Hosting Terms and Conditions

This website is controlled and operated by FieldCo from its offices within Canada. FieldCo makes no representation that the Products or Services, accessed through this website are appropriate or legally available for use in other locations. Those who choose to access the Products, Services, or the website from other locations do so of their own volition and are responsible for compliance with applicable local laws.

Individuals, organizations, and businesses located in countries subject to United States embargoes as well as any person, listed on the Canadian Treasury Department's list of Specially Designated Nationals, or listed on Canadian Commerce Department's Table of Denial Order or Entities List may not enter into agreements associated with the Products or Services available from FieldCo. By placing your order with FieldCo, you acknowledge that you are not such a person, organization or business.

HOSTING, DNR, BACKUP SERVICES, AND FIELDCO BUSINESS SOLUTIONS AGREEMENT

This Hosting and DNR, Backup Services, and FieldCo Business Solutions Agreement ("Agreement") is between the party placing the order for the Services (as defined below) or on whose behalf such order is placed by its authorized representative (the "Customer") and FieldCo Inc. ("FieldCo") and governs the hosting, related internet connectivity and/or other services (including, without limitation, hosting ("Hosting Services"), domain name registration services ("DNR Services"), data backup and storage services (the "Backup Services"), and FieldCo Business Solutions (the "Business Solutions")) (collectively, the "Services") specified in the service order form completed by or on behalf of Customer in connection herewith (as the same may be amended and supplemented from time to time by the parties hereto, the "Service Order"), which Service Order is incorporated herein by this reference.

General Provisions

FieldCo shall provide the Services as set forth herein and Customer shall pay the fees for the Services as specified on the Service Order. Payment is due for the initial term of the Services (as specified on the Service Order) when Customer places the order, and payment is due for each renewal term of the Services on the date specified in the applicable renewal notice from FieldCo (each, the "Due Date"). Amounts unpaid after the applicable Due Date shall accrue interest at the lesser of 1.5% per month and the maximum lawful rate ("Interest Rate"). FieldCo reserves the right to suspend or terminate Services to any account in payment default, which suspension or termination (irrespective of its cause) shall not relieve Customer of its obligation to pay the fees for the Services. FieldCo's refund policy can be found at http://www.fieldco.com/billing/refunds
This Agreement shall be effective as to the parties hereto upon Customer's acceptance of the terms hereof pursuant to the instructions set forth in on-line Services ordering process (the "Effective Date") and shall continue to the Expiration Date (as defined below). Unless (i) earlier terminated in accordance with the terms hereof, (ii) otherwise renewed for a specific renewal term, (iii) other than with respect to Hosting Services, DNR Services, or Backup Services, Customer has given FieldCo written notice of termination within 10 days following the date of FieldCo's renewal notice regarding the Services or (iv) FieldCo has given Customer written notice of termination, this Agreement shall renew and continue in effect for a renewal term equivalent in length to the term just ended (unless otherwise requested in writing by Customer) at FieldCo's then-current price for such term length for the Services as set forth in the applicable renewal notice from FieldCo. "Expiration Date" means the last day of the service term for which any Services are ordered (as per the applicable Service Order), with such service term being measured for purposes of this definition from the date FieldCo first makes the Services available for use by the Customer ("Commencement Date"), as extended by any renewal term. Any notice of termination must be given to FieldCo by providing the appropriate data online at http://www.fieldco.com/billing/cancellations. Products such as SSL and DNR are paid on an annual basis by a single annual payment. Any cancellation for these products made after the renewal date will not result in any pro-rating or refund for these products. FieldCo may use third-parties to provide products and services to our customers. A portion of related Services may be terminated or modified upon either the termination of the underlying agreement between FieldCo and the vendor providing third-party provided services or if FieldCo determines that the Services no longer meet FieldCo's specifications or standards. FieldCo may, at its sole discretion, replace these related Services with other Services that provide a comparable value.
As part of the Services (other than DNR Services, Backup Services, or Business Solutions), FieldCo provides servers, the associated operating system and other applicable software, equipment used for Internet connectivity and required space in a FieldCo data center (collectively, the "Equipment"). FieldCo acts solely as a provider or "reseller" of the Equipment it uses to provide the Services, which have been manufactured or otherwise provided by a third party. Customer's sole remedies for any malfunction or defect in the Equipment are the Service Level Agreements described in Section 12 below. FieldCo will perform the initial configuration of the Equipment and such maintenance and support Services as are specified on the Service Order. FieldCo will occasionally perform maintenance services which Customer acknowledges may require Equipment downtime, and in such event FieldCo will attempt to provide prior notice of such downtime. Customer shall supply (and shall cause its third-party suppliers to provide) FieldCo with such reasonable assistance as FieldCo requires to provide the Services. Customer is solely responsible for all other services not specified on the Service Order, which may include, without limitation, the management, administration and support of Customer's software and the software that is part of the Equipment once it is installed by FieldCo. In addition, Customer acknowledges and agrees that while FieldCo may perform certain backups as part of its internal operations with respect to the Services, such backups are not meant to be a complete disaster recovery solution for Customer and, as such, Customer is solely responsible for backup of its software and data residing on the Equipment.
FieldCo shall have no obligation to provide support and no liability for any interruption or deficiency in the Services resulting from (a) tampering or alteration of the Equipment by persons not authorized, or in a manner not explicitly required, by FieldCo or (b) the function or malfunction of hardware or software not supplied by FieldCo. Customer shall promptly report all alterations to Equipment or software initiated or implemented by persons not explicitly required by FieldCo and shall promptly implement any corrective procedures required by FieldCo. FieldCo exercises no control over, and specifically rejects any responsibility for, the content, accuracy or quality of information passing or obtained through or resident on the Equipment. Use of any information obtained via the Equipment is strictly at Customer's own risk.
In connection with the capitalized services, FieldCo may provide certain limited customer information to its third-party providers.
Customer and those using the Services through Customer shall at all times comply with the then-current version of FieldCo's Acceptable Use Policy specified at www.verio.com ("AUP") , which is incorporated into and made a part of this Agreement. FieldCo may amend the AUP from time to time, which amendments shall be effective upon their posting at such website. FieldCo may take any of the preventative or corrective actions specified in the AUP, up to and including suspension of the Services or termination of the Agreement, which suspension or termination shall not relieve Customer of its obligation to pay the fees for the Services. Customer acknowledges and agrees that FieldCo will provision the Services hereunder subject to its Privacy Policy, as amended from time to time, a copy of which is available at www.fieldco.com. Because FieldCo acts only as a conduit for transmission of data it is not subject to the Health Insurance Portability and Accountability Act (as per 65 FR 82476), or Gramm-Leach-Bliley Act (as per 16 C.F.R. �314.2(d)). Customer is solely responsible for complying with such statutes, rules and regulations, including, but not limited to, applicable PCI regulations, FACTA requirements, and state privacy laws that may apply to Customer.
Customer shall indemnify, defend and hold harmless FieldCo and its affiliates from and against any claims, causes of action, losses, damages, costs or expenses (collectively, "Claims") arising out of or relating to use by or through Customer of the Services in any way, including any breach of the AUP or these Terms and Conditions.
FieldCo reserves the right to monitor Customer's bandwidth and/or disk usage and to utilize technology to limit such usage to ordered amounts and/or to charge Customer for any excessive usage. FieldCo further reserves the right to suspend access to Customer's account, website, script or other application in the event FieldCo reasonably believes that such account, website, script or other application is the cause of interruptions in FieldCo's ability to provide services to other customers, which suspension or termination shall not relieve Customer of its obligation to pay the fees for the Services. In the event of any such suspension, FieldCo will notify Customer as soon as practicable so that Customer may take remedial action in order to regain access to its website, script or other application. Customer acknowledges and agrees that in an effort to control spam (i) FieldCo may utilize certain technologies to block incoming and outgoing email which FieldCo determines, in its sole discretion, may be spam, (ii) FieldCo servers will not accept connections from unsecured systems (including, without limitation, open relays, open proxies, open routers or any other system that has been determined to be available for unauthorized use), (iii) FieldCo may, in its sole discretion, reject connections from systems that use dynamically assigned or residential IP addresses, and (iv) FieldCo may, in its sole discretion, reject connections from any IP address that does not have reverse DNS (a PTR record).
SUBJECT TO SECTION 12 BELOW, FIELDCO MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR EQUIPMENT; AND DISCLAIMS ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. FieldCo shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, acts of God, earthquakes, labor disputes, changes in law, regulation or government policy, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, or any other such occurrences. Either party may terminate this Agreement if the failure or delay of performance caused by such event of force majeure continues for a continuous period of 10 business days.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR USE OF SERVICES BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. Notwithstanding anything to the contrary stated in this Agreement, Customer's sole remedies for any Claims relating to the Services are set forth in Section 12. In no event shall FieldCo's and its affiliates' aggregate, collective liability for any Claims (including negligence or otherwise), exceed the amount paid by Customer for the Services during the 12-months preceding the date the Claim occurred or arose.
Any Internet Protocol addresses ("IP Addresses") assigned to Customer by FieldCo in connection with the Services (i) shall be used only in connection with the Services and (ii) will require FieldCo to disclose certain Customer contact information to the applicable registry for Internet numbers. If for any reason Customer discontinues use of the Services or this Agreement terminates, Customer's right to use the IP Addresses shall terminate. FieldCo may change the IP Addresses immediately when required by a change in services requested by Customer or in order to perform emergency maintenance or otherwise provide Services to Customer, without prior notice. For any other reason, FieldCo may change the IP Addresses upon 30 days' written notice to Customer.
The Service Level Agreements ("SLAs"), if any, for the Services, which are incorporated into this Agreement and include commitments with respect to certain availability of the Services, are set forth at www.fieldco.com/termsofuse and set forth Customer's sole and exclusive remedies for Claims relating to the Services.
Customer acknowledges that all right, title and interest in any and all technology, including the software, that is part of or provided with the Services and any trademarks or service marks of FieldCo or third parties utilized in connection with the Services (collectively, "FieldCo Intellectual Property") are vested in FieldCo and/or in FieldCo's licensors. Unless otherwise specifically provided in this Agreement, Customer shall have no right, title, claims or interest in or to the FieldCo Intellectual Property. Customer may not copy, modify or translate the FieldCo Intellectual Property or related documentation, or decompile, disassemble or reverse engineer the FieldCo Intellectual Property, to use it other than in connection with the Services, or grant any other person or entity the right to do so. FieldCo may not use Customer's name, trademarks, trade names or other proprietary identifying symbols without the prior written consent of Customer, except that, unless otherwise specified on the Service Order FieldCo may use Customer's name on a list of sample customers for marketing purposes.
This Agreement shall be binding upon and inure to the benefit of Customer, FieldCo and FieldCo's successors and assigns. Customer may not assign this Agreement without the prior written consent of FieldCo, which consent will not be unreasonably withheld or delayed.
The validity, interpretation, enforceability and performance of this agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflicts or choice of laws.
This Agreement may not be amended by Customer except upon the written consent of Customer and an officer of FieldCo. Customer agrees that (i) this Agreement may be amended by FieldCo from time to time and (ii) any such amendments will be binding and effective immediately upon FieldCo's notification to Customer via (i) an email to Customer's current contact information in FieldCo's records or (ii) via Customer's Control Panel for the Services, if applicable. The continued use of any Services shall constitute Customer's acceptance of any such amendments. IF CUSTOMER DOES NOT ACCEPT ANY SUCH AMENDMENTS, CUSTOMER'S SOLE REMEDY SHALL BE TO REQUEST THAT THE AFFECTED SERVICES BE DISCONTINUED, OR WITH REGARD TO DNR SERVICES, THAT THE DOMAIN NAME REGISTRATION BE CANCELLED OR TRANSFERRED TO A DIFFERENT DOMAIN NAME REGISTRAR. In order to request the discontinuance of affected Services, Customer must (i) send a cancellation request to FieldCo through the means provided in Section 2 herein within 10 days of the date the email is sent by FieldCo or the date notification is posted on Customer's Control Panel, and (ii) pay all accrued but unpaid fees for the Services rendered to the date of cancellation.
All notices from FieldCo shall be deemed received by Customer when sent by FieldCo to Customer's current email contact on record or posted on Customer's Control Panel. Customer is solely responsible for ensuring that its contact information is kept up-to-date.
Customer consents to FieldCo's activation of a default "Welcome Page" which may appear when an Internet user requests Customer's registered domain name or website. This Welcome Page welcomes the user to Customer's temporary home page and may link to FieldCo websites, advertising and/or Internet search tools. The Welcome Page may appear unless and until Customer posts Customer's own content or changes the Welcome Page via the account's Control Panel.
This Agreement (including the Service Order(s) to which it relates) supersedes all previous and contemporaneous written and oral representations, understandings or agreements related to the Services set forth on the related Service Order(s). The terms of this Agreement shall control inconsistencies between this Agreement and any Service Order. The rights and obligations in this Agreement of the Parties which would be, by their nature or content, intended to survive the expiration or termination of this Agreement shall so survive. It is the explicit intention of the Parties that there are no third-party beneficiaries to this Agreement. No failure or delay on the part of either party to exercise, any right or remedy hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by law. No determination by a court of competent jurisdiction that any term or provision of this Agreement is invalid or otherwise unenforceable shall operate to invalidate or render unenforceable any other term or provision of this Agreement and all remaining provisions shall be enforced in accordance with their terms. This Agreement may be modified by FieldCo at any time.

