Web Site Hosting, Use and Transfer
I. acceptance
By using the Products and Services of AspenMedia, you agree, without limitation or qualification, to be bound by, and to comply with, these Terms and Conditions and any other posted guidelines or rules applicable to any individual client web site, Product or Service. All such guidelines and rules are hereby incorporated by reference into the Terms and Conditions.II. conditions and restrictions of use
Use of the Products and Services is subject to compliance with these Terms and Conditions. You acknowledge and agree that AspenMedia may terminate your access to the AspenMedia hosting services or to any of the Products and Services should you fail to comply with the Terms and Conditions or any other guidelines and rules published by AspenMedia. Any such termination shall be in AspenMedias' sole discretion and may occur without prior notice, or any notice. AspenMedia further reserves the right to terminate any user's access to the AspenMedia Network or to any of the Products and Services for any conduct that AspenMedia, in its sole discretion, believes is or may be directly or indirectly harmful to other users or clients, to AspenMedia or its subsidiaries, affiliates, or business contractors, or to other third parties, or for any conduct that violates any local, state, federal, or foreign laws or regulations. AspenMedia further reserves the right to terminate any user's access to the AspenMedia Network or to any of the Products and Services for any reason or for no reason at all, in AspenMedias’ sole discretion, without prior notice, or any notice.In order to use the Products and Services, clients must have access to the World Wide Web and must navigate the Internet to http://www.aspenmedia.com/ or another of the URLs associated with AspenMedias’ Network or client URL.
III. client and user conduct
Upon receiving a hosting service contract from AspenMedia, you will receive a password and user ID. You are responsible for maintaining the confidentiality of the password and ID, and are fully responsible for all activities that occur under your password or ID. You agree to (a) immediately notify AspenMedia of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. AspenMedia cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement.You acknowledge and agree that all information, code, data, text, software, music, sound, photographs, pictures, graphics, video, chat, messages, files, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not AspenMedia, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the administrative system AdminCentral. AspenMedia does not control the user or Content posted via the AdminCentral, and, as such, does not guarantee the accuracy, integrity or quality of such user or Content. Under no circumstances will the AspenMedia be liable in any way for any user or Content, including, but not limited to, for any errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use of any such Content posted, emailed or otherwise transmitted via AdminCentral or FTP. As a general matter, AspenMedia does not pre-screen user or Content posted on the client application, except for certain areas where AspenMedia employs certain automated screening software, although AspenMedia reserves the right to do so. AspenMedia does not guarantee that any screening will be done to your satisfaction or that any screening will be done at all. AspenMedia reserves the right to monitor some, all, or no areas of the administrative system AdminCentral for adherence to these Terms and Conditions or any other rules or guidelines posted by AspenMedia.
The AdminCentral system may only be used for the intended purpose for which such Products and Services are being made available. The intended purpose of site building software provided by AspenMedia is to maintain, publish and produce web sites for client business applications that are consistent with these terms and conditions.
IV. limitation of liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL ASPENMEDIA OR ITS LICENSORS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF AND RELIANCE ON THE PRODUCTS AND SERVICES. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF ASPENMEDIA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PRODUCTS AND SERVICES, FROM INABILITY TO USE THE PRODUCTS AND SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PRODUCTS AND SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE PRODUCTS AND SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE PRODUCTS AND SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE PRODUCTS AND SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE PRODUCTS AND SERVICES. SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE ASPENMEDIATS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE PRODUCTS AND SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE ASPENMEDIA PRODUCTS AND SERVICES UTILIZED. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
SUCH LIMITATION OF LIABILITY SHALL ALSO APPLY TO ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF CLIENT WEB PAGES OR OTHER CONTENT STORED THROUGHT THE ASPENMEDIA NETWORK. OTHERWISE, INCLUDING WITHOUT LIMITATION, CLAIMS FOR FAILURE OF THE SYSTEM TO OPERATE, IN NO EVENT SHALL THE LIABILITY OF ASPENMEDIA, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE FEE, IF ANY PAID BY THE USER FOR THE SYSTEM.
UNDER NO CIRCUMSTANCES SHALL ASPENMEDIA BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING.
V. intellectual Property Rights
AspenMedia is the sole owner of the intellectual property and the specific features and functionality of business applications developed by AspenMedia and used to create client web applications. AspenMedia maintains all intellectual property rights to source code, data algorithms and special middleware applications implemented on the clients’ behalf. AspenMedia is a licensed owner of all software used to implement and run the applications provided on the clients behalf. AspenMedia is the sole owner of all hardware systems used to run and administer client web site business applications. AspenMedia acting in this capacity is solely responsible to maintain and update these systems to continue service under the hosting service contract.The client owns rights to all information, data, text, music, sound, photographs, pictures, graphics, video, chat, messages, files, or other materials used to run the corporate web site. The client has the right to use business applications developed with AspenMedia technology to pursue business as designated under the client corporate initiate only. Any use of this system outside of the pursuit of day-to-day business or any transfer of this application or resale is strictly prohibited and is the exclusive intellectual property right of AspenMedia.
