TERMS OF USE - HOSTING

Last Modified: August 30, 2024

These Terms of Use ("TOU") - Hosting constitute a binding agreement between you, the client ("Client") or end user, and Unite Interactive Corporation ("Unite Interactive"), with respect to your use of the hosting services provided by Unite Interactive upon signing up for said hosting services on a particular agreement or order form that indicates that you agree to comply with the TOU.

The spirit of the TOU is to ensure clients are using Unite Interactive's hosting services with due regard to the rights of other Internet users and in conformity with the requirements of Unite Interactive's network environment. The TOU are not exhaustive and Unite Interactive reserves the right to add, delete, or modify any provision of its TOU at any time. Any complaints about a client's violation of the TOU should be sent to info@uniteinteractive.com. Except when expressly agreed to the contrary in writing by an authorized representative of Unite Interactive, this TOU supersedes any other agreement with Unite Interactive, whether written, oral, by conduct, or otherwise.

Client Responsibility

Clients are required to use the Unite Interactive network responsibly. This includes respecting the other clients of Unite Interactive. Unite Interactive reserves the right to suspend and/or cancel service with any client who uses the Unite Interactive network in such a way that adversely affects other Unite Interactive clients. While Unite Interactive may monitor its service electronically to determine that its facilities are operating satisfactorily, as a general practice, Unite Interactive does not monitor its clients' communications or activities to determine whether they are in compliance with the TOU. However, when Unite Interactive becomes aware of any violation of the TOU or other user agreements, Unite Interactive may take any action to stop or correct such violation, including, but not limited to, denying access to Unite Interactive's hosting services and equipment. In addition, Unite Interactive may take action against a client or a client of such client because of the activities of such client. Failure to cooperate with such corrective or preventive measures is a violation of Unite Interactive policy and Unite Interactive reserves the right to take any such action even though such action may affect other clients of the Unite Interactive client.

Minimum Age Requirement

Unite Interactive clients must be at least 18 years of age. Any individual under the age of 18 years ("Minor") must have a parent or guardian accept the TOU in order for the Minor to become a Unite Interactive client. A parent or guardian who accepts the TOU on behalf of a Minor will be primarily liable for ensuring complete and proper compliance with the TOU, including the timely and full payment of the charges for Unite Interactive hosting services, and such primary liability will continue even when the Minor has attained the age of 18, unless the parent or guardian obtains Unite Interactive's express written consent to the contrary. Any acceptance of the TOU or any other agreement for Unite Interactive's hosting services will be deemed null and void to the extent that Unite Interactive will not be liable in any way as a result of the Minor's age or legal incapacity or the Minor's use of Unite Interactive's hosting services.

System and Network Abuse

Violations of system or network security are prohibited and may result in criminal and civil liability. Examples of system or network security violations include, without limitation the following: unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network; interference with service to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks; forging of any TCP-IP packet header or any part of the header information in an email or online posting.

Illegal Use and Prohibited Content

Unite Interactive servers may be used for lawful purposes only. The transmission, storage, promotion or distribution of any information, data, or material in violation of, or facilitating the violation of, any applicable law or regulation, is prohibited. This includes, but is not limited to: copyrighted material, trademarks, trade secrets or other intellectual property rights used without proper authorization; material that is obscene, libellous, slanderous, defamatory, or constitutes an illegal threat; harassment; and child pornography. Unite Interactive does not screen any material submitted to Unite Interactive by client for publication or transmission on client's behalf, and Unite Interactive's publication or transmission of such material does not create any express or implied approval by Unite Interactive of such material, nor does it indicate that such material complies with the terms of this TOU. The client is solely responsible for any and all materials published or transmitted through the use of Unite Interactive's hosting services in connection with client's accounts. As may be required by any applicable law, Unite Interactive will notify law enforcement agencies when it becomes aware of the presence or transmission of unlawful information, data or material.

Viruses and Other Destructive Activities

Use of Unite Interactive's hosting services or equipment for creating or sending Internet viruses, worms or Trojan horses, or for pinging, flooding or mail bombing, or engaging in denial of service attacks is prohibited. It is also prohibited for any client to engage in other activity that is intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use Unite Interactive's hosting services and equipment (or any connected network, system, service or equipment) or conduct their business over the Internet.