Hosting Services Terms

This Section contains additional terms and conditions that, together with the General Provisions of this Agreement, govern Customer's purchase and use of the Hosting Services, if any, that have been ordered by Customer on the applicable Service Order. Hosting Services include the following products and services:
1. Shared Hosting ("Shared Hosting Services"):
  1. Basic, Enhanced, and Premium Hosting Plans for Unix and Windows ("Shared Business Hosting Services")
  2. Signature (Unix) Shared Hosting (1000, 2000, 3000, 4000)
  3. Signature Mini
  4. Windows Hosting 1000, 2000, 3000, 4000
  5. Bronze, Silver, Gold, Gold Plus, Platinum for Unix and Windows
  6. Shared Hosting for Windows (Professional, Executive, Elite)
  7. Ecommerce Shared Hosting (eStorefront Starter, eStorefront for Windows, eStorefront Business, eStorefront Manager, eStorefront Professional, eStorefront Developer)
  8. Virtual Web Servers for Windows (Basic, Pro, ProPlus)
  9. Managed Web Servers for Windows (Basic, Pro, ProPlus)
  10. SOHO
  11. Foundation, Professional, Advanced
2. Virtual Private Servers ("VPS Hosting Services")
  1. FreeBSD VPS v3 (Starter, Basic, Pro, ProPlus)
  2. Linux VPS (Starter, Basic, Pro, ProPlus)
  3. cPanel VPS (1, 2, and 3)
3. Managed Private Servers ("MPS Hosting Services"):
  1. FreeBSD MPS v3 (Basic, Pro, ProPlus)
  2. Linux MPS (Basic, Pro, ProPlus)
  3. cPanel MPS (1, 2, and 3)
Add-On Products and Features. Should Customer be eligible for and choose plans with Products and Features ("Hosting Add-Ons") provided by a Third-Party Provider, Customer understands and agrees that the Hosting Add-Ons are governed by the General and Hosting Terms listed here. In addition, Customer agrees to be bound by the Third-Party Providers' Terms and Conditions, as may be updated from time to time. Specifically, Hosting Add-Ons with additional Terms and Conditions include:
1. SEO Tools: Please see Exhibit D below for the SEO Tools Terms and Conditions of Service.
2. cPanel: Customers who purchase cPanel based plans agree to certain Terms and Conditions upon activation of their purchase. cPanel Terms and Conditions are also available here: www.cpanel.net/legal-agreements/cpanel-whm-eula.html.
3. Open-Source and Third-Party "Free" Tools and Add-Ons: FieldCo may occasionally provide access to certain free and open-source tools and add-ons (the "Free Add-Ons"). Free Add-Ons are each subject to their own licensing restrictions and requirements. FieldCo provides these solely as a courtesy and FieldCo does not provide any warranty or support for these tools. In addition, by installing these tools, Customer agrees that it is Customer's sole responsibility to update or upgrade each of these Free Add-Ons to the most recent version provided (except for courtesy Updates as described below). FieldCo is not responsible for any damage as a result of Customer's installation of these Free Add-Ons or Customer's failure to update or upgrade Free Add-Ons. For a list of the Free Add-Ons, please visit this page: www.fieldco.com/hosting. This page may be updated from time to time.
Hosting Add-Ons may be updated, modified for error and security fixes, or upgraded by FieldCo or the Third Party Provider with no notice to Customer ("Updates"). Unless FieldCo, under its sole discretion, provides courtesy Updates for Free Add-Ons, Customer agrees to run any Updates provided for Customer's installed Free Add-Ons. In addition, Hosting Add-Ons may be discontinued as set forth in Section 2 of the General Terms above. Customer agrees that neither FieldCo nor the Third Party Provider shall have any liability for any inconvenience or any other potential or actual damage to Customer as a result, directly or indirectly, of these Updates or discontinuation.
Representations and Warranties. Customer represents and warrants that (i) the manner in which the Hosting Services are directly or indirectly used shall not infringe the legal rights of any third party; (ii) all information provided in connection with any Customer registration is and shall remain accurate; and (iii) that Customer's use of Hosting Services will at all times be consistent with all applicable laws.
Fees and Payment. Customer agrees that Customer will pay all fees due according to the prices and terms applicable to the Services, which can be viewed on Customer's Control Panel. Any failure to follow all required procedures shall be at Customer's sole risk.
Cancellation; Reinstatement. In the event of a chargeback by a credit card company (or similar action by another payment provider allowed by FieldCo) in connection with the payments of the Services, FieldCo may suspend or terminate Customer's account immediately. FieldCo will reinstate Customer's Hosting Services solely at FieldCo's discretion, and subject to receiving FieldCo's then-current reinstatement fee.
Required Information. As part of the registration process, Customer will be required to provide certain information, including without limitation contact information such as Customer's full name, postal address, email address, telephone number and fax number, if available ("Personal Information"). Customer agrees to update this information promptly as needed to keep it current, complete and accurate, and to add such additional information as FieldCo may reasonably require from time to time. Customer may access Customer's Personal Information to review, modify or update such information through the Customer's Control Panel.
CUSTOMER AGREES THAT CUSTOMER'S WILLFUL PROVISION OF INACCURATE OR UNRELIABLE INFORMATION, WILLFUL FAILURE PROMPTLY TO UPDATE INFORMATION PROVIDED TO FIELDCO OR FAILURE TO RESPOND FOR MORE THAN FIFTEEN (15) CALENDAR DAYS TO INQUIRIES CONCERNING THE ACCURACY OF CONTACT DETAILS ASSOCIATED WITH ANY SERVICES SHALL CONSTITUTE A MATERIAL BREACH JUSTIFYING SUSPENSION OR TERMINATION OF SUCH SERVICES.
Use of Personal Information. Customer agrees and acknowledges that FieldCo will share Personal Information with third parties as applicable laws and/or policies may require or permit. Customer further agrees and acknowledges that FieldCo be permitted (and in some cases may be required) to make the Personal Information directly available to third party vendors, for purposes of inspection, targeted marketing or other purposes as required or permitted by applicable laws and/or policies.
FieldCo agrees that it will not process data about any identified or identifiable natural person that it obtains from Customer in a way incompatible with the purposes and other limitations described in this agreement, and will take reasonable precautions to protect the information it obtains from Customer from loss, misuse, unauthorized access or disclosure, alteration or destruction.
Third Party Information. In the event that Customer provides information about a third party in the course of any registration, Customer hereby represents and warrants that Customer has (i) provided notice to that third party of the disclosure and use of the party's information, and (ii) obtained that third party's express consent to the disclosure and use of that party's information as set forth herein. If Customer is setting up services for someone else, Customer represents and warrants that Customer has the authority to bind that person as a principal to all terms and conditions herein. If Customer licenses or otherwise permits third parties to use the Customer's account, Customer will remain the responsible contracting party hereunder, and will be responsible for all obligations under this agreement, including but not limited to payment obligations, and providing (and updating, as necessary) both Customer's own full contact information and accurate technical, administrative, and billing contact information adequate to facilitate timely resolution of any problems that arise in connection with the customer account.
Breach and Revocation. FieldCo reserves the right to suspend, cancel, transfer or modify any account immediately: (i) in the event Customer breaches any provision of this Agreement; or (ii) in response to an order from a court of competent jurisdiction, or arbitration award.
Bandwidth and Storage. Customer agrees to purchase the level of Hosting Services commensurate with the needs of its usage requirements. Customer's usage of Hosting Services may not adversely affect other customers. Customer agrees that if a server approaches capacity, FieldCo may take remedial action without notice to Customer and such action may affect Customer's account access, Customer's IP Address, or other information. Customer further agrees that if FieldCo determines, in its sole discretion, that Customer's bandwidth and storage space usage adversely affects other customers or FieldCo's systems, FieldCo may disable, suspend, limit, or terminate your Hosting Services without notice.
FieldCo's Shared Business Hosting Services. FieldCo's Shared Business Hosting Services are for reasonable, legitimate web-hosting and e-mail hosting purposes deemed suitable for a shared server environment ("Legitimate Web-Hosting Purposes") only. Using FieldCo's Shared Business Hosting Services for uses other than Legitimate Web-Hosting Purposes ("Non-Legitimate Web-Hosting Purposes") is prohibited. Customer agrees that whether Customer's usage constitutes Legitimate or Non-Legitimate Web-Hosting Purposes shall be determined solely at FieldCo's discretion. If FieldCo, in its sole discretion, determines that a Customer is using FieldCo's Shared Hosting Services for Non-Legitimate Web-Hosting Purposes, FieldCo may suspend, disable, limit, or terminate Customer's account without notice, which suspension, disablement, limitation, or termination shall not relieve Customer of its obligation to pay all applicable fees for the Services.
1. Legitimate Web-Hosting Purposes may include, but is not limited to reasonable standards based on average use by a typical customer at the applicable plan level and may include maintenance of:
  1. E-mail
  2. HTML Files
  3. XML Files
  4. Imbedded images such as JPEG or GIF, etc.
  5. Scripts such as PERL or PHP, etc.
2. Non-Legitimate Web-Hosting Purposes may include, but is not limited to:
  1. Maintenance of multimedia files for streaming video or audio in excess of 5 GB
  2. Online storage
  3. Data backups or archives
CUSTOMER AGREES THAT THE HOSTING SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. FIELDCO AND ITS SUPPLIERS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FIELDCO AND ITS SUPPLIERS AND SERVICE PROVIDERS MAKE NO WARRANTY THAT THE HOSTING SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES FIELDCO OR ITS SUPPLIERS OR SERVICE PROVIDERS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE HOSTING SERVICES.
NEITHER FIELDCO, NOR ANY OF ITS RESPECTIVE SUPPLIERS OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT FIELDCO'S, ITS RESPECTIVE SUPPLIERS' AND SERVICE PROVIDERS' ENTIRE AGGREGATE LIABILITY, AND CUSTOMER'S EXCLUSIVE REMEDY, WITH RESPECT TO ANY REGISTRATION SERVICES PROVIDED UNDER THIS AGREEMENT AND ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNTS PAID FOR SUCH SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

