THIS AGREEMENT (“Agreement”) is made and effective as of the date of acceptance, by and between you (“Client”) and WebAble.
WHEREAS, WebAble owns, distributes and provides various products and services for conducting business on the Internet including shared, reseller and dedicated web hosting, and the WebAble family of services (hereinafter collectively referred to as the “Services”).
WHEREAS, Client desires to utilize some or all of the Services to develop, enhance or maintain Client’s business and/or presence on the Internet.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto agree as follows:
1. WebAble Services
WebAble agrees to provide to Client the Services agreed upon between WebAble and Client as selected by Client in WebAble’s customer database that is specified at WebAble.Host.
2. Payment and Invoicing
2.1 In consideration of the performance of the Services, Client shall pay WebAble in advance the amount outlined in WebAble’s customer database as such records are amended from time to time for the Services during the term of this Agreement.
2.2 Client is responsible for all activities and charges resulting from Client’s use of the Services. Client agrees to pay all fees, bandwidth charges, connect time charges, surcharges, and other charges incurred by Client and outlined in the monthly billing statement. In the event of a breach of security, Client will remain liable for any unauthorized use of the Services until Client notifies WebAble by sending an e-mail with account information to email@example.com.
2.3 Current rates for using the Services may be obtained on our website at WebAble.host. WebAble reserves the right to change fees and surcharges, or to institute new fees at any time. In addition, WebAble may institute special trial offers, from time to time, that shall be reflected in the confirmation letter sent to the Client upon sign-up. If WebAble does not receive the full amount of Client’s Service account balance, WebAble may suspend and/or terminate Client’s account immediately without further notice to Client.
2.4 All hosting services renew automatically. The client may opt-out of automatic renewals by contacting our Billing department at firstname.lastname@example.org.
3. Responsibilities and Rights of WebAble
3.1 Means of Performance.
WebAble shall provide the Client with the WebAble hosting services, as described at WebAble.host hereto. WebAble has the right to control and direct the means, manner, and method by which the host services are performed. Currently, the server and VPS Hosting locations for Web Hosting, WordPress Hosting are in Singapore. WebAble retains the right to alter the default location for accounts at its discretion as needed.
WebAble shall provide a reasonable level of technical support to the Client via email or LiveChat for the term of this Agreement.
3.3 Uptime Guarantee
3.3.1. Uptime Definition
In the context of web hosting services, "Uptime" refers to the total duration during which your website remains accessible and operational to users. Conversely, "Downtime" refers to the total duration when your website is inaccessible or offline.
3.3.2. Our Commitment
At WebAble, our primary focus is to deliver products and services characterized by exceptional speed and unwavering reliability. Consequently, we are dedicated to maintaining a high level of Uptime. Our target is to achieve a Uptime rate of 99.9%.
3.3.3. Uptime Guarantee
Recognizing that occasional downtime may occur despite our best efforts and advanced technology, we provide you with an uptime guarantee. This means that if your website's uptime falls below 99% without prior notice from us, we will provide you with compensation equivalent to the value of the lost service.
3.3.4. Service Uptime Guarantee
For all our part-managed and full-managed servers, we offer a 99.9% Service Uptime Guarantee. If the service experiences any downtime due to an error on our part, which is investigated and confirmed by us, you have the option to contact our support team and request either a refund or an account credit. The amount refunded or credited will be based on a pro-rata calculation, starting from the date of purchase up to the date when the failure is determined.
Example: Suppose you purchased a hosting service for $100 for a month, and a service failure occurred for 6 hours (0.25 days) during that month. We confirm that the failure was due to our error. In this case, you can request either a refund or an account credit of 0.25/30 * $100 = $0.83.
3.3.5. Refund and Account Credit Terms
You acknowledge and agree that refunds will be issued to the credit card used for the product purchase. Account credits may only be used to purchase products or services from us.
3.3.6. Multiple Failures
If more than one failure of the Service Uptime Agreement occurs, a refund or account credit can only be awarded from the date of the last failure up to the date of the current failure. You cannot claim for the same period if you have already received compensation for it.
The Service Uptime Guarantee does not apply to service interruptions caused by:
- Actions taken by you that misuse the product or alter its configuration, leading to a break in the connection to the domain name.
- Actions or alterations made to the product by third parties, or any changes made to the product due to the installation of third-party applications.
