- APPLICATION OF TERMS
1.2. The TOS, together with your Order, represent the entire Agreement relating to the Services and supersedes any other agreement previously established between you and GateHouse. Sending an Order to GateHouse constitutes acceptance by you of these TOS.
1.3. In addition to these TOS, all registrations of domain names are subject to the terms and conditions set out in our Domain Name Agreement, an integral part of these TOS. The Domain Name Agreement incorporates by reference the terms and conditions of the respective Registrar, its rules and regulations.
2. ORDER. ACCEPTANCE OF ORDER BY GATEHOUSE
2.1. In these TOS the method you use to choose which Service(s) to purchase or renew is referred to as an “Order.” First-time customers can purchase our Service(s) through our website gatehouseshop.com or directly through a representative. Existing customers may purchase or renew Services through the GateHouse User Area, or by contacting our customer support team via chat, email, or ticket. You acknowledge and agree that all conversations with our customer support team shall be recorded and records of such conversations shall be treated as an Order for purchase or renewal of the respective Service(s).
2.2. Your Order will be deemed to be an offer by you to purchase the for Service(s) from us subject to these TOS No Order shall be deemed to be accepted by GateHouse until we send you an email notification of our acceptance of the Order.
2.3. The date on which GateHouse will provide notice of acceptance of the Order, shall be considered as the Effective Date of this Agreement. The Term of the Service(s) will commence as of the Effective Date. Upon expiry of the Term it can be renewed as described in our Renewal Policy.
2.4. You must be at least eighteen (18) years of age at the time you place your Order. By submission of an Order you declare that you are eighteen (18) years old or older and have the legal capacity to enter into an agreement with GateHouse.
2.5. If you place an Order on behalf of a legal entity, you represent and warrant that you have the legal authority to bind such legal entity to these TOS, in which case the terms “you” or “your” shall refer to such legal entity. In the event that GateHouse establishes that you do not have the legal authority to bind such legal entity, you will be personally liable for the obligations under these TOS.
2.6. By placing an Order to purchase our Services you declare that there is no other restriction to enter into an agreement with GateHouse and you are not subject to trade sanctions, embargoes, and other restrictions.
2.7. You understand and agree that all Orders may be subject to automated compliance checks to determine if they meet our financial, security and other reasonable criteria (Fraud Screen). If your Order is flagged for review by any of these checks, it may require our manual review and approval. For such reason, we might ask you for additional information before we can approve and accept your Order. We will use commercially reasonable efforts to review such Orders in a timely manner, but we are not liable for any delays.
2.9. Orders that fail our Fraud Screen will not be approved and Service(s) will not be provided. In case an Order fails to pass the Fraud Screen, you will receive formal notice that your Order has been cancelled. We are unable to provide additional information about the reasons a particular Order fails to pass the Fraud Screen. In case your Order is cancelled and Service(s) are not activated, GateHouse will reimburse you for all pre-paid fees within seven (7) working days as of the date of GateHouse’s formal notice to you that your Order was cancelled. We have no liability for payment of any indemnification, compensation for damage or claims related to the Orders not approved because they have failed our Fraud Screen. No interest or other charges will accrue on the advance paid amounts.
3. PERSONAL DATA. DATA PROCESSING AGREEMENT
4.1. For the purposes of these TOS “Service” or “Services” means any and all services provided by GateHouse under these TOS including, without limitation, any of our subscription plans for hosting services, additional features, website migration services, domain name registration services, support services, third-party products and services, any any other services which may be provided from time to time as set out on the portion of our website describing the individual Service (Product Pages).
4.2. The Services will be provided to you as configured for our standard customer. We might modify, update or upgrade the Services and/or add, remove or modify any software, functionality or configuration installed on or used by the Services at any time with or without prior notice. You will bear ultimate responsibility to ensure that the Services are configured to meet your operational, privacy and security needs. Your hardware, software as well as any other items you deem necessary to use the Services shall be compatible with the Services. We will not be obliged to modify the Services to accommodate your use.
4.3. To the maximum extent applicable under national law and without affecting your rights as a Consumer, the Services will be provided on “as-is basis”. The hardware configurations may vary. GateHouse may replace your host server hardware, transfer it from one datacenter to another, transfer your account to another server, including to servers in another datacenter or geographic location, or modify certain software configurations when deemed necessary by GateHouse in order to ensure the quality and security of the Services.
4.4. The proprietary and third-party software we offer as part of the Service(s) will be provided as-is and will be subject to availability and all warranty disclaimers and limitations of liability set out herein. Such software may have terms and conditions that are in addition to those set out in these TOS. You must agree to those terms to use the software. If you fail to do so, you will not be able to use the Service(s). Terms and conditions concerning the above mentioned third party software are incorporated by reference and links to any such terms and conditions are available in an appendix to these TOS.
4.5. We may assign an Internet Protocol (“IP”) address for your use. You shall have no right to use that IP address except as permitted by GateHouse in our sole discretion in connection with the use of our Service(s). We shall retain ownership of all IP addresses assigned to you by GateHouse. We reserve the right to change or remove any and all such IP addresses in our sole discretion. You acknowledge and agree that shared IP addresses assigned to you by GateHouse shall be used by other customers as well.
