Memphis MidSouth Web Host^sm Policy

CONTENT

All services provided by Memphis MidSouthWebHost.com, hereby called "Hosting Company", may be used for lawful purposes only. Transmission, storage or presentation of any information, data or material in violation of any United States Federal, State or City law is prohibited. This includes, but is not limited to: copyrighted material, trademark, intellectual property, material we judge to be threatening or obscene, or material protected by trade secret and other statute without proper authorization. Therefore, example of contents or links such as these and not limited to are prohibited in our server:

Content that we will NOT host:
• Sex/Nudity: Sites which contain nude or semi-nude images.
• Sex/Acts: Sites which contain pornography or links to pornographic sites.
• Sex/Attire: Sites which contain lingerie or other provocative clothing.
• Sex/Personals: Sites which contain inappropriate personal ads.
• Inappropriate Sexual topics: Sites which contain material of a mature level.
• Inappropriate Banner Ads: Advertisements containing inappropriate images.
• Drugs/Non-medical: Sites which promote the use of illegal drugs.
• Gambling: Sites which promote Gambling.
• Crime: Sites which promote illegal activities.
• Violence: Sites which promote violence.
• Interactive/Mail: Sites which contain or allow inappropriate email correspondence.
• Interactive/Chat: Sites which contain or allow inappropriate chat areas.
• Drugs/Advocacy: Sites which promote the use of illegal drugs.
• Profanity: Sites which contain profanity.
• Inappropriate: Sites containing miscellaneous material in other categories.
• Pirated software
• Malicious applications
• Spamming

"Hosting Company" also reserves the right not to provide service to anyone for the sake of "Hosting Company" and its current customers.

EMAIL POLICY

We do not limit the number of email account on some hosting plans as long as it is not for email server application which will conflict with Resource Policy. We do allow your site to have more than 100 email address as long as it is justifiable and as needed. If you want to create an Email Server Application (i.e. hotmail.com, mail.com, bigfoot.com and so on), please contact our sales team to provide you with a dedicated server that fits your need.

BANDWIDTH POLICY

"Hosting Company" is committed to provide customers with the best quality bandwidth in the market and a comfortable traffic allowance. Please note that this is not an "unlimited bandwidth", for there is no such thing as unlimited bandwidth.

Most web sites will not consume more than 500-1000 MB traffic per month (based on experience). We believe that providing our customers with the monthly traffic allowance that is 20 times greater than the size of allowed web space is fair and optimum. For example, 100MB web space will have 2,000MB traffic, which is more than enough in general.

If in case you go beyond the general assumption, we will notify you and evaluate the bandwidth usage and try to balance it out with the unused bandwidth allocation from others. If we cannot find any unused bandwidth allocations from other customers, a low fee of 10 cents/10MB will be billed automatically into your account.

Should you need a bulk bandwidth, please contact our sales representative to provide you with a custom account.

SPAM POLICY

"Hosting Company" is committed to the zero-tolerance Anti-Spamming policy. We prohibit spam or any unsolicited commercial email from being sent over the "Hosting Company" network. We reserve the right to terminate the service without prior notice of any customers that conduct spamming from their account. All accounts cancelled due to spamming incident will be billed a recovery and cleaning fee of $500 (US dollar).

If you have any complaints or comment regarding spam on "Hosting Company" network, please report it to Abuse.

RESOURCE POLICY

For everyone's best interest, we do not allow any web site that consumes more than normal usage of server resources (such as, but not limited to CPU, memory and network resources) which may slow down the service to other customer in the same server. Therefore, link to IRC or IRC bots or games server are not allowed in our regular hosting server.

BULLETIN BOARD AND SCRIPT REGULATION

Each account comes with its own cgi-bin. You are free to use any CGI scripts you wish. However we reserve the right to disable any CGI script or other applications that affect normal server operation or service to other customers. No chat room or similar scripts are allowed. Bulletin board application is limited to vBulletin or PhpBB only.

TERMS

The Initial Term of this Agreement shall be one month. Upon expiration of the Initial Term, this Agreement shall be automatically renewed on a month-to-month basis until terminated by either party upon thirty (30) days written notice. The term for individual Product/Service orders shall be as set forth in the relevant Attachment or Service Order ("Product/Service Term"). Notwithstanding the foregoing, in the event that any Product/Service Term is greater than the Term of this Agreement, then this Agreement shall remain in effect until the expiration or termination of such Product/Service Term.

