Terms of Service / Online Agreement
Hosting Terms & Conditions Agreement
THIS AGREEMENT is made and entered into between Denham Domains, LLC, and/or its subsidiaries and/or affiliates, hereinafter referred to as ("Denham Domains") and you, the Customer ("Customer" or "You"), who wish to use the service(s) of Denham Domains in accordance with this Agreement, to include Denham Domains's application/order form, and its various policies, which are located on the World Wide Web at http://www.DenhamDomains.com and its various subdirectories. You and Denham Domains are collectively referred to in this Agreement as the "parties."
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and promises hereinafter set forth, the parties hereto agree as follows:
a. "Agreement" shall refer to the complete and entire understanding between the parties, exclusively represented by the totality of the following documents: this instrument, which you are now reading; the Denham Domains application/order form for Web space and Services; Denham Domains's Acceptable Use Policy (AUP); and Denham Domains's Billing and Procedures Policy (BP). The term "Agreement" shall not refer to any statement, supposition, or understanding not recorded in writing in the above-listed documents. The Denham Domains AUP and BP may be found on-line at the Denham Domains website (www.DenhamDomains.com).
b. "Registered Name" shall refer to a domain name, whether consisting of two or more levels, about which the Registry Operator of a Top Level Domain (TLD), or an affiliate engaged in providing Registry Services, maintains data in a Registry Database, arranges for such maintenance, or derives revenue from such maintenance. In essence, a Registered Name is a domain name that is registered with a Registry Operator, through an ICANN-accredited Domain Name Registrar.
2. SERVICE DESCRIPTION: As a World Wide Web, Information Technology, and Internet Service Provider, Denham Domains provides Internet Web hosting, ecommerce, domain registration, website design and maintenance and associated services, hereafter referred to as the "Service" or "Services." For this purpose, Denham Domains operates a space located on a network of dedicated server computers, routers, hubs, switches, and other equipment (collectively, the "Network") located in North Carolina, USA, and integrated with the Internet. This Network sends and receives data and information via the World Wide Web. Customer wishes to connect to the Web and establish an Internet Web presence by utilizing the various resources of Denham Domains's Hosting Network and Denham Domains's Services. The quantity, type, and duration of Services provided to Customer shall be as Customer has already affirmatively selected from the Denham Domains website or application/order form. (See summary of options in paragraph 18, below.)
a. The Denham Domains application/order form for Web space and Services; Denham Domains's AUP; and Denham Domains's BP are incorporated herein by reference, as if fully set out. The foregoing constitutes a legal and binding contract between Denham Domains and Customer, which does not extend to any other person or entity.
b. Customer may NOT resell server space to third parties, is solely responsible for activities and content on the network, and is bound by the terms of this Agreement.
c. The duration of this Agreement, as to its Initial Term and any renewal thereof, shall be as Customer has already affirmatively selected on the Denham Domains website or application/order form.
d. In accordance with (IAW) the BP, Denham Domains will bill Customer, and Customer shall pay, for excess resources used by Customer, such as data transfer, disk space usage, etc.
e. Also IAW the BP, cancellations made after an application has been received by Denham Domains, and after Web space has been set up by Denham Domains, do not nullify Customer responsibility to pay costs incurred by Denham Domains in setting up said Web space. To protect Customer's data from malicious deletion or other tampering, and to protect Denham Domains from liability therefore, all cancellations by Customer must be accomplished exactly IAW the Denham Domains BP.
4. WARRANTIES and LIMITATION OF LIABILITY: With respect to the Services to be provided hereunder, Customer understands and acknowledges that Denham Domains MAKES ABSOLUTELY NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. Customer further agrees that Denham Domains shall not be liable to Customer for any claims, damages, or loss of profit which may be suffered by Customer or any other entity in any respect for direct, indirect, consequential, actual, or punitive damages arising out of or in relation to the Services provided hereunder, including, but not limited to, losses or damages resulting from loss of data due to delays, non-deliveries, or Service interruptions. The utilization of any data or information received by Customer from use of the Services to be provided by Denham Domains is at Customer's sole and absolute risk. Denham Domains specifically disclaims and denies any responsibility for the completeness, accuracy, or quality of such data or information.