4.6. We provide certain Services designed to filter unwanted email. Depending on the Services set out in your Order, email filtering may be activated by default; in other cases, it may be available as an additional paid Service. Email filtering will likely result in the capture of some legitimate email and the failure to capture some unwanted email that may contain spam, phishing scams and viruses. We recommend that you implement additional levels of protection. Email that is captured by our filtering system is not subject to our SLA.
5. SERVICE LEVEL AGREEMENT (SLA)
5.1. GateHouse’s Service Level Agreement sets out the performance you can expect from us. To the maximum extent applicable under national law and without affecting your rights as a Consumer, this SLA is your sole and exclusive remedy for downtime, or any network, software, hardware or Equipment failure.
5.2. We guarantee network uptime 99.9% on an annual base. If we fall below the guaranteed network uptime, we will compensate you as follows:
● 99.9% – 99.00% uptime: 1 month free hosting
● An additional month of free hosting for every 1% of uptime lost below 99.00%.
5.3. You may check the status of your hosting server uptime from your User Area. You may contact our customer service team if you believe an SLA event has occurred. Compensation is limited to the length of your current Term, but cannot exceed twelve months.
5.4. The following events do not count towards our calculation of uptime:
● Scheduled maintenance;
● Emergency maintenance, hardware and software failure remedied under 1 hour;
● Downtime caused by DNS and/or IP address changes for which you have been notified, but you failed to set your configuration;
● Distributed denial of service (DDOS) attacks, hacker attacks, and other similar events;
● Downtime caused by you, your own configuration, or third-party applications you use;
● Downtime caused when you reach the maximum resources allocation for your plan;
● Downtime caused by your violation of these TOS or any other policy announced on our website;
Downtime during upgrade/downgrade of your Cloud or Dedicated Server resources;
● Downtime during processing of your technical support request(s); or
● Force majeure or any event beyond our control.
5.5. Our calculation of network availability is based on our internal records. We will not accept third-party reports as evidence that you are entitled to a compensation under this SLA.
6. FEES AND PAYMENT
6.1. You are responsible for the payment of the fee(s) set out on the Order, in the currency specified on the Order (Fees). All fees must be paid in advance for the entire term or renewal term set out on the Order. You are automatically enrolled in the recurring payment program, you authorize GateHouse: (a) to initiate recurring automated clearing house (ACH) debit entries or debit card payments from the checking or savings account you specify, or (b) to initiate recurring charges from your specified credit card.
6.2. The current fee(s) and payment method(s) are listed on our website. Unless a specific agreement for use of the Service(s) exists between GateHouse and you, you acknowledge and agree to pay the fee for the respective Service(s) indicated on our website at the time you submit your Order. GateHouse reserves the right to change the fees at any time without notification. Changes in fees shall be effective immediately and will apply for you as of your next purchase or renewal.
6.3. All Fees listed on our website are net of applicable taxes, unless explicitly stated otherwise. You are responsible for all taxes levied on the Services.
6.4. In certain cases, the issuer of your payment method may charge you a foreign transaction fee or other fees, which may be added to the final amount that appears on your bank statement or posted as a separate charge. GateHouse has no control over such fees. You agree to be bound by any rules your financial institution requires for pre-authorized electronic funds transfers and/or that your debit or credit card issuer requires for pre-authorized debit or credit card transactions. You are responsible for all fees charged by your financial institution associated with the pre-authorized payment option.
6.5. Time for payment is of the essence. Customer’s account(s) will not be activated or renewed until all outstanding fees are paid to GateHouse. Domain name registration fees must be paid in full before your domain name registration will be processed.
6.6. In the course of the order process, in case of payment by card, you will be asked to provide your card information, which will be verified. By submitting an Order you authorize GateHouse to verify your card and charge it for the total amount of your Order. If the issuer of your payment method refuses to authorize the transaction to GateHouse, we will not be liable for non-provisioning the Service(s).
6.7. In case of payment via PayPal or a similar online payment provider, immediately after submitting your Order you will be directed to the web page of the payment provider, where you will authorize the payment. You acknowledge and agree that the processing of payments will be subject to the terms, conditions and privacy policies of the respective payment processors in addition to this Agreement. Once the transaction is completed, you will be redirected to our website.
6.8. You acknowledge and agree that your payment details shall be stored by our payment providers to process payment for any GateHouse Service(s) you purchase or renew.
6.9. Our obligation to provide the Service(s) depends on your payment of the Fees. It is your responsibility to ensure that we receive timely payment of the Fees.
6.10. You are responsible for keeping at least one active payment method on file. We reserve the right to make an alternative payment method primary if we determine that the current one is not active for any reason. You can manage your payment method(s) in the GateHouse User Area.
6.11. You confirm that any payment method you use and/or add on file is yours or that you have been specifically authorised by the owner of the card to use it for the purchase.