RATES AND PAYMENTS

Recurring Product/Service charges shall be invoiced monthly in advance (prorated for any partial month), except for those that are dependent upon usage of a Product/Service. Customer is responsible for all Non-Recurring Charges when billed, and all Recurring Charges from and after the Service Date (as set forth in the applicable Attachment or Service Order). Customer may receive its invoice in paper format, electronic format, or electronic and paper format. All amounts owed by Customer are due and payable upon receipt of "Hosting Company"'s invoice, to the address set forth in such invoice, and shall be past due thirty (30) days after the date printed on the invoice. A late charge shall be added to Customer's past due balance equal to the lesser of 1.5% per month or the maximum rate permitted by law. Additionally, if "Hosting Company" shall receive less than its invoiced amount due to a returned check, bank charges, transfer fees, or the like, Customer shall be subject to a processing charge, as applicable, as well as the late charge set forth herein. If Customer disputes any portion of a "Hosting Company" bill, Customer must timely pay the undisputed portion of the bill and submit a written statement regarding the disputed amount, setting forth the particulars thereof. All disputes must be submitted to "Hosting Company" within sixty (60) days of the date printed on the invoice giving rise to the dispute. In the event that the disputed bill is resolved in "Hosting Company"'s favor, payment shall be due from Customer, along with applicable late charges, within five (5) days of such resolution. The only rate that is subject to increase is bandwidth. If our backbone provider raises their price to us, we have to pass this increase to the customer.

CREDIT/DEPOSIT

Delivery of Products/Services is subject to credit approval. "Hosting Company" may require Customer to make a cash deposit at any time, as "Hosting Company" deems reasonably necessary to protect its interests, if Customer is in default under this Agreement, has made late or incomplete payments for a period of two (2) consecutive months, has exceeded the pre-defined credit limit or has significantly expanded the Products/Services provided by "Hosting Company". If such cash deposit is required, Customer shall pay such deposit to "Hosting Company" within fifteen (15) days of notice from "Hosting Company" to Customer. The amount of the deposit will be credited to Customer's account when this Agreement expires or is terminated, and any remaining balance will be refunded to the Customer.

TAXES

"Hosting Company"'s bill shall separately identify any excise, sales, use, or other taxes, or any other governmental/municipal fees and charges applicable to "Hosting Company"'s provision of Products/Services to Customer, and all such taxes and fees, however designated (excepting those based on "Hosting Company"'s net income), shall be paid by Customer in addition to any other amount owing. If Customer first provides "Hosting Company" with a valid tax exemption certificate, "Hosting Company" will not collect any taxes covered by such exemption.

EQUIPMENT

"Hosting Company" shall retain title to all of its equipment and facilities used to provide Products/Services under this Agreement. Customer shall be liable for damages to any "Hosting Company" equipment, facility, or system caused by: (a) negligent or willful acts or omissions of Customer or any agent, employee, or End User of Customer; or (b) malfunction or failure of any equipment or facility provided by Customer or its agents, employees, End Users or suppliers. Customer shall also be liable for the theft of "Hosting Company"'s equipment or facilities located on Customer's or its End User's premises. Customer shall not allow any facility or equipment of "Hosting Company" to be rearranged, removed, disconnected, or repaired without "Hosting Company"'s prior written consent, nor will Customer permit any liens or encumbrances to be placed on "Hosting Company" equipment or facilities.

TERMINATION

Customer shall be in default of this Agreement, and "Hosting Company" may terminate this Agreement or suspend Products/Services hereunder upon: (a) any failure of Customer to pay any undisputed amounts as provided in this Agreement, including payment of any deposit, which failure continues for more than ten (10) days after written notification to Customer; (b) any breach by Customer of a material provision of this Agreement which breach continues for more than thirty (30) days after written notification to Customer; (c) any insolvency, bankruptcy, assignment for the benefit of creditors, or similar event with respect to Customer; or (d) any violation by Customer of an applicable law or governmental regulation. "Hosting Company" shall also have the right to immediately terminate or suspend Products/Services in the event of any governmental prohibition or required alteration of the Service, or in any emergency circumstance, each as determined in "Hosting Company"'s reasonable discretion. It shall be an event of default and Customer may cancel or terminate this Agreement if "Hosting Company" is in breach of a material provision herein and such failure continues for more than thirty (30) days after Customer's written notice to "Hosting Company". Cancellation or termination is in addition to any and all other remedies provided for in the Agreement and available at law and in equity.

