By registering for an account at SendGraph.com with your email address you are agreeing to the Terms of Service and all other clauses listed here forth. If you do not wish to accept these terms you can simply deactivate your account and don’t continue using it.
The Effective Date of this Services Agreement is the date at which you sign up for an account through our sign up form.
RECITALS
WHEREAS, SendGraph operates hardware and software for hosting websites, and has substantial knowledge, experience and expertise in management and maintenance of websites.
WHEREAS, Client desires to engage SendGraph, and SendGraph desires to be engaged by Client to provide such services subject to the terms and conditions set forth below.
WHEREAS, the parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, SendGraph can make no guarantee that any given reader shall be able to access SendGraph’s server at any given time.
SendGraph represents that it shall make every good faith effort to ensure that its server is available as widely as possible and with as little service interruption as possible.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, Client and SendGraph agree as follows:
TERMINATION
SendGraph shall have the right to terminate this Terms of Service with an immediate effect in writing to the Client if any of the following events occur.
– Client fails to make any payment when it becomes due, – Client is in breach of any of its obligations under this Agreement, – A liquidator is appointed over the Client or any of its assets, – Client enters or proposes to enter into any arrangements with its creditors, including voluntary arrangements – Client passes a resolution for winding up (other than for the purpose of reconstruction), or a court makes an order to that effect.
This contract may be terminated by either party, without cause, at any time, by giving the other party 14 days written notice. SendGraph will accept termination by electronic mail. Any rights to terminate this Agreement shall be without prejudice to any other accrued rights.
FINANCIAL ARRANGEMENTS
Client shall pay by valid payment method for Services provided by SendGraph at the time of signing up at the fee set forth on the on SendGraph. Client’s monthly payments for the Services, depending on the plan selected by Client, shall be automatically charged to the valid payment method provided by Client at the time of purchase each month.
If Client does not pay the fees by the Due Date, SendGraph may suspend Client’s ability to use the Services, and may terminate this Services Agreement.
1. Client agrees that all charges and fees associated with an account are their sole responsibility. 2. Billing will stop at end of term during which the service is cancelled. 3. At the end of the contract term, the contract will automatically renew for the original contract length indefinitely until cancelled in writing or via email. 4. Violations of SendGraph’s Terms of Service may, at SendGraph’s discretion, result in immediate and permanent disablement without refund. 5. Disputed charges (“chargebacks”) associated with any SendGraph account may, at SendGraph’s discretion, result in immediate and permanent disablement. SendGraph expressly reserves the right to change the fees charged hereunder for the Services with advanced notice to the Client. If Client does not agree to any such pricing change, it may cancel the Services any time.
TAXES
SendGraph shall not be liable for any taxes or other fees to be paid in accordance with or related to purchases made from Client. Client agrees to take full responsibility for all taxes and fees of any nature associated with such products sold.
MATERIAL PRODUCTS
1. Client will provide SendGraph with material and data in a condition that is “service ready”, which is in a form requiring no additional manipulation on the part of SendGraph. SendGraph shall make no effort to validate this information for content, correctness or usability. 2. Use of SendGraph’s service requires a certain level of knowledge in the use of Internet languages, protocols, and software. This level of knowledge varies depending on the anticipated use and desired content of Client’s Webspace by the Client. 3. Web Publishing and Email sending: requires knowledge of HTML, properly locating and linking documents, FTPing Webspace contents, Graphics, text, Sound, imagemapping, email marketing, etc. 4. SendGraph will exercise no control whatsoever over the content of the information passing through the network, provided that it adheres to all other conditions set forth below:
Client agrees to not use the Service to:
1. Upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; 2. Harm minors in any way; 3. Impersonate any person or entity, including, but not limited to, a SendGraph official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; 4. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service; 5. Upload, post, email, transmit or otherwise make available any Content that Client does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); 6. Upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual or proprietary rights (“Rights”) of any party; 7. Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising or promotional materials, except in those areas (such as shopping) that are designated for such purpose; in no event , however, is junk mail, spam, chain letters, pyramid or Ponzi schemes, or the like allowed; 8. Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; 9. Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges; 10. Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; 11. Intentionally or unintentionally violate any applicable local, state, national or international law, any rules of any national or other securities exchange, and any regulations having the force of law; 12. Provide material support or resources (or conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; 13. SendGraph reserves the right to police its network to verify compliance with all agreed upon Terms. 14. The Client agrees to cooperate in any reasonable investigations into their adherence to all agreed upon Terms. Failure to cooperate is grounds for immediate disablement of all accounts/service plans. 15. SendGraph reserves the right to stop the services deemed to present a security threat to SendGraph’s customers, servers, or network. 16. The opening of multiple accounts or service plans in order to bypass any restrictions or overage charges set forth by SendGraph is grounds for termination of all services. 17. SendGraph makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. SendGraph also disclaims any warranty of merchantability or fitness for a particular purpose and will not be responsible for any damages that may be suffered by the Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Client. Use of any information obtained by way of SendGraph is at the Client’s own risk, and SendGraph specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of a connection to and do not represent guarantees of available end to end bandwidth. SendGraph expressly limits its damages to the Client for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. 18. SendGraph specifically denies any responsibilities for any damages arising as a consequence of such unavailability. In the event that this material is not “service-ready”, SendGraph may, at its option and at any time, reject this material, including but not limited to after it has been put on SendGraph’s system. SendGraph agrees to notify Client immediately of its refusal of the material and afford Client the opportunity to amend or modify the material to satisfy the needs and/or requirements of SendGraph. If the Client fails to modify the material, as directed by SendGraph, within a reasonable period of time, which shall be determined between the parties themselves, the contract shall be deemed to be terminated. 19. Certain aspects of the Services may be in beta form as designated by SendGraph (“Beta Services”). In addition to the disclaimers of warranty set out in this Agreement, the Beta Services are provided on an as-is basis with the express understanding that they may not have been tested, have faults, and may not be as secure as other elements of the Services. Any SLA, indemnity, representation or warranty that SendGraph provides herein does not apply to the Beta Services. SendGraph reserves the right to terminate the Beta Services at any time, even if Client has relied on them as a material inducement to enter into this Agreement. SendGraph makes no guarantee that Beta Services will be put into production.
