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This Service Agreement ("Agreement") applies to the purchase from Little Frog Innovations, Inc. and its affiliates (collectively, "LFI") of all services (collectively, the "Services") selected by Customer through the online registration tools, as applicable, incorporated by reference and attached hereto, if any, except that if Customer is also ordering colocation and/or website production services, Customer is also required to sign the agreements specific to those services. LFI reserves the right to modify its network and facilities used to provide the Services for purposes including but not limited to accommodating evolving technology and increased network demand, and providing enhanced services. LFI shall use reasonable efforts to notify Customer of any planned changes to LFI's network or facilities that may adversely affect the Services provided hereunder. This agreement does not apply to customers that resell LFI services. Such resellers must sign the appropriate LFI Reseller Agreement, which may be obtained from legal@littlefroginnovations.com.
This Agreement shall be for the term specified by Customer on the Order Form or Domain Name Registration Form, as applicable (the "Initial Term"). This Agreement will be automatically renewed, at the end of the Initial Term, on a month-to-month basis unless either party provides thirty (30) days written notice to the other of termination of this Agreement prior to the end of the then current term. The Initial Term and all month-to-month extensions thereof are collectively referred to herein as the "Term" of this Agreement.
See Billing Policy
See Billing Policy
Customer shall at all times adhere to the LFI Acceptable Use Policy contained herein, as amended from time to time by LFI effective upon posting of the revised policy. Notwithstanding anything to the contrary contained herein, LFI may immediately take corrective action, including disconnection or discontinuance of any and all Services, or terminate this Agreement in the event of notice of possible violation by Customer of the LFI Acceptable Use Policy. In the event LFI takes corrective action due to a violation of the LFI Acceptable Use Policy, LFI shall not refund to Customer any fees paid in advance of such corrective action.
Customer expressly (i) grants to LFI a license to cache the entirety of Customer's website, including content supplied by third parties, hosted by LFI under this Agreement and (ii) agrees that such caching is not an infringement of any of Customer intellectual property rights or any third party's intellectual property rights.
Customer agrees that bandwidth and/or disk usage shall not exceed the number of megabytes per month for the Services ordered by Customer on the Service Order Form. If bandwidth or disk usage exceeds the agreed upon number of megabytes per month, LFI, in its sole discretion, may assess additional standard charges, disconnect or discontinue any and all Services, or terminate this Agreement, in each case, upon ten (10) days advance written notice to Customer. In the event that LFI elects to take such action, Customer shall not be entitled to a refund of any fees paid in advance of such corrective action.
LFI is acting only as a reseller and/or provider of any hardware, software, circuit and equipment (collectively, the "Equipment") offered under this Agreement that was manufactured by a third party. LFI shall not be responsible for any changes in Service(s) that cause Equipment to become obsolete, require modification or alteration, or otherwise affect the performance of the Service(s). Any malfunction or manufacturer's defects of Equipment either sold or provided by LFI to Customer or purchased directly by Customer used in connection with the Service(s) will not be deemed a breach of LFI's obligations under this Agreement. Any rights or remedies Customer may have regarding the performance or compliance of Equipment are limited to those rights extended to Customer by the manufacturer of such Equipment. Customer is entitled to use any Equipment supplied by LFI only in connection with Customer permitted use of the Service(s). Customer shall not resell, transfer, export or re-export any Equipment, or any technical data derived from, in violation of any applicable United States or foreign law.
Customer acknowledges and agrees that LFI exercises no control over, and accepts no responsibility for, the content of the information passing through LFI's host computers, network hubs and points of presence (the "LFI Network") or the Internet. NEITHER LFI, ITS EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS NOR THE LIKE MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT FOR THE SERVICES OR ANY EQUIPMENT LFI PROVIDES. NEITHER LFI, ITS EMPLOYEES, AFFILIATES, AGENTS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE, WARRANT THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. LFI IS NOT LIABLE FOR THE CONTENT OR LOSS OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER'S CLIENTELE VIA THE SERVICE(S) PROVIDED BY LFI.
Customer will indemnify, save harmless, and defend LFI and all directors, officers, employees, and agents of LFI (collectively "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 attorneys' fees) arising out of or relating to the use of the Services by Customer, including any violation of the LFI Acceptable Use Policy. Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortuous interference with contract or prospective business relations, unfair competition, defamation or injury to reputation, or other injuries or damage to business.
IN NO EVENT SHALL LFI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR USE, SUFFERED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT OR STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF LFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will LFI's liability for any damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) exceed the actual dollar amount paid by Customer for the Service which gave rise to such damages, losses and causes of actions during the 12-month period prior to the date the damage or loss occurred or the cause of action arose. Some jurisdictions do not allow the exclusion or limitation of warranties or incidental or consequential damages, so that the above limitations or exclusions may not apply to Customer. In such jurisdictions, LFI's liability (and the liability of its affiliates, agents, content providers and service providers) shall be limited to the greatest extent permitted by applicable law.
