other Services. OhHi is not a court of law and will not arbitrate or adjudicate disputes between potential Owners. If there is a dispute of the named Owner's right to the store or Services, OhHi will comply with any court order or settlement agreement.
To transfer ownership of one of your OhHi store orders, we will need a signed, notarized copy of the Transfer of Ownership form . As an alternative, you may send a faxed copy of a notarized contract or sales agreement signed by both current and new account holders as long as it specifically mentions the OhHi account as part of the sales agreement
Then the new owner must visit our website and purchase a separate store order. In the comments section of the form, write, "Ownership transfer request; please mirror www._______.com. If the new owner intends to use the domain name configured on the original account, we will have to cancel the original account so that we can set up the new account. If the new Owner intends to use a new domain name, we will keep the original account active and perform the mirror, in which case you would need to visit www.ohhi.co.uk and fill out the online cancellation form for your account once the data has been copied for the new Owner.
Please note that an existing SSL certificate cannot be transferred from the existing account to the new account. A new one will need to be added to the new order, or purchased separately later. Please be sure that the domain registration's WHOIS information matches the new order details. Note that the store will only be accessible at its new temporary address for up to 72 hours while the updated settings propagate.
In addition, email cannot be transferred along with store data. We recommend that you locally archive any sensitive email data prior to requesting transfer. If you have questions about how to do so, please contact Technical Support.
Please note that once the new Owner places a store order, we recommend that you place your store in maintenance mode and refrain from any administrative updates, as new data added during or after the copying procedure may fail to appear in new owner's store, and/or may cause duplication of database record ID#s. This will also prevent customers from placing orders which might be affected by the data copying. Since PCI guidelines prevent us from copying full credit card data, any order which is not captured prior to copying cannot be captured from the new, copied OhHi store.