TERMINATION LIABILITY

If Products/Services are cancelled or terminated before expiration of the relevant Product/Service Term by Customer for any reason other than an event of default by "Hosting Company" or a permitted termination pursuant to "Regulatory Compliance" below, or by "Hosting Company" for a Customer default, Customer agrees to pay "Hosting Company" the following sums, which shall become due and owing as of the effective date of termination and be payable within thirty (30) days thereafter: (a) all unpaid Non?Recurring Charges for cancelled or terminated Products/Services; (b) all unpaid Recurring Charges for cancelled or terminated Products/Services provided before the date of termination; (c) all Recurring Charges for cancelled or terminated Products/Services through the initial twelve (12) months of the relevant Product/Service Term, (d) fifty percent (50%) of all Recurring Charges for cancelled or terminated Products/Services from the thirteenth (13th) month of the relevant Product/Service Term through the balance of the relevant Product/Service Term, and (e) any termination liabilities imposed by an underlying service provider for any associated local loops coordinated by "Hosting Company". This paragraph constitutes a reasonable estimate of damages that would be impossible to calculate in the event of early termination, and is not intended as a penalty.

WARRANTIES

"Hosting Company" MAKES NO WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. "Hosting Company" DOES NOT WARRANT THAT THE PRODUCTS/SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE PRODUCTS/SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT THE PRODUCTS/SERVICES WILL PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES. "Hosting Company" DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND CUSTOMER SHOULD NOT RELY ON ANYONE MAKING SUCH STATEMENTS.

LIMITATION OF LIABILITY

THE LIABILITY OF "Hosting Company" ASSOCIATED WITH THE INSTALLATION, PROVISION, USE, MAINTENANCE, REPAIR, TERMINATION OR RESTORATION OF PRODUCTS/SERVICES PROVIDED PURSUANT TO THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE CHARGES FOR AFFECTED PRODUCTS/SERVICES FOR THE PERIOD DURING WHICH SUCH SERVICE WAS AFFECTED. IN NO EVENT SHALL "Hosting Company" BE LIABLE FOR: (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, EXEMPLARY OR SPECIAL DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES OF ANY KIND, OR INCREASED COST OF OPERATIONS, WHETHER OR NOT "Hosting Company" HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY CLAIM OR DAMAGES CAUSED BY OR ARISING OUT OF (I) ANY ACT OR OMISSION (INCLUDING WITHOUT LIMITATION UNAUTHORIZED USE, THEFT, OR ALTERATION OF PRODUCTS/SERVICES, OR INTERFERENCE WITH PRODUCTS/SERVICES) BY CUSTOMER, AN INTERMEDIATE RESELLER, AN END USER, OR ANOTHER THIRD PARTY, (II) PRODUCT/SERVICE INTERRUPTIONS, (III) INTEROPERABILITY, INTERACTION OR INTERCONNECTION OF THE PRODUCTS/SERVICES PROVIDED UNDER THIS AGREEMENT WITH APPLICATIONS, EQUIPMENT, SERVICES OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES, OR (IV) THE CONTENT OF ANY TRAFFIC PROVIDED OR USED BY CUSTOMER OR ANY AGENT, EMPLOYEE, OR END USER OF CUSTOMER. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY, AND SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE (INCLUDING WITHOUT LIMITATION ACTIVE AND PASSIVE NEGLIGENCE). ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE ALLEGED ACT OR OMISSION.

INDEMNITY

Except as otherwise set forth in this Agreement, and subject to the limitations of liability set forth in this Agreement, each party ("Indemnitor") shall indemnify, defend and hold the other party, its principals, officers, directors, agents, employees, subsidiaries, affiliates, successors and assigns (collectively "Indemnitee") harmless from and against any claims, losses, costs, damages or expenses whatsoever (including, but not limited to, reasonable attorneys' fees and court costs) arising out of or resulting from (i) claims for libel, slander, infringement of copyright or unauthorized use of trademark, trade name or service mark arising out of the use of the Products/Services by the Indemnitor, (ii) claims for patent infringement arising from combining or connection of facilities to the Products/Services by the Indemnitor, or (iii) any claims against an Indemnitee by a third party resulting from the acts or omissions of the Indemnitor or Indemnitor's principals, officers, directors, agents, employees or contractors.

ASSIGNMENT AND SUCCESSORS IN INTEREST

Neither party may assign this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed), except that either "Hosting Company" or Customer may assign its rights and obligations hereunder: (a) to any subsidiary, parent company, or affiliate of the assignor; (b) pursuant to any sale or transfer of substantially all the business of the assignor; or (c) pursuant to any financing, merger, or reorganization of the assignor. The terms and conditions contained in this Agreement shall bind and inure to the benefit of the parties and their permitted successors and assigns.