a. Customer shall not use the Denham Domains name, trademarks, trade names, or logos in connection with the operation of Customer's business, except as may be provided for in this Agreement. Neither party shall use the other party's name, trademarks, or logos in either its own corporate name or in any fictitious name. Neither party nor its employees or agents shall knowingly remove or alter any trademark, trade name, copyright, or other proprietary notices, legends, or symbols from any of the other party's products or documentation or intellectual property.
b. Neither party shall take any action, or intentionally omit to take any action, that would jeopardize, limit, or interfere in any manner with the ownership of the other party in the other party's products, services, documentation, or intellectual property. Title to and ownership of all copies of any products, services, software, documentation, or Internet services developed by or for Denham Domains or owned by Denham Domains through the term of this Agreement, whether in machine-readable or printed form, and including, without limitation, any derivative works, compilations, or collective works thereof, and all related technical know-how, and all rights therein (including without limitation rights in patents, copyrights, and trade secrets applicable thereto), are and shall remain the exclusive property of Denham Domains and its suppliers. Customer shall not take any action to jeopardize, limit, or interfere in any manner with Denham Domains's ownership and rights therein.
c. Customer agrees not to disassemble, de-compile, or reverse-engineer any of Denham Domains's Internet software or any of Denham Domains's source code, without limitation. This also applies to the software and source code of any partner or affiliate of Denham Domains.
6. CONFIDENTIALITY & NON-COMPETITION:
a. Customer and Denham Domains hereby agree not to disclose or use, and to assure that their employees and agents do not disclose or use, any confidential information belonging exclusively to one another ("one another's Confidential Information"). Customer and Denham Domains acknowledge that the following materials and information, and all copies thereof, constitute one another's Confidential Information:
b. Lists of subscribers, customers, or clients, including without limitation information about their occupation, credit card numbers, information, and preferences; and the results of market research performed or obtained by one another concerning any such subscribers, customers, or clients;
c. Information belonging to and/or concerning one another which is not generally known by or disclosed to the public, including without limitation information regarding one another's hardware, software, personnel, finances, business plans, computer programs, code, algorithms, expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics, and other technical, business, financial and product development plans, forecasts, strategies, and any other information marked "Confidential"; and
d. Both parties acknowledge that the other party's above-listed Confidential Information is valuable, special, and unique; that its unauthorized disclosure or use will cause irreparable injury to the other party; that immediate injunctive and/or other equitable relief will be necessary and appropriate to remedy an unauthorized disclosure or use of such information; and that such relief may include without limitation a Temporary Restraining Order (obtained ex parte) as well as permanent injunctive or other relief.
e. Customer shall not cause or attempt to cause any Employee or Agent of Denham Domains, of Denham Domains's subsidiaries, or of its parent company, partners, or associates, to terminate his/her employment or agency during the term of this Agreement. Customer further agrees not to cause or attempt to cause any of Denham Domains's customers, their agents, or their employees to terminate their respective relationships with Denham Domains, or with any of Denham Domains's subsidiaries, or with its parent company, partners, or associates.
f. Upon termination of this Agreement, each party agrees to return to the other party, within a reasonable time period, any and all Confidential Information and other materials belonging to the other party.
g. This Paragraph 4 will survive the termination of this Agreement for a period of two (2) years.
7. PAYMENT POLICIES:
a. The following is intended to supplement the Denham Domains BP by providing a context for it, without conflicting therewith.
b. As consideration for Denham Domains's promise to provide to Customer the Services described hereunder, Customer agrees to pay Denham Domains, at the time of submitting the application and order, all the Denham Domains fees for the Services which Customer has ordered, regardless of the service plan/payment selections Customer has already affirmatively made on the Denham Domains application/order form.
c. All set-up and Initial Term fees are non-refundable, in whole or in part, even if Customer's Web hosting or other Service account shall be suspended, cancelled, or transferred prior to the end of Customer's then-current term. Any termination or cancellation by Denham Domains or Customer shall not relieve Customer of the obligation to pay all fees accrued prior to such termination or cancellation.
d. Customer's set-up fee and first payment are due at the time the on-line application and Agreement are filled out and submitted to Denham Domains. Customer will thereafter be billed according to the Denham Domains BP, located on the Denham Domains website.