Spamming

Sending unsolicited bulk and/or commercial messages over the Internet (known as "spamming") is prohibited, regardless of whether or not it overloads a server or disrupts service to Unite Interactive's clients. The term "spamming" also includes, but is not limited to, maintaining an open SMTP policy, engaging in spamming using the service of a third party and referencing in the spam a website or email hosted on a Unite Interactive server, and selling or distributing software (on a website residing on a Unite Interactive server) that facilitates spamming. Unite Interactive requires that all client's emails and mailing lists (if any) are in full compliance with Canada's Anti-Spam Legislation. Unite Interactive also prohibits the use of third party/purchased mailing lists. The first violation of this policy will result in a written warning. A second violation will result in immediate suspension of the client's email services. Subsequent violations may result in client's account being closed and a minimum fine of $200 assessed. Unite Interactive reserves the right to determine, in its sole and absolute discretion, what constitutes a violation of this provision.

Security Responsibilities

Unite Interactive will take all reasonable steps to ensure the integrity and security of any personal data and information hosted through the Services in accordance with applicable laws and regulations.

Client is solely responsible for any breaches of security, including hacks and stolen passwords, affecting hosting accounts under Client control.

You are responsible for keeping passwords secure. Unite Interactive will not be liable for any loss or damage from your failure to maintain the security of your accounts and passwords. If a client's account is involved in an attack, it may be shut down and an immediate investigation will be launched to determine the cause/source of the attack. In such event, the client is responsible for the cost to rectify any damage done to the client's account and any other requirement affected by the security breach.

Security Incident Notification

Unite Interactive will notify Client of a security incident without delay after becoming aware of the security incident, and take appropriate measures to address the security incident. In the event of unsuccessful security incidents (no unauthorized access granted) (pings, port scans, unsuccessful login attempts, denial of service attacks or other unauthorized access attempts), Unite Interactive will not be obligated to notify Client.

Resale or Sharing of Services

The hosting services provided hereunder are limited to the client and may not be resold or shared in any manner whatsoever unless Unite Interactive provides prior written consent.

Hosting Service Disclaimer

Unite Interactive's hosting services are provided on an as is, as available basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose or non-infringement. Unite Interactive expressly disclaims any representation or warranty that Unite Interactive's hosting services will be error-free, secure or uninterrupted. No oral advice or written information given by Unite Interactive, its employees, licensors or the like, will create a warranty; nor may you rely on any such information or advice. Unite Interactive and its partners and suppliers will not be liable for any cost or damage arising either directly or indirectly from any transaction or use of the hosting services.

Backup of Data

Unite Interactive's hosting services include automated backups of client data, minimally on a daily basis, with backups stored minimally for 21 consecutive days.

Third Party Licenses

Unite Interactive makes a reasonable effort to provide clients with technologies, developments, and innovations (collectively "Technologies"), part of which may be licensed, or co-branded, from or by, third party entities. However, Unite Interactive makes NO warranty of any kind, either express or implied, regarding the quality, accuracy, reliability, validity, or continued existence of any or all aspects of such Technologies. Moreover, Unite Interactive specifically disclaims all warranties of merchantability and fitness for a particular purpose for such Technologies. Furthermore, no client will hold Unite Interactive liable in any way for the revocation of any license, which has been licensed to Unite Interactive. The use of the Technologies obtained from or through Unite Interactive, or any other referred third party, whether directly or indirectly, is at the sole risk of clients.

Limitation of Liability

To the maximum extent permitted by applicable law, in no event, and under no theory of law or equity, will Unite Interactive (including, without limitation, Unite Interactive's executives, directors, shareholders, officers, attorneys, managers, employees, consultants, contractors, agents, representatives, parent companies, subsidiaries, affiliates, third-party providers, merchants, licensors, or the like) or anyone else involved in creating, producing, or distributing Unite Interactive's services, be liable for the loss of a domain name, or any business or personal loss including data loss, revenues decrease, expenses increase, costs of substitute products and/or Unite Interactive services, or any other loss or damage whatsoever, or for any consequential, special, incidental, punitive, direct, indirect or other damages of any kind arising out of any use of, or any inability to use, any Unite Interactive services even if Unite Interactive has been advised of the possibility of such damages. All claims and causes of actions arising in connection with Unite Interactive or Unite Interactive's services are permanently barred unless the claim or cause of action is commenced within 6 months after the basis of the claim or the cause of action arose, regardless of any statutory limitation period allowing for a longer period. Unite Interactive's total cumulative liability, if any, to client, or any third party, for any and all damages, related to the TOU or Unite Interactive's services, including, without limitation, those from any negligence, any act or omission by Unite Interactive or Unite Interactive's representatives, or under any other theory of law or equity, will be limited to, and will not exceed, the actual dollar amount paid by the client to Unite Interactive for the services which gave rise to such damages, losses and causes of actions during the 3-month period prior to the date the damage or loss occurred or the cause of action arose.