- Outages that do not impact the functionality of your website but only affect your access to internal features such as email or backup data.
- Outages beyond our control, including force majeure events, war, civil disturbances, terrorism, government sanctions, labor disputes, utility failures, hardware or software failures, or any failures caused by us, our suppliers, or third parties.
- Routine maintenance, service, and upgrades performed periodically. We will strive to schedule such activities at the most convenient times and provide reasonable notice through means we deem suitable.
The provisions of the Agreement about Force Majeure are unaffected by these terms referring to Uptime Guarantee. Moreover, downtime caused by any of the following shall not result in any obligation by WebAble to provide credit to You:
- emergency maintenance
- scheduled maintenance
- system or hardware upgrades
- domain name system (DNS) problems outside of WebAble's control
- issues with FTP, POP, IMAP, or SMTP customer access
- Acts or omissions by You or any of Your employees or agents, resulting in downtime
- Any negligence, wilful misconduct, or use of the services in breach of WebAble’s Acceptable Use Policy
- Problems with users’ web browsers, DNS, or other caching that might make it appear the Services are unavailable even though others can still access the WebAble servers
- Distributed denial of service (DDOS) attacks, hacker attacks, and other similar events
- Downtime is caused when you reach the maximum resource allocation for your plan.
3.4 Other Work
WebAble has the right to perform and license products to others during the term of this Agreement. WebAble may elect to electronically monitor the host services and may disclose any content or records to satisfy any law, regulation, or other governmental request or to properly operate host services and protect its clients. WebAble reserves the right to block any site hosted by WebAble that contains any content that WebAble deems in its sole discretion to be unacceptable or undesirable.
4. Responsibilities and Rights of Client
Client represents and warrants that:
- Client is at least eighteen (18) years of age
- Client possesses the legal right and ability to enter into this Agreement
- The performance of Client’s obligations and use of the Services by Client, its customers and users, will not violate any applicable laws, regulations or the rules and regulations or cause a breach of any agreement with any third parties or unreasonably interfere with other WebAble Clients’ use of Services.
Client assumes all risks related to the processing of transactions related to electronic commerce. Client agrees to provide WebAble with the accurate, complete and updated information required by the registration of the WebAble host service (Client Registration Data), including Client’s legal name, address, telephone number(s), and applicable payment data (e.g., credit card number and expiration date). Client agrees to notify WebAble within thirty (30) days of any changes in Client’s Registration Data.
4.2 Breach of Warranties
In the event of the breach of any of the foregoing warranties, in addition to any other remedies available at law or equity, WebAble will have the right, in its sole discretion, to suspend or terminate immediately any Services.
4.3 Fees and Expenses
Client shall be responsible for payment of all costs, fees, and expenses assessed by third parties in the course of being provided Services. Such costs include but are not limited to, the fees required to register and maintain domain names, which are governed by a separate agreement between the Client and a third-party domain name registrar.
4.4 Third-Party Software
Third-party software available through the Services may be governed by separate end-user licenses. By using the Services and the third-party software, the Client agrees to be bound by the terms of such end-user licenses regarding the applicable third-party software. Client consents and authorizes WebAble to delegate the authorizations Client provides to WebAble to its third-party service provider(s) as WebAble deems necessary or desirable to provide the applicable Services. Client agrees that the terms and conditions of this Agreement, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement, inure to the benefit of such third party service providers and such third party service providers are deemed to be third party beneficiaries of the Agreement, including any other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement. The client also agrees that all reference to “WebAble” within this Agreement and any incorporated terms are also deemed to include, where applicable, WebAble’s agents, such as the third-party service providers.
4.5 Advertising, Solicitation, and Client Name Harvesting
The client may not use the Services to send unsolicited advertising, promotional materials, or other forms of solicitation to the WebAble clients or other Internet users unless the Client receives the express permission of such individuals. The client may not use the means of unsolicited advertising to advertise a site hosted on the WebAble network. The client may not use the Services to collect or “harvest” usernames of WebAble clients or other Internet users without the expressed prior permission of the member. WebAble reserves the right to block or filter mass email solicitations sent from sites hosted on the WebAble network.