FieldCo's suppliers and service providers are hereby named as express third party beneficiaries with respect to any limitations on liability, disclaimers, indemnities, and other provisions that may limit any obligation that might otherwise be owed to Customer contained herein.

THE PARTY ACCEPTING THE TERMS OF THIS AGREEMENT IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH AT THE WEBSITE FROM WHICH THE SERVICES ARE ORDERED REPRESENTS AND WARRANTS THAT (I) IT IS A DULY AUTHORIZED REPRESENTATIVE OF CUSTOMER WITH FULL LEGAL AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT AS OF THE EFFECTIVE DATE AND (II) NEITHER IT NOR CUSTOMER IS (A) LOCATED IN A COUNTRY SUBJECT TO U.S. EMBARGOES, (B) LISTED ON THE U.S. TREASURY DEPARTMENT'S LIST OF SPECIALLY DESIGNATED NATIONALS, OR (C) LISTED ON THE U.S. COMMERCE DEPARTMENT'S DENIED PERSONS OR ENTITIES LISTS.

DNR Services Terms

This Section contains additional terms and conditions that, together with the General Provisions of this Agreement, govern Customer's purchase and use of the DNR Services, if any, that have been ordered by Customer on the applicable Service Order.
DNR Services. FieldCo has selected the following third party accredited registrars to provide domain name registration services: Melbourne IT Limited ("MelbIT") and Tucows ("Tucows") and, collectively, these are "Third-Party Registrars". FieldCo will select, at its sole discretion, which Third-Party Registrar to use at the time of purchase. Customer agrees that the following terms relating to domain name registration services ("DNR Services") constitute an agreement not only between Customer and FieldCo, but also directly between Customer and MelbIT or Tucows as applicable. The term "register" or "registration," as used in this Agreement, shall be read to include any initial registration, renewal or transfer of a domain name. The terms "you," "your," and "registrant" shall be read to mean "Customer."
Terms and Conditions of Third-Party Registrars. In addition to the General Terms and the DNR Services Terms contained herein, FieldCo is required by our Third-Party Registrars to provide Customers with additional Third-Party Registrar Terms and Conditions. Customer agrees to be bound by the Third-Party Registrars' Terms and Conditions as selected by FieldCo. Links to the Third-Party Registrar Terms and Conditions are below. Customer can ascertain which Third-Party Registrar's Terms apply to them by searching for their domain on www.whois.net after purchase.
1. The Third-Party Registrars' Terms and Conditions of Service:
  1. MelbIT: www.melbourneit.com.au/policies/gtldtermcond.php3
  2. Tucows: www.opensrs.com/docs/contracts/exhibita.htm
Terms and Conditions for Premium Domain Names. Premium Domain Name purchases are non-refundable. In addition to the General Terms and the DNR Services Terms (including the Third-Party Registrars' Terms and Conditions) contained herein, FieldCo is required by our Third-Party Registrars to have Customers who purchase Premium Domain Names agree to be bound by the following additional Terms and Conditions (the "Premium Terms and Conditions").
1. The Premium Terms and Conditions of Service:
  1. www.melbourneit.com.au/policies/policy-premium-domains.php
Acceptance of Applications. FieldCo and the Third-Party Registrars reserve the right to reject any domain name registration application for any reason. Customer agrees that neither FieldCo nor the Third-Party Registrars shall be liable for any loss or damage that may result from such rejection. All fees are non-refundable, in whole or part, even if Customer's domain name registration is suspended, cancelled or transferred prior to the end of Customer's then current registration term. FieldCo reserves the right to change fees, surcharges, renewal fees or to institute new fees at any time, for any reason, at its sole discretion. Customer's requested domain name will not be registered until FieldCo receives actual payment of the initial registration fee, and has confirmed Customer's registration in an email from FieldCo to the email address for the Administrative Contact indicated in Customer's registration application and/or or file.
Representations and Warranties. Customer represents and warrants that (i) neither the registration of the domain name nor the manner in which it is directly or indirectly used shall not infringe the legal rights of any third party; (ii) all information provided in connection with any domain name registration is and shall remain accurate; and (iii) that Customer's registration and use of domain names will at all times be consistent with all applicable laws.
Fees and Payment. Customer agrees that all payment obligations relating to any domain name registration are exclusively between Customer and FieldCo, including all costs and fees for moving or transferring such domain name. The Third Party Registrars shall not be liable for any refund or other payment to Customer in connection with the provision of registration services.
FieldCo will attempt to notify Customer by e-mail to the current account contact when renewal fees are due. FieldCo will renew Customer's domain name for Customer provided that the following conditions are met: (1) that Customer's credit card is available and up to date, and (2) that Customer has provided up-to-date contact information in the FieldCo Control Panel, unless Customer instructs FieldCo otherwise within the time specified in the renewal notice sent by FieldCo. Any failure for FieldCo to renew the domain name registration due to Customer's failure to follow all required procedures and conditions shall be at Customer's sole risk. Failure of Customer to respond to notification e-mails sent either by FieldCo or the Third-Party Registrars to Customer's current account or WhoIs contact information by calling FieldCo's Domain Services department may result in the domain name failing to renew. Any such failure shall be at Customer's sole risk.
Cancellation; Reinstatement. In the event of a chargeback by a credit card company (or similar action by another payment provider allowed by FieldCo) in connection with the payments of the registration fees or renewal for Customer's domain name registration, Customer agrees and acknowledges that the domain name registration shall be transferred to FieldCo as the paying entity for that registration to the registry and that FieldCo reserves all rights regarding such domain name including, without limitation, the right to make the domain name available to other parties for purchase. FieldCo will reinstate Customer's domain name registration solely at FieldCo's discretion, and subject to the domain name's availability, FieldCo's receipt of the initial registration or renewal fee, and FieldCo's then-current reinstatement fee.
Required Information. As part of the registration process, Customer will be required to provide certain information, including without limitation contact information such as Customer's full name, postal address, email address, telephone number and fax number, if available ("Personal Information"). Customer agrees to update this information promptly as needed to keep it current, complete and accurate, and to add such additional information as FieldCo or the Third-Party Registrars may reasonably require from time to time. Customer may access Customer's Personal Information and/or domain name registration information to review, modify or update such information through the domain name management tools FieldCo provides on Customer's Control Panel.
CUSTOMER AGREES THAT CUSTOMER'S WILLFUL PROVISION OF INACCURATE OR UNRELIABLE INFORMATION, WILLFUL FAILURE PROMPTLY TO UPDATE INFORMATION PROVIDED TO FIELDCO OR THIRD-PARTY REGISTRARS OR FAILURE TO RESPOND FOR MORE THAN FIFTEEN (15) CALENDAR DAYS TO INQUIRIES CONCERNING THE ACCURACY OF CONTACT DETAILS ASSOCIATED WITH ANY REGISTRATION SHALL CONSTITUTE A MATERIAL BREACH JUSTIFYING CANCELLATION OF SUCH REGISTRATION.
Use of Personal Information. Customer agrees and acknowledges that the Third-Party Registrars and FieldCo will share Personal Information with each other, with the Internet Corporation for Assigned Names and Numbers ("ICANN"), with registry administrator(s), and with other third parties as ICANN and applicable laws and/or policies may require or permit. Customer further agrees and acknowledges that FieldCo and/or the Third-Party Registrars shall be permitted (and in some cases may be required) to make the Personal Information publicly available, or directly available to third party vendors, for purposes of inspection (such as through WHOIS service), targeted marketing or other purposes as required or permitted by ICANN and applicable laws and/or policies. Customer hereby elects not to have Personal Information concerning its domain name registration available in a bulk access database.