Indemnification

The client agrees to protect, defend, hold harmless, and indemnify Unite Interactive, any third party entity related to Unite Interactive (including, without limitation, third party vendors), and Unite Interactive's executives, directors, shareholders, officers, attorneys, managers, employees, consultants, contractors, agents, representatives, parent companies, subsidiaries, and affiliates, from and against any and all liabilities, losses, costs, judgments, damages, claims, or causes of actions, including, without limitation, any and all legal fees and expenses, arising out of or relating to the client's use of the hosting services, any violation or breach by the client of the TOU, or any negligence, act or omission of or by the client.

Independent Contractors

Nothing in this Agreement will be construed as creating a partnership or relationship of employer and employee, principal and agent, partnership or joint venture between Unite Interactive and its clients. Each of Unite Interactive and its clients will be deemed an independent contractor at all times and will have no right or authority to assume or create any obligation on behalf of the other, except as may be expressly provided herein.

Modifications

Unite Interactive may at its sole discretion discontinue, upgrade, replace, modify, or change in any way, without limitation, any Unite Interactive service, and/or any software, application, program, data, hardware, equipment, or portions or components thereof, used to provide clients with Unite Interactive's hosting services. Certain changes to Unite Interactive's hosting services may affect the operation of clients' personalized applications and content, including any third party software hosted in the client's account or used in connection with Unite Interactive's hosting services. Each client is solely responsible, and Unite Interactive is not liable, for any and all such personalized applications and content, including but not limited to updating, upgrading and patching, except as expressly agreed to by Unite Interactive. Unite Interactive may but is not obligated to provide clients with notice of any such modifications. At the request of the client, Unite Interactive may provide additional services at agreed to rates.

Intellectual Property

Any intellectual property developed by Unite Interactive during the performance of hosting services shall belong the property of Unite Interactive.

Client's Confidential Information

The client acknowledges that during the provisioning of the hosting services, Unite Interactive may come into possession of confidential information belonging to the client, concerning client's activities or client's clients. The client further acknowledges that Unite Interactive will not disclose, or permit to be disclosed, to any third party such confidential information, without first obtaining written permission from client unless it is necessarily incidental to the provisioning of the hosting services, and that Unite Interactive will not use the confidential information for any purpose other than the purposes of client.

Publicity

You agree that Unite Interactive may publicly disclose that we are providing hosting or other services to you and may use your name and logo to identify you as our client.

Actions Taken by Unite Interactive

The failure by a client to meet or follow any of the TOU is grounds for account deactivation. Unite Interactive will be the sole arbiter as to what constitutes a violation of the TOU. Unite Interactive reserves the right to remove any account without prior notice and to refuse service to anyone at any time. When Unite Interactive becomes aware of an alleged violation of its TOU, Unite Interactive will initiate an investigation. During the investigation, Unite Interactive may restrict a client's access in order to prevent further potentially unauthorized activity. Depending on the severity of the violation, Unite Interactive may, at its sole discretion, restrict, suspend, or terminate a client's Web hosting account and/or pursue other civil remedies. If such violation is a criminal offense, Unite Interactive will notify the appropriate law enforcement authorities of such violation. An unlisted activity may also be a violation of the TOU if it is illegal, irresponsible, or constitutes disruptive use of the Internet. Unite Interactive does not issue credits for outages incurred through service disablement resulting from TOU violations. Violators of the policy are responsible, without limitations, for the cost of labor to rectify any damage done to the operation of the network and business operations supported by the network, and to respond to complaints incurred by Unite Interactive.

Furthermore, Unite Interactive reserves the right to suspend or terminate your account if so ordered by an authoritative body of competent jurisdiction, or if the continuing provision of hosting services to client may result in a legal or material risk to Unite Interactive, or if Unite Interactive is not legally permitted to provide hosting services to you.

Arbitration

If any dispute, difference or question arises between the parties with respect to the meaning or effect of this Agreement, the rights or liabilities of the parties, or any other matter not herein specifically determined, then the subject matter of that dispute, difference or question shall be referred to arbitration in accordance with The Arbitration Act of Manitoba.

Assignment

Clients may not assign or delegate their rights or obligations under the TOU or other agreement for Unite Interactive's services, either in whole or in part, without the prior written consent of Unite Interactive.