REGULATORY COMPLIANCE

Customer acknowledges this Agreement is subject to all applicable federal, state and local laws, and regulations, rulings, orders, and other actions of governmental agencies ("Rules"), including, but not limited to: the Communications Act of 1934 as amended by the Telecommunications Act of 1996, the rules and regulations of the Federal Communications Commission ("FCC"), and the obtaining and continuance of any required approvals, authorizations, or tariffs filed with the FCC or any other governmental agency. "Hosting Company" will use its good faith reasonable efforts to obtain, retain, and maintain such approvals and authorizations. If any such Rule materially adversely affects the Products/Services or requires "Hosting Company" to provide Products/Services other than in accordance with the material terms of this Agreement, either party may, without liability to the other party, terminate the affected Products/Services upon thirty (30) days prior written notice to the other party. In the event of any conflict between any provision of this Agreement and any provision of an applicable tariff, the provision of such tariff will control.

SEVERABILITY

If any provision of this Agreement is held by a court to be invalid, void or unenforceable, the remainder of this Agreement shall remain unimpaired and in full force and effect. In addition, in the event that any provision (or portion thereof) of this Agreement is determined by a court to be unenforceable as drafted by virtue of the scope, duration, extent, or character of any obligation contained therein, it is the parties' intention that such provision (or portion thereof) shall be construed in a manner designed to effectuate the purposes of such provision to the maximum extent enforceable under such applicable law.

FORCE MAJEURE

Neither party nor its affiliates, subsidiaries, or contractors shall be liable to the other party for any delay, failure in performance, loss or damage, except for credits or money payments due, to the extent such delay or failure is caused by events beyond its reasonable control, including but not limited to, fire, flood, explosion, fiber cuts, failure of public utilities, unavailability of materials or rights-of-way, accident, war, strike, embargo, terrorist activities, supplier failures, shortages, breaches or delays, or Acts of God.

NO WAIVER

Failure by either party to take action to enforce compliance with any of the terms or conditions of this Agreement shall not constitute a waiver or relinquishment of such right. All waivers must be in writing. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time.

CONFIDENTIALITY

If "Hosting Company" and Customer have executed a Nondisclosure Agreement, Confidentiality Agreement, or similar agreement, the parties agree that the terms therein shall remain in full effect throughout the Term of this Agreement and shall be incorporated herein by reference. Notwithstanding the foregoing, Customer and "Hosting Company" agree to maintain in strict confidence all plans, designs, drawings, trade secrets, and other proprietary information of the other party disclosed under this Agreement. No obligation of confidentiality shall apply to disclosed information that the recipient: (a) already possesses without obligation of confidentiality; (b) develops independently; or (c) rightfully receives without obligation or confidentiality from a third party. The parties' obligations under this section shall survive expiration or termination of this Agreement.

RELATIONSHIP OF THE PARTIES

The relationship between the parties shall be that of independent contractors and not of principle and agent, employer and employee, franchiser and franchisee, partners or joint ventures. This Agreement does not establish Customer as a dealer, distributor or franchisee of "Hosting Company", and no fee is being paid to "Hosting Company" to enter into this Agreement.

NOTICES

All notices shall be in writing, sent to the address set forth below, and will be deemed given when: (a) delivered to the recipient by certified U.S. Mail or overnight courier service with proof of delivery; (b) hand?delivered to the recipient; or (c) delivered by facsimile or e?mail to the recipient and confirmed by U.S. Mail or overnight courier service with proof of delivery.

PUBLICITY

No public statements or announcements relating to this Agreement shall be issued by either party without the prior written consent of the other party.

ENTIRE AGREEMENT

This Agreement, together with any Attachments and Service Orders hereto (which are incorporated herein and made an integral part hereof), constitute the entire agreement between the parties with respect to the Products/Services, and supersede all prior agreements, proposals, representations, statements or understandings, whether written or oral, concerning the Products/Services or the parties' rights or obligations relating to the Products/Services, and may not be amended, supplemented or discharged except by an instrument in writing signed by each of the parties. Any prior representations, promises, inducements or statements of intent regarding the Products/Services that are not embodied in this Agreement are of no effect. In the event of a conflict between the terms of this Agreement, any Attachment, and/or any Service Order, the Service Order(s) shall take precedence over the Attachment(s) and the Agreement, and the Attachment(s) shall take precedence over the Agreement.

Policy Info

We are a business and family friendly company. Please read the policy before ordering. You will be required to agree to the policy before we set up your site.