4.6 Management of Site
Client shall be solely responsible for all content available on or through its site and shall at all times be subject to the terms of this Agreement, WebAble’s then-standard Terms of Service (“TOS”) and any generally applicable guidelines and service standards published by WebAble. Client warrants that its site hosted on the WebAble network:
- Will conform to the WebAble TOS attached hereto as Exhibit A;
- Will not infringe and will not contain any content that infringes on or violates any copyright, U.S. patent or any other third-party right
- Will not contain any content which violates any applicable law, rule, or regulation. WebAble shall have no obligations concerning the content available on or through any site hosted on the WebAble network, including, but not limited to, any duty to review or monitor any such content. WebAble reserves the right to block any site that violates any of the above-stated terms, or which in WebAble’s sole discretion, WebAble deems objectionable or offensive, or otherwise violates a law or WebAble policy, or, in the alternative, to terminate this Agreement in accordance with Section 7.3 herein.
4.7 Compliance Laws
Client agrees that it will use the Services only for lawful purposes and in accordance with this Agreement. The client will always comply with all applicable laws and regulations and the TOS, as updated by WebAble from time to time. The TOS are incorporated herein and made a part of hereof by this reference. WebAble may change the TOS, with notice, which notice may be provided by posting such new TOS on the WebAble Site. The client may request a current copy of the TOS by sending or faxing a request to WebAble. The client agrees that it has received, read and understands the current version of the TOS.
4.8 Proprietary Rights
Unless otherwise specified, all work performed hereunder by WebAble is the property of WebAble, and all title and interest therein shall vest in WebAble. To the extent that title to any such works may not, by operation of law, vest in WebAble all rights, title, and interest therein are hereby irrevocably assigned to WebAble. All such materials shall belong exclusively to WebAble, and WebAble shall have the right to obtain and to hold in its name, copyrights, trademarks, registrations, or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Client agrees to give WebAble and any person designated by WebAble such reasonable assistance, at WebAble’s expense, as is required to perfect the rights defined in this paragraph.
4.9 Intellectual Property
Client retains all intellectual property rights to any content, materials, or data uploaded to the hosting services provided by WebAble. Client grants WebAble a non-exclusive, worldwide license to use, reproduce, modify, and display such content solely for the purpose of providing the hosting services. This license terminates upon termination of this Agreement.
Client acknowledges that any software, applications, or scripts provided by WebAble as part of the hosting services are owned by WebAble or its licensors and are protected by intellectual property laws. Client shall not reverse engineer, decompile, or modify such software without prior written consent.
4.10 User Conduct
Client agrees to use the hosting services in a manner consistent with all applicable laws and regulations. Client shall not:
a. Upload, transmit, or distribute any content that infringes upon the intellectual property rights of others, including copyright, trademark, or patent rights.
b. Engage in any form of illegal or unethical activity, including but not limited to hacking, distribution of malware, phishing, and other malicious activities.
c. Transmit any unsolicited or unauthorized advertising, promotional materials, or spam.
d. Violate the privacy rights of others, including collecting personal information without consent. e. Create, upload, or distribute any content that is defamatory, obscene, offensive, or harmful.
f. Violate any third-party rights, including contractual obligations, confidentiality agreements, and non-disclosure agreements.
g. Attempt to gain unauthorized access to any part of the hosting services, including other clients' accounts, servers, or networks.
WebAble reserves the right to suspend or terminate the hosting services immediately, without notice, in the event of a breach of this User Conduct section. Client agrees to indemnify and hold WebAble harmless from any claims, liabilities, damages, and expenses arising from or related to any violation of this User Conduct section.
5. Limitation of Liability, No other warranty, and Disclaimer
If any limited guarantees are provided by WebAble, such limited guarantees are null and void if Client fails to follow WebAble’s TOS and other policies or otherwise breaches this Agreement in any respect.
WebAble performs nightly backups of Web Hosting, Reseller Hosting, and WordPress Hosting servers; however, these backups are for WebAble’s administrative purposes only, and are in no way guaranteed. Customers are responsible for maintaining their backups on their personal computers. WebAble does not provide any sort of compensation for lost or incomplete data if backups do not function properly (even if the malfunction was due to negligence on WebAble’s part). We will do our best to ensure complete and accurate backups, but assume no responsibility for this duty. Always back your site up to your personal computer! We make no guarantees about the availability of backups.