TRADEMARKS & COPYRIGHTS
Client warrants that it has the right to use the trademarks and copyrights applicable to all content and/or products being made available through the client’s account.
INTELLECTUAL PROPERTY RIGHTS
Client shall obtain any and all necessary consents and clearances to enable you lawfully to make use of all and any intellectual property rights through the Services, including without limitation, clearance and/or consents in respect of Client’s domain name or content on Client’s website.
HARDWARE, EQUIPMENT, & SOFTWARE
The client is responsible for and must provide all telephone, computer, hardware and software equipment and services necessary to access SendGraph. SendGraph makes no representations, warranties or assurances that the Customer’s equipment will be compatible with the SendGraph service.
LIMITED LIABILITY
Client expressly agrees that use of SendGraph’s Services is at Client’s sole risk. Neither SendGraph, its employees, affiliates, agents, third party information providers, merchants, licensers or the like, warrant that SendGraph’s Services will not be interrupted or error free; nor do they 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 service or merchandise contained in or provided through the SendGraph Services, unless otherwise expressly stated in this contract. Under no circumstances, including negligence, shall SendGraph, its offices, agents or anyone else involved in creating, producing or distributing SendGraph’s Services be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the SendGraph Services; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to SendGraph’s records, programs or services. Client hereby acknowledges that this paragraph shall apply to all content on SendGraph’s Services.
In any event no claim shall be brought unless Client has notified SendGraph of the claim within one year of its arising.
In no event shall SendGraph be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.
INDEMNIFICATION
Client agrees that it shall defend, indemnify, save and hold SendGraph harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys’ fees, (“Liabilities”) asserted against SendGraph, its agents, its clients, servants officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Clients, its agents, employees or assigns. Client agrees to defend, indemnify and hold harmless SendGraph against Liabilities arising out of:
Any injury to person or property caused by any products sold or otherwise distributed in connection with SendGraph’s Services by Client; Any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party; Copyright infringement by Client; Any defective product which Client sold on Client’s website.
ADULT CONTENT
Because the Internet is a global communication tool, and we have clients from nearly every country in the world it is difficult to dictate what is considered “adult material.” However, it is not our function to discriminate against those who choose to utilize adult content or adult related material. This being said, there are still several reasons why SendGraph has been forced to not to use this service adult content.
What does SendGraph consider “Adult Material”? Examples of adult material include, without limitation, the following: 1. Any site whose revenue is gained in part or whole from its adult content. 2. Photos or videos showing frontal nudity on either men or women for non-scientific or non-artistic purposes. 3. Hyperlinks to adult sites, including but not limited to sites who violate these policies. 4. Sites that have discussion boards and share information that is ‘adult’ in nature. 5. Sites that sell or promote ‘adult’ material, including but not limited to adult toys.
FILE SHARING APPLICATIONS
All accounts in SendGraph are strictly prohibited in publishing or distributing in anyway on links or files that are related to file that are provided through file sharing service. Whether lawful or unlawful, SendGraph reserves the right to determine what is harmful to its Clients, operations or reputation.
REVISIONS AND ERRATA
The materials appearing on SendGraph’s web site could include technical, typographical, or photographic errors. SendGraph does not warrant that any of the materials on its web site are accurate, complete, or current. SendGraph may make changes to the materials contained on its web site at any time without notice. SendGraph does not, however, make any commitment to update the materials.
LINKS
SendGraph has not reviewed all of the sites or email hosting accounts linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by SendGraph of the site. Use of any such linked web site is at the user’s own risk.
SITE TERMS OF USE MODIFICATIONS
SendGraph may revise these terms of service for its web site at any time without notice. By using this web site you are agreeing to be bound by the current version of these Terms of Services. Except as expressly provided herein, this Agreement, including any other contracts incorporated by reference, may only be amended as agreed by the parties in a written amendment (including by a click-to-accept that is accepted by Client or Authorized User). The parties further agree that upgrades (e.g. moving up a service plan level), downgrades (e.g. moving down a service plan level), and additional services (e.g. adding account management services) may be agreed via electronic communication that is acknowledged by authorized representatives for both parties. If one party fails to exercise, or delays exercising, any right, remedy or power set out in this Agreement, this shall not operate as a waiver of that right, remedy or power, whether under this Agreement or at law or equity.
FORCE MAJEURE
Except for the payment of fees by Client, if the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of United States and you hereby submit to the non-exclusive jurisdiction of these courts.
CONTRACT REVISIONS
Revisions to this Contract will be applicable to previous Contracts Revisions will be considered agreed to by the Client on renewal of service as specified in Section – Financial Arrangements.
TRANSFER
Client may not transfer this contract without the written consent of SendGraph.
CONTRACT
These Terms of Service constitutes the entire Contract and understanding of the parties. Any changes or modifications to these Terms of Service of Contract thereto are agreed to by the both parties upon renewal of services.