Each of FieldCo and the Third-Party Registrars agree that it will not process data about any identified or identifiable natural person that it obtains from Customer in a way incompatible with the purposes and other limitations described in this agreement, and will take reasonable precautions to protect the information it obtains from Customer from loss, misuse, unauthorized access or disclosure, alteration or destruction.
Third Party Information. In the event that Customer provides information about a third party in the course of any registration, Customer hereby represents and warrants that Customer has (i) provided notice to that third party of the disclosure and use of the party's information, and (ii) obtained that third party's express consent to the disclosure and use of that party's information as set forth herein. If Customer is registering a domain name for someone else, Customer represents and warrants that Customer has the authority to bind that person as a principal to all terms and conditions herein, including the Dispute Policy. If Customer licenses or otherwise permits third parties to use the domain name, Customer will remain the responsible contracting party hereunder and the domain name holder of record, and will be responsible for all obligations under this agreement, including but not limited to payment obligations, and providing (and updating, as necessary) both Customer's 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 and domain name registration.
Changing Registrars. Under governing ICANN policies, domain name registrations may not be transferred to another registrar within sixty (60) days of initial registration. In addition, a transfer of a domain name registration to another registrar will be subject to the applicable registry's transfer policies.
Change of Ownership. If Customer wishes to transfer any domain name to another person or entity, Customer may request ownership transfer services by requesting a domain name ownership transfer through links provided in the support section of FieldCo's website at www.verio.com. Customer acknowledges and agrees that as a condition of any such transfer of ownership, the entity to which the domain name is transferred shall agree to be bound by all terms and conditions herein, the Dispute Policy and its accompanying rules and procedures, and all then-current Third-Party Registrars, ICANN, or FieldCo policies relating to domain name registration, including payment of fees for the domain name registration for a term of at least one year and other fees assessed by FieldCo.
Breach and Revocation. Each of FieldCo and the Third-Party Registrars reserves the right to suspend, cancel, transfer or modify any domain name registration immediately: (i) in the event Customer breaches any provision of this Agreement (including the Dispute Policy); (ii) as required or permitted by the Dispute Policy or any ICANN or registry policy or procedure; (iii) to correct any errors by the Third-Party Registrars, or any other registrar or the registry administrator; (iv) in order to resolve disputes concerning the domain name; or (v) in response to an order from a court of competent jurisdiction, or arbitration award.
Domain Name Registrar Transfers. If Customer is transferring a domain name from a different domain name registrar of record to FieldCo and the Third-Party Registrars, the following terms shall apply: In making the transfer request, Customer represents and warrants that: (i) Customer is the rightful holder of the registration for the domain name(s) to be transferred; (ii) Customer is not in default with respect to any obligations owed to the current registrar of record; (iii) Customer is not the subject of any pending bankruptcy proceeding; (iv) the domain name(s) are not currently the subject of any dispute or collection effort, including any attachment, levy, lien, garnishment, escrow or other proceedings; (v) Customer is legally authorized to request the transfer; and (vi) more than 60 days have passed since the domain name(s) was registered, transferred to a new registrar, or renewed. Customer agrees that neither FieldCo nor the Third-Party Registrars will have any responsibility for any obligations owed to the current registrar of record for the domain name(s) transferred, and Customer will be responsible for any costs that FieldCo or the Third-Party Registrars may incur in resolving any claims brought by any third party (including the current registrar of record) relating to this transfer. Subject to the disclaimer of liability below, Customer hereby authorizes FieldCo and the Third-Party Registrars to take all actions reasonably necessary to transfer the domain name(s), including contacting the current registrar of record and the registry.
Domain Name Search Process. FieldCo endeavors to make the domain name availability search process reliable; however, FieldCo does not guarantee availability of domain names or the accuracy or security of the WHOIS system. The registration process is not complete until the domain name requested by Customer has been registered in Customer's name with the appropriate registry. Because there are delays in the actual registration of a domain name with the appropriate registry, FieldCo is not responsible if domain names requested by Customer are actually registered to third parties. Customer acknowledges and agrees that registration of the domain name is not complete until Customer receives the final confirmation e-mail from FieldCo.
Disclaimer of Liability. To the extent permitted by law, Customer agrees that neither FieldCo nor the Third-Party Registrars, nor any of their respective suppliers or service providers, has any liability to Customer for any loss Customer may incur in connection with the processing of any registration or the transfer thereof to another registrar, or the processing of any authorized modification to the domain name's record during the covered period, or the failure by the Customer's agent to pay either the registration fee or renewal fee, or the failure by the Customer or Customer's agent to keep the Account Contact current and respond promptly to any notification, or as a result of the application of the provisions of the Third-Party Registrar's Dispute Policy.
CUSTOMER AGREES THAT THE DOMAIN NAME REGISTRATION SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. FIELDCO, MELBIT AND EACH OF THEIR RESPECTIVE SUPPLIERS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FIELDCO, THE THIRD-PARTY REGISTRARS AND EACH OF THEIR RESPECTIVE SUPPLIERS AND SERVICE PROVIDERS MAKE NO WARRANTY THAT THE DOMAIN NAME REGISTRATION SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES FIELDCO, THE THIRD-PARTY REGISTRARS OR ANY OF THEIR RESPECTIVE SUPPLIERS OR SERVICE PROVIDERS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE REGISTRATION SERVICES. WITHOUT ANY LIMITATION TO THE FOREGOING, FIELDCO, THE THIRD-PARTY REGISTRARS AND EACH OF THEIR RESPECTIVE SUPPLIERS AND SERVICE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND THAT REGISTRATION OR USE OF A DOMAIN NAME UNDER THIS AGREEMENT WILL PROTECT CUSTOMER EITHER FROM CHALLENGES TO ANY DOMAIN NAME REGISTRATION OR FROM SUSPENSION, CANCELLATION OR TRANSFER OF THE DOMAIN NAME REGISTERED TO CUSTOMER.
NEITHER FIELDCO, THE THIRD-PARTY REGISTRARS NOR ANY OF THEIR RESPECTIVE SUPPLIERS OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT FIELDCO'S, THE THIRD-PARTY REGISTRAR'S AND THEIR RESPECTIVE SUPPLIERS' AND SERVICE PROVIDERS' ENTIRE AGGREGATE LIABILITY, AND CUSTOMER'S EXCLUSIVE REMEDY, WITH RESPECT TO ANY REGISTRATION SERVICES PROVIDED UNDER THIS AGREEMENT AND ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNTS PAID FOR SUCH SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

FieldCo's and the Third-Party Registrars' suppliers and service providers are hereby named as express third party beneficiaries with respect to any limitations on liability, disclaimers, indemnities, and other provisions that may limit any obligation that might otherwise be owed to Customer contained herein.

