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Universal Code

Hosting Terms of Service

These Terms of Service are an agreement (the “Agreement”) between Universal Code Design LLC (“Universal Code”) and you (“Client” or “you” or “your”). This Agreement states the terms and conditions of your use of the products and services (the “Services”) made available by Universal Code. By using any of the Services, you agree to be bound by all of the terms and provisions of the Agreement.

Ownership

The owner of the payment method which is used for payment on the account is designated as the authorized owner of the account.

Third Party Providers

All discounts, promotions, and special third-party offers may be subject to additional restrictions and limitations by the third-party provider. All transactions with third-party providers are subject to the terms and conditions under which the provider agrees with you to provide goods or services. You should confirm the terms of any purchase and/or use of goods or services with the specific third party provider with whom you are dealing.

Universal Code does not make any representations or warranties regarding, and is not liable for, the quality, availability, or timeliness of goods or services provided by a third-party provider. You undertake all transactions with these providers at your own risk. Universal Code does not warrant the accuracy or completeness of any information regarding third-party providers.

Use of Service

All Services may only be used for lawful purposes. The laws of the United States of America apply to all Clients of Universal Code. You agree to indemnify and hold harmless Universal Code from any claims resulting from your use of Universal Code Services. You represent and warrant to Universal Code that you are eighteen (18) years of age or older. Any use of or access to the Services by anyone under eighteen (18) years of age is prohibited.

If you use the Services on behalf of another party, you agree that you are authorized to bind such other party to this Agreement and to act on such other party’s behalf with respect to any actions you take in connection with the Services.

Use of the Universal Code Services to infringe upon any copyright or trademark is prohibited. This includes but is not limited to unauthorized copying of music, books, photographs, or any other copyrighted work. The offer of sale of any counterfeit merchandise of a trademark holder will result in the immediate termination of your account. Any account found to be in violation of another’s copyright will be expeditiously removed, or access to the material disabled. Any account found to be in repeated violation of copyright laws will be suspended and/or terminated from our hosting. If you believe that your copyright or trademark is being infringed upon, please email [email protected] with the information pertaining to your claim.

Using a shared account as a backup/storage device is not permitted, with the exception of one cPanel backup of the same account. Please do not take backups of your backups.

Examples of unacceptable material on all Shared, Business and Reseller servers include:

All of the files on our shared hosting accounts must pertain to your website(s). This space may only be used for web files, active emails, and content of Client Websites. Universal Code shared hosting may not be used for massive file storage systems, or backup storage solutions (including media files, emails, or other data). You are not authorized to use Universal Code for the hosting of download mirrors. You may have files for your clients/users/ to use; however, if your website is based around users downloading files, you will need to upgrade to a VPS Package with a link to our managed Linux page.

It is your responsibility to ensure that scripts/programs installed under your account are secure, and permissions of directories are set properly, regardless of installation method. When at all possible, you must set permissions on most directories to 755 or as restrictive as possible. Clients are responsible for all actions taken under their account. This includes the compromise of credentials such as Client name and password. You must use a secure password.

Solely for the purpose of providing the Services, you hereby grant to Universal Code the right and license to access, store and use any content provided by you, and to remove all or any portion of such content if you violate the provisions of this Agreement.

Universal Code may from time to time, and at any time, monitor your use of the Services to ensure your compliance with the provisions of this Agreement.

Payment

Universal Code provides subscription-based services that renew automatically on a recurring basis to prevent any disruption of said services.

Payment for all non-hourly services is due and payable in advance of the time in which said services are provided.

All invoices will be paid automatically using the payment information stored on file with Universal Code, such as Credit Card or PayPal.This would include invoices for new orders, renewal of existing services, hourly service usage, invoices created from the Client Area, and fees of any kind.

Listed fees for Universal Code services do not include any sales, use, revenue, excise, or other taxes imposed by any taxing authority. Any non-hourly service with an invoice that is outstanding for more than fourteen (14) days may be terminated.

Zero-Tolerance SPAM Policy

Universal Code has zero-tolerance for Clients sending unsolicited e-mail, unsolicited e-mailing, and SPAM. “Safe lists,” purchased lists, and selling of lists will be treated as SPAM. Any Client who sends out SPAM will have their account terminated, and may be terminated without notice. Additionally, Clients who engage in unsolicited mailing will, at Universal Code’s own discretion, be charged a consulting fee of three hundred dollars ($300) per hour for any remedial actions that Universal Code elects to take in the event that, as a result of a Client’s activities, Universal Code’s servers or IP space are placed in any third-party mail filtering software or blackhole lists.

To protect the IP reputation of our network, and as a proactive measure to prevent our IP space from being used to distribute unsolicited e-mail, Universal Code reserves the right to apply an SMTP filter as a precaution to accounts flagged by our Abuse Team.

