BlogOnCloud9

BlogOnCloud9 agrees to provide you, the customer, with installation, hosting and updates.  We will install your blogs and web sites on our host server.  We will provide you with the software needed to allow you to host your blogs and web sites.  We will also update this software so you can revise, update, enhance and modify your blogs and web sites as you choose.

Proprietary Rights or “we own what we create, and you own what you create.”

All software, data or information developed or provided by us, and any copyrights, trademarks, patents, trade secrets, or any other proprietary rights therein (the “Host Materials”) shall remain our sole and exclusive property.

All data or other materials furnished by you for use in your blogs and web sites shall remain your sole and exclusive property, including all copyrights, trademarks, patents, trade secrets or any other proprietary rights.  We call this “Customer Content.”

For as long as we host your blog or website you hereby grant us a non-exclusive worldwide royalty free license during the term of this Agreement to exhibit, publish, transmit, reproduce, distribute, perform, display, and otherwise use Customer Content.

Confidentiality or “we promise to keep your secrets.”

While we host your blog you may share information with us that is confidential and of substantial value to you.  Such information may include, but is not limited to, unpublished software code, technical processes, product designs, financial information, business plans, or material related to advertising or marketing.  We call this “Confidential Information.”

However, the following is not Confidential Information: (1) information we legally had in our possession from a source other than you prior to the time of the disclosure of said information to us under this Agreement; (2) information that was in the public domain prior to the time you gave us your information; (3) information that was to have become part of the public domain except as a consequence of an unauthorized act or omission or breach of this Agreement by us; and (4) information that was given to us without restriction by a third party who was under no obligation to you to maintain such information in confidence.

We agree that we will not use or disclose your Confidential Information except as necessary to host your blog or website.  We will take reasonable precautions to keep your Confidential Information safe from third parties.  If for some reason your account is closed we will not use or disclose your Confidential Information and we will either return it to you or destroy it.

Customer Conditions of Use or “behave yourself or else.”

You will be solely and exclusively responsible for (1) all your blog and web site content and activity; (2) obtaining legal written permission from the right holder for the display of any material or activity on your blog or web site; and (3) ensuring that the content of the blog or web site does not violate the laws of the jurisdiction where the content is displayed. You also agree to comply with the requirements of the Communications Decency Act (CDA) and the Digital Millennium Copyright Act (DMCA).

You will not place or allow to be placed on your website or blog unacceptable material or activity which includes, but is not limited to: (1) defamatory or other tortious material; (2) criminal activity, including but not limited to theft of trade secrets, fraud, child pornography, trafficking in obscene material, violation of US export provisions, drug dealing, gambling, harassment, stalking, spamming, hacking, sending of viruses or other harmful files, or illegal posting of computer passwords or computer code for the purpose of circumventing copyright security measures; (3) infringing material or activity including, but not limited to, the unauthorized display of confidential, secret, or other proprietary material, trademark infringement, copyright infringement, or patent infringement.

BlogOnCloud9 reserves the right in its sole discretion and without prior notice to remove any material from your blog or web site; and to suspend or terminate any or all of your online activities at any time without explanation if material or activity on your web site or blog has infringed the rights of others under civil or criminal law or if your material or activity may result in civil or criminal activity for which BlogOnCloud9 may be held liable.

We will comply with all subpoenas and court orders that appear to be lawful and valid, including subpoenas and court orders requesting information about you or your hosting account, without prior notice to you.  We reserve the right to report activity that we believe to be potentially criminal to the appropriate law enforcement agencies.

Term and Termination or “how long and goodbye.”

This Agreement begins when you click “AGREE” or pay us your first hosting payment and it shall continue on a month-to-month basis until terminated by a minimum of thirty days written notice by either party to the other, unless the termination is for cause based upon a material breach in which case this Agreement shall terminate immediately.

Fees or “what you owe us besides a smile.”

You will pay us our agreed upon hosting fees as long as this Agreement remains in effect.  We reserve the right to change our fees upon thirty days prior written notice.  Fees for hosting are due within the month billed, and no later than twenty days from the date of the applicable invoice. If Customer fails to pay fees when due, late charges of eighteen percent per month or the maximum allowed under applicable law shall also become payable.  If you fail to fully pay all invoiced fees within thirty days from due date, we may suspend your account, remove your blogs and websites from the Internet, and terminate this Agreement.  In the event of collection enforcement, such suspension and/or termination shall not relieve you from payment of the fees owed plus interest, and you shall be liable for all costs associated with collection, including attorneys’ fees and court costs.

SLA Performance Warranties or “we keep you going, and going, and going…”

Except in the event of scheduled maintenance or maintenance you request, BlogOnCloud9 warrants that your blog or website will be accessible to Internet users ninety nine percent (99.00%) of the time during the term of this Agreement.

In the event of any loss or interruption due to causes beyond our control, or that are not reasonably foreseeable, including but not limited to telecommunication or Internet interruption or failure, your sole and exclusive remedy and our sole and exclusive liability shall be a credit against future Hosting Services.

Indemnification against Third Party Claims or “you will protect us.”

You agree to defend, indemnify, and hold harmless BlogOnCloud9, its affiliates and its officers, employees, and agents, from and against all actions, claims, liabilities, losses, damages and expenses, including but not limited to reasonable attorneys’ fees, arising out of or relating to any content provided by you or your use of our services, or by use of a domain name provided by you or acquired by us on your behalf.

Disclaimer of Implied Warranties or “don’t look at us!”

We will utilize our best efforts to maintain acceptable performance of the Services contracted for under this Agreement, but we MAKE NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING A WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. We do not and cannot guarantee continuous Service, or Service at any particular time, or the integrity of data stored or transmitted via the Internet. We shall not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted or received or sorted on our systems. We shall not be liable to you for any claims or damages which may be suffered by you or your customers, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access the Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non-deliveries, or service interruptions whether or not caused by the fault or negligence of BlogOnCloud9.

Our liability to you, and to any end user of any Hosting Services provided by us, is limited to the amount paid to and received by us for Services.  In no event shall we be liable to you, or any end user, or any other third party for any special, consequential, or other damages, however caused, whether for breach of this Agreement, negligence or otherwise, even if we have been advised of the possibility of such damage.

Relationship of the Parties or “we like you, just not that way…”

The relationship between us is that of vendor and vendee. This agreement is a commercial agreement between businesses, not a consumer agreement. You have no authority, apparent or otherwise, to contract for or on behalf of us, or in any way legally bind us in any fashion, nor shall you be authorized to make any representations about us or our services other than to set forth our responsibilities as provided in this Agreement.