THE PARTY ACCEPTING THE TERMS OF THIS AGREEMENT IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH AT THE WEBSITE FROM WHICH THE SERVICES ARE ORDERED REPRESENTS AND WARRANTS THAT (I) IT IS A DULY AUTHORIZED REPRESENTATIVE OF CUSTOMER WITH FULL LEGAL AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT AS OF THE EFFECTIVE DATE AND (II) NEITHER IT NOR CUSTOMER IS (A) LOCATED IN A COUNTRY SUBJECT TO U.S. EMBARGOES, (B) LISTED ON THE U.S. TREASURY DEPARTMENT'S LIST OF SPECIALLY DESIGNATED NATIONALS, OR (C) LISTED ON THE U.S. COMMERCE DEPARTMENT'S DENIED PERSONS OR ENTITIES LISTS.

Backup Services Terms

Backup Services. FieldCo has partnered with a third party provider, Iron Mountain Information Management, Inc. ("IM") to provide Backup Services. This Section contains additional terms and conditions that, together with the General Provisions of this Agreement, govern Customer's purchase and use of the Backup Services, if any, that have been ordered by Customer on the applicable Service Order.
Customer agrees that the following terms, in addition to the terms found at www.ironmountain.com/us/legal relating to Backup Services constitute an agreement not only between Customer and FieldCo, but also directly between Customer and IM.
Acceptance of Applications. FieldCo and IM reserve the right to reject any Backup Services application for any reason. Customer agrees that neither FieldCo nor IM shall be liable for any loss or damage that may result from such rejection. FieldCo reserves the right to change fees, surcharges, renewal fees or to institute new fees at any time, for any reason, at its sole discretion. Customer's requested Backup Services will not commence until FieldCo receives actual payment of the initial fee.
Representations and Warranties Customer represents and warrants that (i) neither the PC Backup Services requested nor the manner in which it is directly or indirectly used shall not infringe the legal rights of any third party; and (ii) all personal and identifying information provided by Customer is and shall remain accurate.
Fees and Payment. Customer agrees that all payment obligations relating to any PC Backup Services are exclusively between Customer and FieldCo. Customer will be notified when renewal fees are due. Any failure to follow all required procedures shall be at Customer's sole risk.
Cancellation; Reinstatement. In the event of a chargeback by a credit card company (or similar action by another payment provider allowed by FieldCo) in connection with the payments of the fees by Customer, Customer agrees and acknowledges that the FieldCo or Iron Mountain may immediately terminate any and all Backup Services being provided to Customer. FieldCo will reinstate Customer's Backup Services solely at FieldCo's discretion, and subject to FieldCo's receipt of the initial or renewal fee, and FieldCo's then-current reinstatement fee.
Required Information. As part of the Backup Services, Customer will be required to provide certain information, including without limitation contact information such as Customer's full name, postal address, email address, telephone number and fax number, if available ("Personal Information"). Customer agrees to update this Personal Information promptly as needed to keep it current, complete and accurate, and to add such additional information as FieldCo or IM may reasonably require from time to time.

CUSTOMER AGREES THAT CUSTOMER'S WILLFUL PROVISION OF INACCURATE OR UNRELIABLE INFORMATION, WILLFUL FAILURE PROMPTLY TO UPDATE INFORMATION PROVIDED TO FIELDCO OR IM OR FAILURE TO RESPOND FOR MORE THAN FIFTEEN (15) CALENDAR DAYS TO INQUIRIES CONCERNING THE ACCURACY OF CONTACT DETAILS ASSOCIATED WITH ANY BACKUP SERVICES SHALL CONSTITUTE A MATERIAL BREACH JUSTIFYING CANCELLATION OF SUCH BACKUP SERVICES.

Breach and Revocation. Each of FieldCo and IM reserves the right to suspend, cancel, transfer or modify any Backup Services immediately: (i) in the event Customer breaches any provision of this Agreement; or (ii) in response to an order from a court of competent jurisdiction, or arbitration award.
Disclaimer of Liability. To the extent permitted by law, Customer agrees that neither FieldCo nor IM, nor any of their respective suppliers or service providers, has any liability to Customer for any loss Customer may incur in connection with the processing of any Backup Services, or the failure by the Customer's agent to pay either the initial fee or renewal fee.
Indemnity. In addition to any indemnification obligation that Customer may owe to FieldCo hereunder, Customer agrees to indemnify, keep indemnified and hold FieldCo and IM, and their respective directors, officers, employees and agents, harmless from and against all and any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) arising out of or relating to Customer's Backup Services and the data and information provided by Customer as part of the Backup Services to FieldCo and IM.
CUSTOMER AGREES THAT THE BACKUP SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. FIELDCO, IM AND EACH OF THEIR RESPECTIVE SUPPLIERS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FIELDCO, IM AND EACH OF THEIR RESPECTIVE SUPPLIERS AND SERVICE PROVIDERS MAKE NO WARRANTY THAT THE BACKUP SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES FIELDCO, IM OR ANY OF THEIR RESPECTIVE SUPPLIERS OR SERVICE PROVIDERS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE REGISTRATION SERVICES.

NEITHER FIELDCO, IM NOR ANY OF THEIR RESPECTIVE SUPPLIERS OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT FIELDCO'S, IM'S AND THEIR RESPECTIVE SUPPLIERS' AND SERVICE PROVIDERS' ENTIRE AGGREGATE LIABILITY, AND CUSTOMER'S EXCLUSIVE REMEDY, WITH RESPECT TO ANY BACKUP SERVICES PROVIDED UNDER THIS AGREEMENT AND ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNTS PAID FOR SUCH BACKUP SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.

FieldCo's and IM's suppliers and service providers are hereby named as express third party beneficiaries with respect to any limitations on liability, disclaimers, indemnities, and other provisions that may limit any obligation that might otherwise be owed to Customer contained herein.

THE PARTY ACCEPTING THE TERMS OF THIS AGREEMENT IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH AT THE WEBSITE FROM WHICH THE SERVICES ARE ORDERED REPRESENTS AND WARRANTS THAT (I) IT IS A DULY AUTHORIZED REPRESENTATIVE OF CUSTOMER WITH FULL LEGAL AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT AS OF THE EFFECTIVE DATE AND (II) NEITHER IT NOR CUSTOMER IS (A) LOCATED IN A COUNTRY SUBJECT TO U.S. EMBARGOES, (B) LISTED ON THE U.S. TREASURY DEPARTMENT'S LIST OF SPECIALLY DESIGNATED NATIONALS, OR (C) LISTED ON THE U.S. COMMERCE DEPARTMENT'S DENIED PERSONS OR ENTITIES LISTS.

FieldCo Business Solutions Terms

FieldCo Business Solutions constitutes the combined suite of solutions including: SugarCRM Professional, McAfee Total Protection, Microsoft Exchange, and Accrisoft Business Applications.