e. If Customer pays by check, restrictive endorsements or other statements on checks accepted by Denham Domains shall have no effect. Customer shall reimburse Denham Domains for all administrative costs (including reasonable attorney fees) associated with collecting delinquent or dishonored payments, to include chargebacks. At Denham Domains's sole option, interest charges may be added to any past due amounts at the maximum rate allowed by law.
f. In the event that Customer fails to pay for Services IAW the Denham Domains BP, Denham Domains shall be entitled to unilaterally suspend its obligation to perform under this Agreement, in whole or in part, and to discontinue all or some Services, at its option, until payment is made IAW the BP. Moreover, in the event of failure to pay by Customer and/or a chargeback by a credit card company (or similar action by another payment provider allowed by Denham Domains) in connection with payments for the Services, Customer agrees and acknowledges that, in Denham Domains's sole discretion, Customer's Registered Name (domain name) registration shall be transferred to Denham Domains, and that Denham Domains shall thereupon possess all rights regarding such Registered Name registration including, without limitation, the right to make said Registered Name available to other parties for purchase, for the purpose of recovering the sum that Customer has failed to pay. Denham Domains may reinstate Customer's Registered Name registration at Denham Domains's sole discretion, and will reinstate such following Denham Domains's receipt of payment in full from Customer (unless Denham Domains has already sold the Registered Name registration to a third party, under the above provisions of this Agreement).
g. As to guarantees or any promotional offers that may be in effect at the time you, the Customer, execute this Agreement, those promotional offers or guarantees are expressly subject to the following restrictions: All such promotional offers of products or services, such as free or reduced-rate domain name registration, free or reduced-rate set-up, or similar offers, may be invalidated by Denham Domains in its sole discretion the first time you make a late payment to Denham Domains, or in the event that you cancel your hosting plan within 30 calendar days after executing this Agreement; and in such circumstances, before a refund of any type is made to you, you will be charged the full price for such domain name registration, set-up, or similar product or service covered in a promotional offer. No 30- day "money-back" guarantee shall apply to your upgrade from one hosting plan to another hosting plan.
8. BREACH AND REVOCATION: In the event that Denham Domains may at any time believe that the Service is being utilized for unlawful purposes by Customer, or in contravention of the terms and provisions of this Agreement, or the AUP, Denham Domains may unilaterally and immediately discontinue such Service to Customer without liability. Without limitation, this provision will include adult-content matters, unsolicited bulk emailing (spam), search engine spamming, and failure to pay in accordance with the Denham Domains BP.
9. SECURITY INTEREST IN CUSTOMER'S DATA AND REGISTERED NAME (DOMAIN NAME) REGISTRATION RIGHTS: Customer agrees that Denham Domains and/or its subsidiaries, partners, and associates shall have a security interest in Customer's data and in Customer's Domain Name Registration, and shall have the right in Denham Domains's sole discretion to suspend, cancel, transfer, or modify Customer's Web hosting account and Domain Name Registration in the event that Customer fails to pay or otherwise breaches this Agreement. Customer understands and acknowledges that by placing Customer's Registered Name and Customer's information on Denham Domains's hosting servers, Customer has granted Denham Domains, its partners, associates, and its subsidiaries a security interest in Customer's Registered Name registration and customer's data. Customer acknowledges and agrees that Customer's Registered Name is subject to suspension, cancellation, or transfer by any ICANN procedure, by any Registrar or Registry Operator procedures approved under an ICANN-adopted policy, or by any other TLD Registry Operator procedures as the case may be, for the resolution of disputes concerning the Registered Name. Customer further agrees and acknowledge that Denham Domains owns all databases; compilations; collections; and similar rights, titles, and/or interests worldwide in the Web hosting and Registered Name databases generated by information relating to Denham Domains and Denham Domains subsidiary customers, and all information and derivative works generated from the Web hosting and Registered Name databases to include but not limited to:
a. the original creation date of the Registered Name registration;
b. the expiration date of the Registered Name registration;
c. the name, postal address, e-mail address (which Denham Domains may alias for purposes of transfers), voice telephone number, and where available, fax number(s) of the technical contact, administrative contact, zone contact, and billing contact for the Registered Name registration;
d. any remarks concerning the Registered Name that appear or should appear in the WHOIS or similar database;
e. any other information Denham Domains generates or obtains in connection with the provision of Registered Name registration and/or Web hosting services.