Except as expressly provided to the contrary, you agree not to modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available by AspenMedia in connection with the Products and Services provided. You agree not to hold yourself out as in any way sponsored by, affiliated with, or endorsed by AspenMedia, any of AspenMedia affiliates, or any of AspenMedia service providers. You agree not to use any of the trademarks or service marks or other Content accessible through the AspenMedia of any purpose other than the purpose for which such Content is made available to users by AspenMedia. You agree not to defame or disparage AspenMedia, the trademarks or service marks of AspenMedia, or any aspect of the Products and Services. You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer the Products and Services or any software or programs used in connection with the Products and Services provided by AspenMedia.
Any breach of the intellectual property rights as provided here in will be identified as a violation of the initiate and will entitle AspenMedia the right to recover all damages as to loss of business, legal fees and any additional fees acquired during the pursuit of such rights. All remedy to this breach will be pursued to the full extent of the law.
VI. transfer of web site application
All electronic files are provided as documents following HTML 4 standards as outlined by the W3 Consortium. All client data will be provided as comma or space delimitated asci file format. All supporting content information, code, data, text, music, sound, photographs, pictures, graphics, video, chat, messages, files, multimedia Flash or other materials that are used to create the client web site application are transferred as such originating file formats. This is recognized as client property and will be transferred to such client upon written request received as email, fax or hard copy. Prior to client web application property transfer all accounts must be up-to-date at the time of the transfer request or other mutually acceptable provisions must be arranged with AspenMedia authorized representative. Once all provisions of transfer have been met AspenMedia will provide transfer of the above referenced materials via FTP or compact disc with in 30 days of request.Any transfer of client materials provided to client to third party developers or without express written authorization from an authorized AspenMedia representative will constitute a violation of the intellectual property rights.
VII. file transfer protocol (FTP) privileges
AspenMedia hosted web applications –
(AspenMedia owned hardware, software and bandwidth)
AspenMedia provides access to client accounts to allow the client to maintain and support the business application provided for content updates to the existing web site informational architecture and UI structure. Updates to these sections include text, images and Flash content modification. Due to the security of particular systems and to protect all AspenMedia clients, web site functionality modification to database structure, middleware, software or hardware is exclusively controlled by AspenMedia authorized personnel. AspenMedia controls all account access and acts as the systems administrator for all AspenMedia client applications hosted in this manner.AspenMedia hosted web servers –
(Client owned hardware, software and bandwidth)
Full access to stand alone systems will be provided. All security liability will be held by client systems administrator or authorized representative. AspenMedia will work as the clients agent to provide hosting bandwidth, design and production support on client projects.breach of ftp privileges –
AspenMedia has ultimate authority to administer hosted applications on AspenMedia owned and operated hardware and software. Any release of passwords provided by AspenMedia for FTP access to AspenMedia owned equipment without express written authorization from an AspenMedia representative will constitute a violation of the intellectual property rights. Any modification to AspenMedia provided applications without written authorization will result in an immediate close of hosting relationship and/or expulsion and/or legal action by AspenMedia.AspenMedia has the sole discretion and right to refuse access to AspenMedia owned hardware and software provided for use at anytime due to breach in any or all of the rights as described here in.
VIII. non-waiver and servability
AspenMedias' failure to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of these Terms and Conditions to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of these Terms and Conditions remain in full force and effect.IX. relationship of parties
You acknowledge and agree that you and AspenMedia are independent contractors under these Terms and Conditions, and nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to these Terms and Conditions has authority to enter into agreements of any kind on behalf of the other and neither party shall be considered the agent of the other.X. no resale, assignment, or sublicensing
You agree not to resell, assign, sublicense, otherwise transfer, or delegate your rights or obligations under these Terms and Conditions without prior express written authorization of AspenMedia.XI. successors and assigns
Without in any way limiting the prohibition on your resale, assignment, sublicensing, or other transfer of rights or obligations, these Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.XII. termination; survival
These Terms and Conditions shall continue in effect for as long as you use the Products and Services, unless specifically terminated earlier by AspenMedia. All provisions of these Terms and Conditions which impose obligations continuing in their nature shall survive termination of these Terms and Conditions.XIII. Violation of terms and conditions
Should you violate these Terms and Conditions or any other rights of AspenMedia and the AspenMedia Network, AspenMedia reserves the right to pursue any and all legal and equitable remedies against you, including, without limitation, terminating any and all user accounts on any and all of the AspenMedia hosted web sites.If you are aware of any violations of these Terms and Conditions, please report them to:
AspenMedia
13885-A Alton Parkway
Irvine, CA 92618
Email Address: info@aspenmedia.com
949-454-0124 TEL
949-203-8773 FAX