SugarCRM Professional
1. This Section contains additional terms and conditions that, together with the General Provisions of this Agreement, govern Customer's purchase and use of the SugarCRM Professional Services, if any, that have been ordered by Customer on the applicable Service Order.
2. SugarCRM Professional Services. FieldCo has partnered with a third party provider, SugarCRM, to provide the commercial open source customer relationship management (CRM) application. Customer agrees that the following terms, relating to the SugarCRM Professional constitute an agreement between Customer and FieldCo. By agreeing to these terms and conditions, Customer also agrees to abide by the licensing terms provided in Exhibit A (as set forth below).
3. Acceptance of Applications. FieldCo and SugarCRM reserve the right to reject any SugarCRM Professional Services application for any reason. Customer agrees that neither FieldCo nor SugarCRM shall be liable for any loss or damage that may result from such rejection. FieldCo reserves the right to change fees, surcharges, renewal fees or to institute new fees at any time, for any reason, at its sole discretion. Customer's requested SugarCRM Professional will not commence until FieldCo receives actual payment of the initial fee.
4. Representations and Warranties. Customer represents and warrants that (i) neither the SugarCRM Professional requested nor the manner in which it is directly or indirectly used shall not infringe the legal rights of any third party; and (ii) all personal and identifying information provided by Customer is and shall remain accurate.
5. Fees and Payment. Customer agrees that all payment obligations relating to SugarCRM Professional are exclusively between Customer and FieldCo. Customer will be notified when renewal fees are due. Any failure to follow all required procedures shall be at Customer's sole risk.
6. Cancellation; Reinstatement. In the event of a chargeback by a credit card company (or similar action by another payment provider allowed by FieldCo) in connection with the payments of the fees by Customer, Customer agrees and acknowledges that the FieldCo or SugarCRM may immediately terminate any and all SugarCRM Professional licenses being provided to Customer. FieldCo will reinstate Customer's SugarCRM Professional solely at FieldCo's discretion, and subject to FieldCo's receipt of the initial or renewal fee, and FieldCo's then-current reinstatement fee.
7. Required Information. As part of the SugarCRM Professional, Customer will be required to provide certain information, including without limitation contact information such as Customer's full name, postal address, email address, telephone number and fax number, if available ("Personal Information"). Customer agrees to update this Personal Information promptly as needed to keep it current, complete and accurate, and to add such additional information as FieldCo or SugarCRM may reasonably require from time to time. CUSTOMER AGREES THAT CUSTOMER'S WILLFUL PROVISION OF INACCURATE OR UNRELIABLE INFORMATION, WILLFUL FAILURE PROMPTLY TO UPDATE INFORMATION PROVIDED TO FIELDCO OR FAILURE TO RESPOND FOR MORE THAN FIFTEEN (15) CALENDAR DAYS TO INQUIRIES CONCERNING THE ACCURACY OF CONTACT DETAILS ASSOCIATED WITH ANY SERVICES SHALL CONSTITUTE A MATERIAL BREACH JUSTIFYING CANCELLATION OF SUGARCRM PROFESSIONAL.
8. Breach and Revocation. Each of FieldCo and SugarCRM reserves the right to cancel SugarCRM Professional immediately: (i) in the event Customer breaches any provision of this Agreement; or (ii) in response to an order from a court of competent jurisdiction, or arbitration award.
9. Export Restrictions. Customer agrees and certifies that neither the SugarCRM Professional nor any other technical data received while using SugarCRM Professional, nor the direct product thereof, will be exported outside the United States or re-exported except as authorized and as permitted by the laws and regulations of the United States and/or the laws and regulations of the jurisdiction, (if other than the United States) in which Company rightfully obtained access to the Service.
10. Intellectual Property Ownership. SugarCRM and its licensors own all right, title and interest to the SugarCRM intellectual property, the SugarCRM Professional, any modifications thereto, and any modifications, ideas, or recommendations provided by Customer. This Agreement does not convey or transfer any ownership rights in the Service, SugarCRM Professional or SugarCRM intellectual property. The SugarCRM name, logo, and trade names are trademarks of SugarCRM and no right is granted to use them.
11. Disclaimer of Third-Party Beneficiary. SugarCRM is not in any way a third-party beneficiary under this Agreement.
12. Disclaimer of Liability. To the extent permitted by law, Customer agrees that neither FieldCo nor SugarCRM, nor any of their respective suppliers or service providers, has any liability to Customer for any loss Customer may incur in connection with the processing of any SugarCRM Professional, or the failure by the Customer's agent to pay either the initial fee or renewal fee.
13. Indemnity. In addition to any indemnification obligation that Customer may owe to FieldCo hereunder, Customer agrees to indemnify, keep indemnified and hold FieldCo and SugarCRM, and their respective directors, officers, employees and agents, harmless from and against all and any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) arising out of or relating to SugarCRM Professional and the data and information provided by Customer as part of SugarCRM Professional to FieldCo and SugarCRM.
  CUSTOMER AGREES THAT THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. FIELDCO AND EACH OF ITS RESPECTIVE SUPPLIERS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FIELDCO AND EACH OF ITS RESPECTIVE SUPPLIERS AND SERVICE PROVIDERS MAKE NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES FIELDCO OR ANY OF THEIR RESPECTIVE SUPPLIERS OR SERVICE PROVIDERS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.
  
  NEITHER FIELDCO NOR ANY OF THEIR RESPECTIVE SUPPLIERS OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT FIELDCO AND ITS RESPECTIVE SUPPLIERS' AND SERVICE PROVIDERS' ENTIRE AGGREGATE LIABILITY, AND CUSTOMER'S EXCLUSIVE REMEDY, WITH RESPECT TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT AND ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNTS PAID FOR SUCH SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
  
  THE PARTY ACCEPTING THE TERMS OF THIS AGREEMENT IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH AT THE WEBSITE FROM WHICH THE SERVICES ARE ORDERED REPRESENTS AND WARRANTS THAT (I) IT IS A DULY AUTHORIZED REPRESENTATIVE OF CUSTOMER WITH FULL LEGAL AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT AS OF THE EFFECTIVE DATE AND (II) NEITHER IT NOR CUSTOMER IS (A) LOCATED IN A COUNTRY SUBJECT TO U.S. EMBARGOES, (B) LISTED ON THE U.S. TREASURY DEPARTMENT'S LIST OF SPECIALLY DESIGNATED NATIONALS, OR (C) LISTED ON THE U.S. COMMERCE DEPARTMENT'S DENIED PERSONS OR ENTITIES LISTS.
McAfee Total Protection
1. This Section contains additional terms and conditions that, together with the General Provisions of this Agreement, govern Customer's purchase and use of the TP Services (as defined below), if any, that have been ordered by Customer on the applicable Service Order.
2. Total Protection Services. FieldCo has partnered with a third party provider, McAfee Ireland Holdings Limited ("ML") to provide desktop total protection services (the "TP Services"). Customer acknowledges and agrees that it shall comply with the following terms, in addition to the terms found at www.mcafee.com/us and any such other terms as provided to Customer by McAfee as part of the provisioning and/or setup of the TP Services including, without limitation, the rules, regulations, and support terms for the TP Services.
3. Acceptance of Applications. FieldCo and ML reserve the right to reject any TP Services application for any reason. Customer agrees that neither FieldCo nor ML shall be liable for any loss or damage that may result from such rejection. FieldCo reserves the right to change fees, surcharges, renewal fees or to institute new fees at any time, for any reason, at its sole discretion. Customer's requested TP Services will not commence until FieldCo receives actual payment of the initial fee. Representations and Warranties. Customer represents and warrants that all personal and identifying information provided by Customer is and shall remain accurate.
4. Required Information. As part of the TP Services, Customer will be required to provide certain information, including without limitation contact information such as Customer's full name, postal address, email address, telephone number and fax number, if available ("Personal Information"). Customer agrees to update this Personal Information promptly as needed to keep it current, complete and accurate, and to add such additional information as FieldCo may reasonably require from time to time. Breach and Revocation. Each of FieldCo reserves the right to suspend, cancel, transfer or modify any TP Services immediately: (i) in the event Customer breaches any provision of this Agreement; or (ii) in response to an order from a court of competent jurisdiction, or arbitration award.
5. Disclaimer of Liability. To the extent permitted by law, Customer agrees that neither FieldCo nor ML, nor any of their respective suppliers or service providers, has any liability to Customer for any loss Customer may incur in connection with the processing of any TP Services, or the failure by the Customer's agent to pay either the initial fee or renewal fee.
6. Indemnity. In addition to any indemnification obligation that Customer may owe to FieldCo hereunder, Customer agrees to indemnify, keep indemnified and hold FieldCo and ML, and their respective directors, officers, employees and agents, harmless from and against all and any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) arising out of or relating to Customer's TP Services and the data and information provided by Customer as part of the TP Services to FieldCo and ML.
  CUSTOMER AGREES THAT THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. FIELDCO AND EACH OF ITS RESPECTIVE SUPPLIERS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FIELDCO AND EACH OF ITS RESPECTIVE SUPPLIERS AND SERVICE PROVIDERS MAKE NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES FIELDCO OR ANY OF THEIR RESPECTIVE SUPPLIERS OR SERVICE PROVIDERS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.
  
  NEITHER FIELDCO NOR ANY OF THEIR RESPECTIVE SUPPLIERS OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT FIELDCO AND ITS RESPECTIVE SUPPLIERS' AND SERVICE PROVIDERS' ENTIRE AGGREGATE LIABILITY, AND CUSTOMER'S EXCLUSIVE REMEDY, WITH RESPECT TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT AND ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNTS PAID FOR SUCH SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
  