Customers are not permitted to perform security tests / scans on LFI servers without prior notification in writing or email to LFI. Failure to comply will constitute a hacking attempt and will be considered an illegal offense. Failure to notify LFI may result in the network performing the scan being blocked, the hosting account disabled, proper governing authorities notified, or the hosting account terminated depending on the violation and length of the attack. If you perform an attack on LFI and your networks are blocked there will be up to a $1000 fee to have the network unblocked from our networks and servers.
LFI shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, terrorist or other attack, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services.
Customer represents and warrants that Customer's use of the Services shall not infringe the intellectual property or other proprietary rights of LFI or any third party. Customer further 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 LFI (collectively, "LFI Intellectual Property") is vested in LFI and/or in LFI's licensors. Unless otherwise specifically provided in this Agreement, Customer shall have no right, title, claims or interest in or to the LFI Intellectual Property. Customer may not copy, modify or translate the LFI Intellectual Property or related documentation, or decompile, disassemble or reverse engineer the LFI Intellectual Property, to use it other than in connection with the Services, or grant any other person or entity the right to do so. Unless otherwise specifically provided in this Agreement, Customer is not authorized to distribute or to authorize others to distribute the LFI Intellectual Property in any manner without the prior written consent of LFI; provided, however, that nothing in this sentence would preclude Customer from using the LFI Intellectual Property as incorporated in the Services. This paragraph shall not operate to extinguish, restrict, vary, waive or affect in any manner whatsoever any right, title or interest which Customer may now have or hereafter acquires in, or in relation to, the third-party software that is part of or provided with the Services solely to the extent such third-party licensors publicly provide such rights, title or interest in the third-party software to Customer.
Each party acknowledges that, in the course of the performance of this Agreement, it may have access to customer information and communications, including proprietary information claimed to be unique, secret, or confidential, and which constitutes the exclusive property and trade secrets of the other party ("Confidential Information"). Except as provided in LFI's Acceptable Use Policy (AUP), each party agrees to maintain the confidentiality of the Confidential Information and to use the Confidential Information only to the extent necessary for legitimate business uses in connection with this Agreement. Upon request of either party or on termination or expiration of this Agreement, each party shall return the Confidential Information of the other party then in its possession. Nothing in this Agreement shall prohibit or limit either party's use of information which (a) is now, or hereafter becomes, publicly known or available through lawful means; (b) is rightfully in receiving party's possession, as evidenced by receiving party's records; (c) is disclosed to the receiving party without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information; (d) is independently developed by the receiving party without any breach of this Agreement; (e) is the subject of a written permission to disclose provided by the disclosing party; or (f) is required by law to be disclosed. Customer further agrees and acknowledges that LFI may disclose Customer account information in accordance with LFI's AUP and Privacy Policy, located at /policies/privacy_policy.html, as amended from time to time by LFI effective upon posting of the revised policy at the URL.
Customer is responsible for its content residing on LFI servers, and except as otherwise agreed with LFI, for the backup thereof.
The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
In the event it is necessary for LFI to enforce its rights under this agreement, Customer agrees to pay all fees incurred by LFI (including, but not limited to, attorney's fees and collection agency fees).
Except as otherwise provided herein, this Agreement may not be amended except upon the written consent of Customer and an officer of LFI. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. The waiver by any party of the time for performance of any act or condition hereunder shall not constitute a waiver of the act or condition itself.
This Agreement shall be binding upon and inure to the benefit of Customer, LFI and our respective successors, and assigns. Customer may not assign this Agreement without the prior written consent of LFI, which consent will not be unreasonably withheld. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.
All notices to Customer hereunder shall be given at the Billing Address provided on the signature page hereto. All notices to LFI hereunder shall be given to:
Little Frog Innovations, Inc.
ATTN: Legal Dept
11549 119th Terrace N
Largo, FL, 33778
Any notice hereunder shall be in writing and shall be given by registered, certified or Express mail, or reliable overnight courier addressed to the addresses in this Agreement, or by facsimile. Notice shall be deemed to be given upon the earlier of actual receipt or three (3) days after it has been sent, properly addressed and with postage prepaid.
This Agreement, and any other document or agreements specifically identified in this Agreement, supersedes all previous representations, understandings or agreements.
ACCEPTANCE OF THIS AGREEMENT BY LFI MAY BE SUBJECT, IN LFI'S ABSOLUTE DISCRETION, TO SATISFACTORY COMPLETION OF A CREDIT CHECK AND CONTINUED CREDIT WORTHINESS OF CUSTOMER. ACTIVATION OF SERVICE SHALL INDICATE LFI'S ACCEPTANCE OF THIS AGREEMENT. USE OF THE LFI NETWORK CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. CUSTOMER REPRESENTS AND WARRANTS THAT CUSTOMER HAS FULL AUTHORITY AND RIGHT TO ENTER INTO THIS AGREEMENT. CUSTOMER FURTHER REPRESENTS AND WARRANTS THAT CUSTOMER IS AT LEAST 18 YEARS OF AGE.
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