5.3 No Other Warranty
WebAble does not monitor or exercise control over the content of the information transmitted through its facilities. Use of the Services or any information that may be obtained therefrom is at Client’s own risk. The Services are provided on an “as is” basis, and the Client’s use of the Services is at its own risk. Except as provided in the order form(s), WebAble does not make, and hereby disclaims, any other express and/or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement and title, and any warranties arising from a course of dealing, usage, or trade practice. WebAble does not represent or warrant that the Services will be uninterrupted, error-free, or completely secure.
5.4 Disclaimer of Actions Caused by and/or Under the Control of Third Parties
WebAble does not and cannot control the flow of information to or from WebAble’s network and other portions of the Internet. Such flow depends in large part on the performance of the Internet services provided or controlled by third parties. At times, actions or inactions of such third parties may impair or disrupt Client’s connections to the Internet (or portions thereof). WebAble cannot guarantee that such events will not occur. Accordingly, WebAble disclaims any liability resulting from or related to such events.
Client agrees to indemnify, defend and hold WebAble and its affiliates, agents, employees, and licensors (including the third-party service providers) harmless from any claim, demand, loss, costs or expenses, including attorneys’ fees, made by any person arising out of Client’s violation of this Agreement, State or Federal Securities laws or regulations, or any other person’s rights including but not limited to infringement of any copyright or violation of any proprietary or privacy right.
Under no circumstances, including but not limited to a negligent act, will WebAble or its affiliates, agents, employees, or licensors (including third-party service providers) be liable for any damages of any kind that result from the use of, or the inability to use, Services, even if any such party has been advised of the possibility of such damages.
In no event will WebAble or its third-party service providers be liable to Client or any third Party for any tort, contract or any other liability arising in connection with the use of the Services, or reliance on any information or services provided by WebAble. WebAble and its third party service providers will under no circumstances be liable to Client and/or any third party, regardless of the form of action, for any loss of profits, goodwill, use, data or other intangible losses, or any direct, indirect, special, consequential, incidental or punitive damages whatsoever, even if WebAble or its third party service providers has been advised of the possibility of such damages, resulting from
- The use of the inability to use the Services
- The timeliness, deletion, misdelivery, or failure to store any user data, communications or personalization settings
- The cost of getting substitute goods and services resulting from any products, data, information or services purchased or obtained or messages received or transactions entered into, through or from the Services
- Statements or conduct of anyone on the Services
- The use, inability to use, unauthorized use, performance or non-performance of any third party, even if the third party has been advised previously of the possibility of such damages
- Any other matter relating to the Services. Client agrees that Client will not in any way hold WebAble responsible for any selection or retention of, or the acts or omissions of, third parties (including third-party service providers) in connection with Client Services.
Because some states prohibit the limitation of liability for consequential or incidental damages, in such states the limitation of liability only concerning consequential or incidental damages may not apply to Client, and the respective liability of WebAble and its third-party service providers, employees, distributors, and agents is limited to the greatest extent allowable under applicable law in those states.
If a court or arbitration panel, as the case may be, should hold that the limitations of liability or remedies available as outlined in this Agreement, or any portions thereof, are unenforceable for any reason, or that any of Client’s remedies under this Agreement fail, then Client expressly agrees that under no circumstances will the total, aggregate liability of WebAble and its third-party service providers, employees, distributors, agents or affiliates, to Client or any party claiming by or through Client for any cause whatsoever exceed $100 (U.S.), regardless of the form of action and whether in contract, statute, tort or otherwise.
7.1 Without Cause
This Agreement may be terminated by either party at any time during any Renewal Term for any or no reason upon either party giving to the other no less than five (5) days prior email notice of termination. No matter which party terminates the Agreement under this Section 7.1, any payment obligations of Client under this Agreement for Service(s) provided through the date of termination will immediately become due, and Client shall be required to prepay for any portion of the Services that have not been paid for and are to be rendered during such five (5) day period.
7.2 For Cause
In addition to any other rights it may have under this Agreement or applicable law, WebAble may immediately terminate this Agreement or suspend service, effective without notice, in the event of (i) default in payment, or (ii) Client’s breach or failure to comply with the TOS or other policies of WebAble. The client may terminate this Agreement if WebAble breaches any material term or written notice of same. If this Agreement is terminated by WebAble under this Section 7.2, all balance of the then-current term shall immediately become due and payable. In addition to the foregoing, WebAble reserves the right to prohibit any conduct or to remove any materials or content in violation of the TOS or which WebAble believes in its sole discretion to be illegal or potentially harmful to others or may expose WebAble to harm or liability.