  THE PARTY ACCEPTING THE TERMS OF THIS AGREEMENT IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH AT THE WEBSITE FROM WHICH THE SERVICES ARE ORDERED REPRESENTS AND WARRANTS THAT (I) IT IS A DULY AUTHORIZED REPRESENTATIVE OF CUSTOMER WITH FULL LEGAL AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT AS OF THE EFFECTIVE DATE AND (II) NEITHER IT NOR CUSTOMER IS (A) LOCATED IN A COUNTRY SUBJECT TO U.S. EMBARGOES, (B) LISTED ON THE U.S. TREASURY DEPARTMENT'S LIST OF SPECIALLY DESIGNATED NATIONALS, OR (C) LISTED ON THE U.S. COMMERCE DEPARTMENT'S DENIED PERSONS OR ENTITIES LISTS.
MICROSOFT EXCHANGE
1. This Section contains additional terms and conditions that, together with the General Provisions of this Agreement, govern Customer's purchase and use of the Microsoft Exchange 2007 or 2010 Services (collectively referred to as "Microsoft Exchange"), if any, that have been ordered by Customer on the applicable Service Order.
2. Microsoft Exchange Services. FieldCo has partnered with a third-party provider to provide you with Hosted Exchange and other Application Services as defined by the plan or plans purchased by you from FieldCo. Features available in the Hosted Exchange offering include: Mailboxes; Public folders; Distribution lists; Contacts; Multiple inbound domain; Global address list; Offline address list. Customer agrees that the following terms, relating to the Microsoft Exchange services constitute an agreement between Customer and FieldCo. By agreeing to these terms and conditions, Customer also agrees to abide by the licensing terms provided in Exhibit B (as set forth below).
3. Acceptance of Applications. FieldCo reserves the right to reject any Microsoft Exchange Services application for any reason. Customer agrees that FieldCo shall not be liable for any loss or damage that may result from such rejection. FieldCo reserves the right to change fees, surcharges, renewal fees or to institute new fees at any time, for any reason, at its sole discretion. Customer's requested Microsoft Exchange services will not commence until FieldCo receives actual payment of the initial fee.
4. Representations and Warranties. Customer represents and warrants that (i) neither the Microsoft Exchange services requested nor the manner in which it is directly or indirectly used shall not infringe the legal rights of any third party; and (ii) all personal and identifying information provided by Customer is and shall remain accurate.
5. Fees and Payment. Customer agrees that all payment obligations relating to Microsoft Exchange services are exclusively between Customer and FieldCo. Customer will be notified when renewal fees are due. Any failure to follow all required procedures shall be at Customer's sole risk.
6. Cancellation; Reinstatement. In the event of a chargeback by a credit card company (or similar action by another payment provider allowed by FieldCo) in connection with the payments of the fees by Customer, Customer agrees and acknowledges that the FieldCo may immediately terminate any and all Microsoft Exchange Services being provided to Customer. FieldCo will reinstate Customer's Microsoft Exchange Services solely at FieldCo's discretion, and subject to FieldCo's receipt of the initial or renewal fee, and FieldCo's then-current reinstatement fee.
7. Required Information. As part of the Microsoft Exchange Services, Customer will be required to provide certain information, including without limitation contact information such as Customer's full name, postal address, email address, telephone number and fax number, if available ("Personal Information"). Customer agrees to update this Personal Information promptly as needed to keep it current, complete and accurate, and to add such additional information as FieldCo or the Microsoft Exchange Service provider may reasonably require from time to time.
  CUSTOMER AGREES THAT CUSTOMER'S WILLFUL PROVISION OF INACCURATE OR UNRELIABLE INFORMATION, WILLFUL FAILURE PROMPTLY TO UPDATE INFORMATION PROVIDED TO FIELDCO OR FAILURE TO RESPOND FOR MORE THAN FIFTEEN (15) CALENDAR DAYS TO INQUIRIES CONCERNING THE ACCURACY OF CONTACT DETAILS ASSOCIATED WITH ANY SERVICES SHALL CONSTITUTE A MATERIAL BREACH JUSTIFYING CANCELLATION OF MICROSOFT EXCHANGE SERVICES.
8. Breach and Revocation. FieldCo reserves the right to cancel Microsoft Exchange immediately: (i) in the event Customer breaches any provision of this Agreement; or (ii) in response to an order from a court of competent jurisdiction, or arbitration award.
9. Export Restrictions. Customer agrees and certifies that the Microsoft Exchange will not be exported outside the United States or re-exported except as authorized and as permitted by the laws and regulations of the United States and/or the laws and regulations of the jurisdiction, (if other than the United States) in which Company rightfully obtained access to the Service.
10. Intellectual Property Ownership. Microsoft Exchange and its licensors own all right, title and interest to the Microsoft Exchange intellectual property, the Microsoft Exchange services, any modifications thereto, and any modifications, ideas, or recommendations provided by Customer. This Agreement does not convey or transfer any ownership rights in the Service, Microsoft Exchange or Microsoft Exchange intellectual property. The Microsoft name, logo, and trade names are trademarks of Microsoft and no right is granted to use them.
11. Disclaimer of Liability. To the extent permitted by law, Customer agrees that neither FieldCo nor of its respective suppliers or service providers, has any liability to Customer for any loss Customer may incur in connection with the processing of any Microsoft Exchange Services, or the failure by the Customer's agent to pay either the initial fee or renewal fee.
12. Indemnity. In addition to any indemnification obligation that Customer may owe to FieldCo hereunder, Customer agrees to indemnify, keep indemnified and hold FieldCo, its respective directors, officers, employees and agents, harmless from and against all and any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) arising out of or relating to Microsoft Exchange and the data and information provided by Customer to FieldCo as part of Microsoft Exchange Services.
  CUSTOMER AGREES THAT THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. FIELDCO AND EACH OF ITS RESPECTIVE SUPPLIERS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FIELDCO AND EACH OF ITS RESPECTIVE SUPPLIERS AND SERVICE PROVIDERS MAKE NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES FIELDCO OR ANY OF THEIR RESPECTIVE SUPPLIERS OR SERVICE PROVIDERS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.
  
  NEITHER FIELDCO NOR ANY OF THEIR RESPECTIVE SUPPLIERS OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT FIELDCO AND ITS RESPECTIVE SUPPLIERS' AND SERVICE PROVIDERS' ENTIRE AGGREGATE LIABILITY, AND CUSTOMER'S EXCLUSIVE REMEDY, WITH RESPECT TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT AND ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNTS PAID FOR SUCH SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
  
  THE PARTY ACCEPTING THE TERMS OF THIS AGREEMENT IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH AT THE WEBSITE FROM WHICH THE SERVICES ARE ORDERED REPRESENTS AND WARRANTS THAT (I) IT IS A DULY AUTHORIZED REPRESENTATIVE OF CUSTOMER WITH FULL LEGAL AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT AS OF THE EFFECTIVE DATE AND (II) NEITHER IT NOR CUSTOMER IS (A) LOCATED IN A COUNTRY SUBJECT TO U.S. EMBARGOES, (B) LISTED ON THE U.S. TREASURY DEPARTMENT'S LIST OF SPECIALLY DESIGNATED NATIONALS, OR (C) LISTED ON THE U.S. COMMERCE DEPARTMENT'S DENIED PERSONS OR ENTITIES LISTS.
ACCRISOFT BUSINESS APPLICATIONS
1. This Section contains additional terms and conditions that, together with the General Provisions of this Agreement, govern Customer's purchase and use of the Accrisoft Business Applications Suite of Services, if any, that have been ordered by Customer on the applicable Service Order.
2. The Accrisoft Business Applications Suite of Services. FieldCo has partnered with a third party provider, Accrisoft Corporation ("Accrisoft"), to provide you with one or more of the following services, as defined by the plan or plans purchased by you from FieldCo: Accrisoft E-Storefront, Accrisoft E-Billing & Invoicing, Accrisoft E-Mail Marketing, Accrisoft E-Membership Management. Customer agrees that the following terms, relating to the Accrisoft Business Applications constitute an agreement between Customer and FieldCo. By agreeing to these terms and conditions, Customer also agrees to abide by the Accrisoft End User License, provided in Exhibit C (as set forth below).
3. Acceptance of Applications. FieldCo and Accrisoft reserve the right to reject any Accrisoft Business Applications application for any reason. Customer agrees that neither FieldCo nor Accrisoft shall be liable for any loss or damage that may result from such rejection. FieldCo reserves the right to change fees, surcharges, renewal fees or to institute new fees at any time, for any reason, at its sole discretion. Customer's requested Accrisoft Business Applications will not commence until FieldCo receives actual payment of the initial fee.
4. Representations and Warranties. Customer represents and warrants that (i) neither the Accrisoft Business Applications requested nor the manner in which it is directly or indirectly used shall not infringe the legal rights of any third party; and (ii) all personal and identifying information provided by Customer is and shall remain accurate.
5. Fees and Payment. Customer agrees that all payment obligations relating to Accrisoft Business Applications are exclusively between Customer and FieldCo. Customer will be notified when renewal fees are due. Any failure to follow all required procedures shall be at Customer's sole risk.
6. Cancellation; Reinstatement. In the event of a chargeback by a credit card company (or similar action by another payment provider allowed by FieldCo) in connection with the payments of the fees by Customer, Customer agrees and acknowledges that the FieldCo or Accrisoft may immediately terminate any and all Accrisoft Business Applications licenses being provided to Customer. FieldCo will reinstate Customer's Accrisoft Business Applications solely at FieldCo's discretion, and subject to FieldCo's receipt of the initial or renewal fee, and FieldCo's then-current reinstatement fee.
7. Required Information. As part of the Accrisoft Business Applications, Customer will be required to provide certain information, including without limitation contact information such as Customer's full name, postal address, email address, telephone number and fax number, if available ("Personal Information"). Customer agrees to update this Personal Information promptly as needed to keep it current, complete and accurate, and to add such additional information as FieldCo or Accrisoft Business Applications may reasonably require from time to time.
  CUSTOMER AGREES THAT CUSTOMER'S WILLFUL PROVISION OF INACCURATE OR UNRELIABLE INFORMATION, WILLFUL FAILURE PROMPTLY TO UPDATE INFORMATION PROVIDED TO FIELDCO OR FAILURE TO RESPOND FOR MORE THAN FIFTEEN (15) CALENDAR DAYS TO INQUIRIES CONCERNING THE ACCURACY OF CONTACT DETAILS ASSOCIATED WITH ANY BACKUP SERVICES SHALL CONSTITUTE A MATERIAL BREACH JUSTIFYING CANCELLATION OF ACCRISOFT BUSINESS APPLICATIONS.
8. Breach and Revocation. Each of FieldCo and Accrisoft reserves the right to cancel Accrisoft Business Applications immediately: (i) in the event Customer breaches any provision of this Agreement; or (ii) in response to an order from a court of competent jurisdiction, or arbitration award.
9. Export Restrictions. Customer agrees and certifies that neither the Accrisoft Business Applications nor any other technical data received while using Accrisoft Business Applications, nor the direct product thereof, will be exported outside the United States or re-exported except as authorized and as permitted by the laws and regulations of the United States and/or the laws and regulations of the jurisdiction, (if other than the United States) in which Company rightfully obtained access to the Service.
10. Intellectual Property Ownership. Accrisoft and its licensors own all right, title and interest to the Accrisoft intellectual property, the Accrisoft Business Applications, any modifications thereto, and any modifications, ideas, or recommendations provided by Customer. This Agreement does not convey or transfer any ownership rights in the Service, Accrisoft Business Applications or Accrisoft intellectual property. The Accrisoft name, logo, and trade names are trademarks of Accrisoft and no right is granted to use them.
11. Disclaimer of Liability. To the extent permitted by law, Customer agrees that neither FieldCo nor Accrisoft, nor any of their respective suppliers or service providers, has any liability to Customer for any loss Customer may incur in connection with the processing of any Accrisoft Business Applications, or the failure by the Customer's agent to pay either the initial fee or renewal fee.
12. Indemnity. In addition to any indemnification obligation that Customer may owe to FieldCo hereunder, Customer agrees to indemnify, keep indemnified and hold FieldCo and Accrisoft Business Applications, and their respective directors, officers, employees and agents, harmless from and against all and any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees and expenses) arising out of or relating to Accrisoft Business Applications and the data and information provided by Customer as part of Accrisoft Business Applications to FieldCo and Accrisoft.
  CUSTOMER AGREES THAT THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. FIELDCO AND EACH OF ITS RESPECTIVE SUPPLIERS AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FIELDCO AND EACH OF ITS RESPECTIVE SUPPLIERS AND SERVICE PROVIDERS MAKE NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES FIELDCO OR ANY OF THEIR RESPECTIVE SUPPLIERS OR SERVICE PROVIDERS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES.
  