Governing Law and Severability

The TOU, and any other agreement for Unite Interactive services, will be governed by and construed in accordance with the laws of the Province of Manitoba in Canada. Any litigation or arbitration between a client and Unite Interactive will take place in Winnipeg, Manitoba, Canada, and the client will consent to personal jurisdiction and venue in that jurisdiction. If any provision or portion of the TOU or other Unite Interactive agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of the TOU or the agreement will continue in full force and effect.

Force Majeure

Unite Interactive will not be liable for any downtime or delays in its performance or provisioning of services directly or indirectly caused by or resulting from circumstances beyond Unite Interactive's reasonable control, including acts of God, wars, insurrection, civil commotions, riots, national disasters, earthquakes, strikes, fires, floods, water damage, explosions, shortages of labor or materials, labor disputes, accidents, transportation problems, accidents, embargoes, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment, material or service required for Unite Interactive to perform its obligations hereunder, or governmental restrictions (collectively "Force Majeure"). Unite Interactive will make reasonable efforts to reduce to a minimum and mitigate the effect of any Force Majeure. Notwithstanding anything contained elsewhere herein, lack of finances will not be considered an event of Force Majeure nor will any event of Force Majeure suspend any obligation of clients for the payment of money due.

Waiver and Amendment

Any waiver, modification, or amendment of any provision of the TOU or other agreement for Unite Interactive services, initiated by a client, will be effective only if accepted in writing and signed by an authorized representative of Unite Interactive. No waiver by either party of any breach by the other party of any provision of the TOU or other agreement for Unite Interactive services shall be deemed or construed to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.

Unite Interactive's Correspondence

No correspondence from Unite Interactive, including without limitation emails, faxes or written letters, may be sent, distributed, posted, published or otherwise transmitted to any third party or on any medium accessible to the public, including without limitation Internet websites or blogs, by client at any time, without Unite Interactive's prior written consent.

Account Renewals

In order to insure that your hosting services remain uninterrupted, all hosting services, including without limitation, hosting, domains, and any additional features, will automatically renew at the end of the relevant billing cycle or registration term, unless the hosting services are expressly agreed for a fixed term. If you wish to cancel any of your hosting services before the relevant expiration/renewal date, please refer to the Cancellation section below.

Termination for Bankruptcy or Insolvency

If a client becomes insolvent or any bankruptcy petition is filed by the client, or any third party against the client, Unite Interactive may immediately terminate provision of Unite Interactive's hosting services to the client without prior notice or penalty. Such client consents to the grant of relief from any automatic stay of proceedings against Unite Interactive in such event.

Cancellation

Unite Interactive does not monitor, and will not automatically cancel any account or service for problems related to domain name transfers or expirations, hosting transfers, non-usage, or any other secondary issues not directly related to Unite Interactive's hosting services.

Unite Interactive may suspend or cancel any account or service if the client breaches any term of the TOU, and such breach continues for ten (10) business days after Unite Interactive has notified the client. Unite Interactive may also cancel any account or service without cause at any time upon 30 (thirty) days' notice to the client, for any reason Unite Interactive considers appropriate.

The client may cancel any account or service upon 30 (thirty) days' notice to Unite Interactive.

Cancellations do not relieve the client from paying any outstanding balance owed on the account.

Billing/Rate Changes

Unless otherwise agreed, Unite Interactive may at its sole discretion change any of the billing policies and rates upon 30 (thirty) days' notice to client.

Payments

Unless otherwise agreed, Unite Interactive will generate quarterly invoices stating all fees, charges and taxes incidental to Unite Interactive's provisioning of hosting services to client in the closing quarter, and full payment shall be due within 30 days of the invoice date, and payment must be made by cheque or money order in Canadian funds and mailed or couriered to Unite Interactive's corporate head office. A $30.00 (Thirty Canadian Dollars) collection fee will be charged for each dishonoured cheque.

If Unite Interactive collects from the client any payment due at law or through an attorney at law or under advice therefrom or through a collection agency, the client will pay all costs of collection including, without limitation, all court costs and Unite Interactive's reasonable attorneys' fees.

Changes to Services - Terms of Use

These hosting terms of use are incorporated into your Agreement by reference to pages on the Unite Interactive website. Unite Interactive reserves the right from time to time revise these terms of use and any changes to the terms of use will be reflected in an updated terms of use agreement and last modified date available on the Unite Interactive website.