7.3 No Liability for Termination
Neither party will be liable to the other for any termination or expiration of any Services of this Agreement by its terms.
The following provisions will survive any expiration or termination of the Agreement: Sections 4, 5, 6, 7, and 8.
7.5 IP Address
Upon expiration, cancellation or termination of this Agreement, Client shall relinquish any Internet protocol (“IP”) numbers, address or address blocks assigned to Client by WebAble or its network services supplier (but not the URL or top-level domain connected therewith). WebAble reserves, in its sole discretion, the right to change or remove any such IP numbers, addresses or address blocks.
At WebAble, we always treat our customers with the utmost respect. In return, we expect the same from you. If our staff feels that you are consistently addressing them in a demeaning or rude manner, your account may be suspended and you may be asked to take your business elsewhere. If we terminate service for support abuse, customers will be given ten (10) days notice to find a new host.
The client may not assign this Agreement or any of the Client’s rights or obligations hereunder without the prior written consent of WebAble, and any such attempted assignment shall be void. This Agreement shall be binding upon the party's respective successors and permitted assigns.
Any notices or communication under this Agreement shall be in writing and shall be deemed delivered to the party receiving such communication at the address specified below :
- On the delivery date if delivered personally to the party, or a representative of the party
- One business day after deposit with a commercial overnight carrier, with written verification of receipt
- Five business days after the mailing date, whether or not received, if sent by mail, return receipt requested
- On the delivery date if transmitted by confirmed email.
If to WebAble Host:
If to Client:
To Client address provided at account set-up.
8.3 Governing Law
This Agreement and all future agreements that the Client may enter into with WebAble, unless otherwise specified in such agreements, will be governed by the laws of Singapore, without regard to conflicts of law principles. This applies regardless of whether you reside or conduct business with WebAble in Singapore or elsewhere. Unless a dispute is subject to an applicable arbitration clause, the Client agrees to submit to the personal and exclusive jurisdiction of the courts located within Singapore. If any part of the Agreement is deemed unlawful, void, or unenforceable, that part will be considered severable and will not impact the validity and enforceability of the remaining provisions.
No modifications, amendment, supplement to or waiver of this Agreement or any exhibit hereunder, or any of their provisions shall be binding upon the parties hereto unless made in writing and duly signed by both parties.
A failure of either party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder.
In the event any one or more of the provisions of the Agreement or any exhibit is invalid or otherwise unenforceable, the enforceability of remaining provisions shall be unimpaired.
8.7 Force Majeure
WebAble and its affiliates, agents, employees, or licensors (including third-party service providers) shall not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any contingency beyond the reasonable control of a such party, including without limitation, fire, flood, strike, and other industrial disturbance, failure to transport, accident, war, riot, insurrection, the act of God or order of the governmental agency. Performance shall be resumed as soon as possible after cessation of such cause. However, if such inability to perform continues for fifteen (15) days, the other party may terminate this Agreement without penalty and further notice.
8.8 Independent Contractors
The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
8.9 Terms of Services
Client agrees to be bound by WebAble’s TOS for all Services and products used by Client. The current TOS can be found on WebAble’s website at https://WebAble.host. Should the Client disagree with any updates to WebAble’s TOS, it is the Client’s responsibility to notify WebAble of the Client’s desire to terminate their Services immediately.
8.10 Implied Agreement
Continued use of the services and/or products constitutes implied agreement with this agreement and Webable's TOS in their entirety. By using the services, the client agrees to be bound by all terms associated with said services, including this agreement and the TOS. Client's only recourse in the event of a disagreement is to terminate this contract immediately by section 7 herein.
8.11 Entire Agreement
This Agreement and the exhibits referenced herein set forth the entire agreement and supersede any prior agreements of the parties concerning the transactions set forth herein. Neither party shall be bound by, and each party specifically objects to, any term, conditions or other provisions which are different from or in which is proffered by the other party in any correspondence or another document, unless the party to be bound thereby specifically agrees to such provision in writing.
8.12 No Party Deemed Drafter
If any provision hereof is construed by a court of law or equity or an arbitrator, no provision herein shall be construed more harshly against either party as drafter.