  NEITHER FIELDCO NOR ANY OF THEIR RESPECTIVE SUPPLIERS OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER AGREES THAT FIELDCO AND ITS RESPECTIVE SUPPLIERS' AND SERVICE PROVIDERS' ENTIRE AGGREGATE LIABILITY, AND CUSTOMER'S EXCLUSIVE REMEDY, WITH RESPECT TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT AND ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNTS PAID FOR SUCH SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
  
  THE PARTY ACCEPTING THE TERMS OF THIS AGREEMENT IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH AT THE WEBSITE FROM WHICH THE SERVICES ARE ORDERED REPRESENTS AND WARRANTS THAT (I) IT IS A DULY AUTHORIZED REPRESENTATIVE OF CUSTOMER WITH FULL LEGAL AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT AS OF THE EFFECTIVE DATE AND (II) NEITHER IT NOR CUSTOMER IS (A) LOCATED IN A COUNTRY SUBJECT TO U.S. EMBARGOES, (B) LISTED ON THE U.S. TREASURY DEPARTMENT'S LIST OF SPECIALLY DESIGNATED NATIONALS, OR (C) LISTED ON THE U.S. COMMERCE DEPARTMENT'S DENIED PERSONS OR ENTITIES LISTS.

EXHIBIT A: SugarCRM Professional: Hosting Agreement

Definitions.
1. "Customer's Data" shall mean any data, information or material submitted by Customer during its usage of the Service.
2. "Initial Term" shall mean the initial period of time in which Customer pays to receive the Service.
3. "License Administrator" shall mean the person that Customer designates to purchase usage of the Services and create accounts for additional Users or otherwise administer the Customer's use of the Service.
4. "Service(s)" shall mean the provision of access via the Internet to Sugar Professional software, applicable SugarCRM Technology and other associated services which are developed, operated, and maintained by SugarCRM, while at all times the SugarCRM software remains on SugarCRM or FieldCo's server.
5. "SugarCRM Technology" shall mean all of the SugarCRM's proprietary technology (including, but not limited to, hardware, software, documents, processes, algorithms, user interfaces, and know-how) and services made available by providing the Service to Customer.
6. "SugarCRM Intellectual Property" shall mean any of SugarCRM's patents and applications therefore, copyrights, trademarks, service marks, trade names, domain name rights, and other trade secret rights, and all other intellectual property rights.
7. "Term" means the Initial Term and each renewal term, collectively.
8. "User(s)" shall mean Customer's employees, consultants, contractors or agents authorized by the License Administrator to use the Service.
License Grant.
Subject to the terms and conditions of this Agreement, FieldCo hereby grants Customer and its Users a non-exclusive, revocable, non-transferable, non-sublicensable right to use the Service and SugarCRM Technology for the Term of this Agreement, solely for Customer's own internal business purposes. All rights not expressly granted to Customer are reserved by FieldCo and its licensors. Customer shall upgrade to the current version of the Services within ten (10) days of SugarCRM's release of such new version. All such upgrades will be free of charge to Customer except if Customer using any module other than the module known as "SugarCRM Studio" to customize the Services for Customer's environment, in which case, SugarCRM shall have the right to charge the then-current standard fee for such upgrade. "Third-Party Software" means certain software SugarCRM licenses from third parties and provides to Customer with or within the Service. Certain Third-Party Software is subject to terms and conditions other than those in the Agreement. Customer may view the relevant licenses and/or notices for such Third-Party Software as provided in the text files of the Service. Customer agrees to comply with terms and conditions contained in such licenses for the relevant Third-Party Software.
Restrictions.
Customer shall not, directly or indirectly, (i) sublicense, resell, rent, lease, distribute, or otherwise transfer rights or usage to the Service or SugarCRM Technology for any purpose including timesharing or service bureau purposes; (ii) create Internet links to the Service, (iii) "frame", "fork" or "mirror" any SugarCRM Technology on any other device; (iv) reverse engineer the SugarCRM Technology or access the Service or copy any ideas, features, functions or graphics of the Service for any purpose other than what is expressly authorized in this Agreement, (v) conduct automated functionality tests or load tests on the Services or the SugarCRM Technology, or (vi) attempt to gain access to data that is not Customer's Data, or use a disproportionate amount of the Services that interrupts or degrades the Services. If Customer does any of the foregoing, FieldCo shall have the right to terminate or suspend Customer's account and access to the Services, without any refund or credit until Customer corrects such violation to FieldCo's reasonable satisfaction. Customer may not permit any of its affiliates or subsidiaries or any individual that is not a User to use the Service under Customer's subscription. The SugarCRM Technology and the Service includes modules that reports the number of authorized Users and permits SugarCRM the ability to monitor certain usage of the SugarCRM Technology and/or the Service ("Critical Control Software") which is fundamental to the business of SugarCRM. For the avoidance of doubt, neither the Customer nor the Users may modify any portion of the Critical Control Software. The violation of this prohibition shall be deemed a material breach of this Agreement and FieldCo may immediately terminate this Agreement. Except as expressly provided herein, no licenses of any kind are granted hereunder, whether by implication, estoppel, or otherwise.
Customer's Responsibilities and Data.
1. User Accounts. Customer shall designate a License Administrator and notify FieldCo of the identity and contact information for said License Administrator. The License Administrator may add Users to Customer's subscription to the Service by placing an order with FieldCo. Customer is responsible for all activity occurring under Customer's User's accounts. Customer shall notify FieldCo immediately of any unauthorized use of any password, account, copying or distribution of the SugarCRM Technology. User accounts cannot be shared or used by more than one individual User but may be reassigned to new Users replacing former Users.
2. Customer's Data. Neither FieldCo or SugarCRM own any of the Customer's data. Customer is solely responsible for the accuracy, integrity, and legality of Customer's Data. Notwithstanding anything to the contrary in this Agreement, FieldCo and SugarCRM shall not be responsible or liable for the deletion, corruption, correction, destruction, damage, loss or failure to any of Customer's Data. Customer shall not knowingly send or store spam, unlawful, infringing, obscene, or libelous material, or viruses, worms, Trojan horses and other harmful code, or data which violates the rights of any individual or entity established in any jurisdiction including, without limitation, medical information, credit card information or social security numbers, driver's license or personal identification numbers or account numbers on or to the Service. Customer represents and warrants that it is in compliance with and will comply with all applicable privacy and data protection laws and regulations with respect to any of Customer's Data uploaded or submitted to the Service and its performance of its obligations under this Agreement. Customer will indemnify, defend and hold SugarCRM and FieldCo harmless from any claims, losses and causes of action arising out of or related to Customer's breach of this Section 4.2.
3. Customer's Data Storage. The maximum disk storage space provided to Customer at no additional charge is provided in the Service Order. If the amount of disk storage required exceeds these limits, Customer will be charged FieldCo's then-current storage fees.
Intellectual Property Ownership.
SugarCRM and its licensors own all right, title and interest to the SugarCRM Intellectual Property, the SugarCRM Technology, the Service, any modifications thereto, and any modifications, ideas, or recommendations provided by Customer. This Agreement does not convey or transfer any ownership rights in the Service, SugarCRM Technology or SugarCRM Intellectual Property. The SugarCRM name, logo, and trade names are trademarks of SugarCRM and no right is granted to use them.
Payment Terms.
1. Records Retention. Customer shall maintain accurate records necessary to verify the number of Users. Upon FieldCo's written request, Customer shall provide FieldCo with such records within ten (10) days. If Customer has more Users than Customer has paid for, Customer shall immediately pay FieldCo the applicable fees for such additional Users, in addition to any costs incurred by FieldCo associated with reviewing such records.
2. Backup of Data. Customer shall have the right to receive two (2) recoveries of Customer's Data from backup per calendar year free of charge. Additional recoveries are available for an additional charge.
Confidentiality.
Customer and FieldCo agree to maintain the confidentiality of any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure including, without limitation, non-public technical and business information ("Confidential Information") for a period of two (2) years after the termination of this Agreement. This secti