Unmanaged Plans Backups and Data Loss

Your use of Unmanaged Universal Code Services is at your sole risk. Universal Code servers are setup with RAID to constantly mirror all data to a second disk. Universal Code is not responsible for files and/or data stored on Universal Code servers. You agree to take full responsibility for files and data transferred and to maintain all appropriate backups of files and data stored on Universal Code servers..

Refunds

Payments made for eligible services provided by Universal Code Design, LLC may be eligible for a prorated refund. In order to be eligible for a refund a service must be cancelled via our support email, [email protected]. Once the service is canceled a refund may be requested. The refund request must be made within seventy-two (72) hours of the payment transaction time. The transaction time means the time that the payment transaction or charge occurred. Refunds requested prior to cancellation or outside of the seventy-two (72) hour time window from the payment transaction time, are considered invalid and not eligible for a refund.

The following products and services are not eligible for refunds.

Unlimited Hosting Policy

Universal Code will allocate an unlimited amount of disk space and bandwidth for our Shared services. That unlimited disk space and bandwidth may only be used to store and transfer files relevant to the website(s) being hosted on those services. If a Client causes continuous server or service interruptions under their current plan, they will be asked to upgrade to a more powerful plan.

In the event that such interruptions are being caused, we would notify the Client, informing them they need to upgrade. In extreme cases, the service would be suspended to prevent further server or service interruptions. The service would also be suspended if the Client does not contact us after warning emails regarding the need to upgrade have been sent.

Bandwidth Overage Fees

The Cloud servers that Universal Code provides come with a set amount of monthly Bandwidth based on the offered service’s tier or resources. The amount of bandwidth each server has resets monthly on the services recurring billing day (day of month service invoices on).

In the event that a Client should exceed the amount of bandwidth provided with their service. The client will be notified regarding the overage via email. The client will be billed a fee incrementally for bandwidth overages. This would be done at a rate of zero point zero one dollars ($0.01) per Gigabit (Gb) of additional bandwidth used during a given month. During the time the server is exceeding it’s bandwidth limit a rate-limit of three Mbps (3 Megabits per second) will be applied to the client’s server. The client can upgrade their server to a tier with a greater bandwidth allocation in order to have this limit removed, and avoid the bandwidth overage fees.

Abuse Towards Universal Code

At Universal Code, Clients are treated with respect. In return, Universal Code expects an equal level of respect from their Clients. If Universal Code feels that a Client is being disrespectful or demeaning towards any staff member, the Client may be asked to move to a new hosting provider. That Client will then be given seven (7) days to move to a new host. After this time period, Universal Code reserves the right to completely remove/terminate the Client’s account. The Client will not be entitled to any refunds. However, refunds may be issued for advanced payments if Universal Code chooses to do so.

Server Abuse/Customer Abuse

Any attempted attack against any Universal Code server and/or Client being hosted by Universal Code will result in automatic termination of the offending account with no refund including, but not limited to, no refunds for advanced payments, and a permanent banning of the offending Client.

Price/Plan Changes

Universal Code reserves the right to change prices at any time. We will provide you with at least thirty (30) days prior to you being billed at the updated price. It is your sole responsibility to periodically review billing information provided by Universal Code through the customer portal.

Changes to the Agreement or the Services

Universal Code may modify, add, or delete portions of this Agreement at any time. Universal Code will post a notice on the Universal Code website for a period of thirty (30) days before the effective date of any such change. Thereafter, your use of any of the Services shall constitute agreement to such change.

Universal Code may modify, change, or discontinue any aspect of the Services at any time.

Cancellations

All valid cancellation requests are handled with immediate effect, resulting in the termination of the service and the deletion of any content that may have been stored on the service at the time of cancellation. It is the responsibility of the account owner to ensure they have taken any needed backups prior to requesting cancellation.

To prevent a service renewal, it is required to complete the cancellation process, as detailed above, prior to beginning of the service’s next billing cycle. Failure to do this will result in the service automatically renewing as per details found in the “Payment” section of this agreement. Payments for such renewals would be ineligible for refunds.

Domain name registrations, and items stored in Cloud Storage are services that cannot be canceled as they do not work on a standard subscription basis.

Domain name registration will stop renewing once auto renewal of a given domain name is disabled on the domain’s management page as found in the Client Area.

Termination

Universal Code may terminate your access to the Services, in whole or in part, including deletion or confiscation of all files, content, and/or domain name registrations, without notice in the event that: (i) you fail to pay any fees due; (ii) you violate the terms and conditions of this Agreement; (iii) your conduct may harm Universal Code or others, cause Universal Code or others to incur liability, or disrupt Universal Code’s business operations (as determined by Universal Code in its sole discretion); (iv) you are abusive toward Universal Code’s staff in any manner; or (v) for any other lawful reason, including to comply with applicable law, or as otherwise specified in this Agreement. In such event, Universal Code will not refund to you any fees paid in advance of such termination, and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such termination.

Upon termination of the services for any reason, user content, user websites, and other data will be deleted.