10. DEFAULT; ACCELERATION; AND WAIVER OF NOTICE: Should Customer fail to pay Customer's bill as required by the BP or this Agreement, or should Customer otherwise breach this Agreement, Denham Domains may declare Customer in default and require Customer to pay the entire debt immediately and without prior notice. Further, in the event of default, Denham Domains may act, in its sole discretion, as Customer's Attorney-in-Fact to execute actions or proceedings in connection with this Agreement, including, but not limited to, selling or otherwise disclosing Customer data and/or the Registered Name registration.
11. INDEMNIFICATION: Customer shall indemnify and hold harmless Denham Domains from any and all loss, cost, expense, and damage on account of any and all manner of claims, demands, actions, suits, proceedings, judgments, costs, and expenses that may be initiated against Denham Domains and Denham Domains's officers, directors, employees, partners, or associates for any Service provided to Customer by Denham Domains, to include Web space content that violates any copyright, trademark, or service mark; any proprietary right of any person or entity; any state and/or federal laws or regulations; or contains any defamatory matter.
13. ENTIRE AGREEMENT AND UNDERSTANDING: This instrument --- together with the application/order form for Web space and Services, Denham Domains's AUP, PP, and BP, all of which are published on Denham Domains's Web site and are incorporated herein by reference -- - constitutes the entire Agreement between the parties, and represents the complete and entire understanding of the parties with respect to the subject matter of this Agreement.
14. RELATIONSHIP: The parties hereto are independent entities. Nothing in this Agreement shall be construed to constitute Customer an agent, employee, partner, independent contractor, joint venturer, or any other similar entity.
15. GOVERNING LAW: This Agreement shall be governed by the laws of the State of Missouri in the USA without regard to such State's laws and rules concerning conflicts of laws. Each party agrees that jurisdiction and venue for any and all claims, disputes, or other matters arising out of the Services provided herein and under this Agreement will only lie in Jackson County, Missouri. If any action at law or in equity is brought in Jackson County, Missouri, to enforce or interpret the provisions of this Agreement and Services provided herein, the prevailing party in such action shall be entitled to all reasonable costs to include attorney fees.
16. SEVERABILITY: In the event that any term or provision of this Agreement is held by a court of competent jurisdiction to be illegal, unenforceable, or invalid in whole or in part for any reason, the remaining provisions of this Agreement shall remain in full force and effect.
17. INTERPRETATION: The format, words, and phrases used herein shall have the meanings generally understood thereby in the Computer/Software/Internet Industries. This Agreement shall be construed according to its plain meaning. In the event any ambiguity shall be found herein, interpretation shall be based on the intent of the parties, rather than a construction automatically against the interests of the drafting party.
18. Customer understands that Customer has already affirmatively selected one of the service plan/payment options on the Denham Domains website or application/order form, which is incorporated herein by reference. The main or standard options are summarized immediately below but new options may be added at any time at Denham domains sole discression:
a. Option 1. Term of six (6) months shall begin on the date of application. Customer pays for the six months of Services in six monthly installments, each individual installment being nonrefundable, at Company's sole discretion. Thereafter, renewal terms ONE MONTH IN DURATION shall be automatic unless one of the parties cancels IAW the BP within 30 calendar days of the end of the then-current term.
b. Option 2. Term of twelve (12) months shall begin on the date of application. Customer must pay for the twelve months of Services in one initial installment, such payment being nonrefundable, at Company's sole discretion. Thereafter, renewal terms TWELVE MONTHS in DURATION shall be automatic unless one of the parties cancels IAW the BP within 30 calendar days of the end of the then-current term.
19. You can delete your Denham Domains, LLC account by emailing Please keep in mind that when you pay annually, you may receive one or two months of service for free. When cancelling an account before the pre paid year is complete, then you will not receive a refund for the last month(s) of your service year.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, and in consideration of the covenants and agreements contained herein, do hereby execute this instrument, with each party warranting its ability to enter into this Agreement for the person or entity herein named as a party hereto. By ordering and useing services, filling out the application/order form directly, using a dial-up IP address captured and logged by Denham Domains (or by placing a recorded telephonic order with an Denham Domains representative from a valid telephone number which is logged by a PBX system), and/or by clicking on an "Accept" button, Customer agrees to all the terms and conditions of this Agreement.
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