Account Credit

All account credits are tied to the account on which they were originally added. Account credits will not be refunded back to the Client.

Chargebacks and Disputes

In the event that we are notified that a chargeback or other payment dispute is filed, your account will automatically be placed on hold. Resulting in suspension for all active services on your account, and the risk of termination should the dispute not be immediately resolved. Resolving a chargeback would include providing proof of ownership for the payment method used, repaying any disputed transaction(s), and paying a two hundred fifty dollar ($250) penalty fee per transaction that has been disputed.

Failure to do this will result in the termination of the service(s) on the account as well as the account remaining on hold, preventing any new orders or purchases from being completed.

Disclosure to Law Enforcement

Universal Code may disclose any subscriber information to law enforcement agencies without further consent or notification to the subscriber upon lawful request from such agencies. Universal Code will cooperate fully with law enforcement agencies.

Universal Code Proprietary Content

Except for content provided by the Client, all content available through the Services, including designs, text, graphics, images, video, information, software, audio and other files, and their selection and arrangement, and all software used to provide the Services (“Universal Code Content”), are the property of Universal Code. Universal Code Content may not be used, modified, copied, distributed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, sold or exploited for any purpose in any form or by any means, in whole or in part, other than as expressly permitted in this Agreement. Client may not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any Universal Code Content.

Prohibited Persons

The U.S. Department of the Treasury, through the Office of Foreign Assets Control (“OFAC”), prohibits U.S. companies from engaging in certain commercial activities with certain sanctioned countries (each a “Sanctioned Country”) and certain individuals, organizations or entities, including without limitation, certain “Specially Designated Nationals” (“SDN”) listed by OFAC. If you are located in a Sanctioned Country or if you are listed as an SDN, you are prohibited from registering for or using the Services. In addition, you may not use any Universal Code Services in connection with, any Country-Code Top Level Domain Name (“ccTLD”) for any Sanctioned Country.

HIPAA

Standard Universal Code Services are not “HIPAA compliant.” You are solely responsible for any required compliance with federal or state laws governing the privacy and security of personal data, including medical or other sensitive data. You acknowledge that the Services may not be appropriate for the storage or control of access to sensitive data, such as information about children or medical or health information. Universal Code does not control or monitor the information or data you store on, or transmit through, the Services. We specifically disclaim any representation or warranty that the Services, as offered, comply with the federal Health Insurance Portability and Accountability Act (“HIPAA”). Customers requiring secure storage of “protected health information” as defined under HIPAA are expressly prohibited from using the Services for such purposes. You agree that Universal Code is not a Business Associate or subcontractor or agent of yours pursuant to HIPAA.

Disclaimer

Universal Code shall not be responsible for any damages a Client’s business may suffer. This includes loss of data resulting from delays, no deliveries, wrong delivery, and any and all service interruptions caused by Universal Code and its Clients. Universal Code makes NO WARRANTIES of any kind, expressed or implied for Services provided. Universal Code makes NO WARRANTIES of MERCHANTABILITY or FITNESS for a particular purpose.

IN NO EVENT WILL Universal Code ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES, OR ANY USER CONTENT, USER WEBSITES OR OTHER MATERIALS ACCESSED OR DOWNLOADED THROUGH THE SERVICES, EVEN IF Universal Code IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Universal Code’s LIABILITY TO YOU, OR ANY PARTY CLAIMING THROUGH YOU, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO Universal Code FOR THE SERVICES IN THE THREE (3) MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

Indemnification

You agree to indemnify, defend and hold harmless Universal Code, our affiliates, and their respective officers, directors, employees and agents (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the Indemnified Parties arising out of or relating to (i) your use of the Services, (ii) any breach or violation by you of this Agreement; or (iii) any acts or omissions by you. The terms of this section shall survive any termination of this Agreement.

Arbitration

By using the Services, you hereby submit to the exclusive jurisdiction of the American Arbitration Association (“AAA”) in connection with any dispute relating to, concerning or arising out of this Agreement. The arbitration will be conducted before a single arbitrator chosen by Universal Code and will be held at the AAA location chosen by Universal Code. Payment of all filing, administrative and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this paragraph. In the event you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Universal Code will pay as much of your filing, administrative, and arbitrator fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. The arbitration before the AAA shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The Federal Arbitration Act, and not any state arbitration law, governs all arbitration under this paragraph. All decisions rendered by the arbitrator will be binding and final. The arbitrator’s award is final and binding on all parties. The arbitrator’s authority to resolve and make written awards is limited to claims between you and Universal Code alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. If you initiate litigation or any other proceeding against Universal Code in violation of this paragraph, you agree to pay Universal Code’s reasonable costs and attorneys’ fees incurred in connection with Universal Code’s enforcement of this paragraph.

Entire Agreement

This Agreement, including documents incorporated herein by reference or otherwise referred to herein, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement and such other agreements constitutes the sole and entire agreement between the parties with respect to the matters covered hereby.