6.12. In case of delay in payment of any fees(s) due, for whatever reason, we may continue to attempt to collect payment from the payment method on file, suspend, and/or terminate your Services and pursue the collection costs incurred by GateHouse, including without limitation, any court and legal fees and GateHouse’s reasonable attorneys’ fees. We are not responsible for any deleted or lost Customer Content that results from any suspension or termination of the Service(s).
6.13. You acknowledge and agree that if your card issuer supports Recurring Billing Programs or Account Updater Services, we may participate in such programs or services. As part of these programs, your card issuer will send our payment processors updated information for your payment method(s) on file and we may automatically charge your new card without prior notification. Participation in such programs does not guarantee that we will receive payment of the fees. It is your responsibility to pay all fees due. You are automatically enrolled in the recurring payment program, you authorize GateHouse: (a) to initiate recurring automated clearing house (ACH) debit entries or debit card payments from the checking or savings account you specify, or (b) to initiate recurring charges from your specified credit card.The amount debited from your checking or savings account or charged to your credit card every month will be the then current balance on your account. Your current balance is the amount on your GateHouse statement, plus additional charges billed to your account after your statement was issued, less credits or payments posted to your account after your statement was issued. Once your enrollment is processed, all payments will be automatically withdrawn from your specified checking or savings account or charged to the designated credit or debit card on the GateHouse statement due date, unless you terminate your authorization in the manner described herein.
6.14. Certain Service(s) may be available to you for free. Such Service(s) may only be used by you during your current Term and may not be transferred to other Hosting Accounts or to third-parties. Upon Termination of your Agreement such Service(s) will also be terminated.
6.15. Invoices are due immediately upon receipt. GateHouse reserves the right to suspend and/ or terminate the Services until payment is made.
6.16. By accepting these TOS, you hereby authorize GateHouse to send you invoices electronically at the email address specified in your User Area. If you would like to receive a paper invoice, please contact us through your User Area.
6.17. Should the Services be suspended due to your fault for any reason, Fees will continue to accrue until the termination or expiry of the term of this Agreement.
6.18. If you believe there is an error on your invoice, you must immediately contact us in writing. We each agree to work together in good faith to resolve any billing disputes. If you contact your credit card company and initiate a “chargeback” based on this dispute, we may suspend the Service(s) until the dispute is resolved. To reactivate your Service(s), you must first pay all outstanding Fees.
6.19. GATEHOUSE SHALL BEAR NO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OF ANY KIND THAT YOU MAY INCUR AS A RESULT OF A PAYMENT MADE ON ITEMS INCORRECTLY BILLED OR FOR ANY DELAY IN THE ACTUAL DATE ON WHICH YOUR ACCOUNT IS DEBITED OR YOUR CREDIT CARD IS CHARGED.
6.20. With your prior consent we may process a refund as credit added to your Customer Account (GateHouse Wallet) to be used for future purchases and/or renewals of our Service(s). GateHouse Wallet amounts can be reimbursed upon your explicit request. You must update all changes to your checking/savings account or credit/debit card information by logging into your account at books.ghbsonline.com/portal/myghbs/.. If you do not update your checking/savings account or credit/debit card information and GateHouse is unable to charge your credit card or withdraw funds from your debit card, checking account, or savings account for the amount due on your GateHouse account, you may be subject to applicable late fees, returned item charges and any fees or charges assessed by your financial institution.
7. RENEWAL POLICY
7.1. All our Services are by default set to renew automatically, with the exception of Reseller Shared Hosting accounts and upgrades. You can adjust the renewal settings and/or renew Services manually from the GateHouse User Area at any time before a Service is terminated.
7.2. All available Renewal Terms and the respective Renewal Fees are set out in your User Area. From time-to-time special promotions may be available only for manual renewal of your Services.
7.3. We will attempt to renew Services for which automatic renewal is enabled and charge the then current Renewal fee(s):
● five days prior to expiration of the current Term for Cloud and Dedicated Server Services as well as Services on a monthly/quarterly billing cycle;
● fifteen days prior to the expiration of the current Term for all other Services.
7.4. If we cannot process a renewal at the scheduled date, we may make additional attempts to charge your payment method(s) until you renew the Service(s) or terminate the Agreement. We will always charge for renewal the primary payment method on file first. Should the primary payment method fail, we will retry billing any other payment methods on file in the order listed in your User Area. We are not responsible for the operation of the Service(s), if Services are suspended/terminated because your payment methods have expired or are no longer valid for any reason.
7.5. You acknowledge and agree that even if a Service is set to renew automatically and/or you have an active payment method on file, we might not be able to renew the Services. It is your responsibility to ensure that you have paid the fees and a renewal has been processed.
7.6. You acknowledge and agree the Service(s) shall be terminated upon expiry of the term, unless you activate the automatic renewal option or manually renew the term of the Service(s). You agree that GateHouse shall not bear any responsibility and liability for any damages whatsoever including, but not limited to, damages for lost profits, cost savings, revenue, business, data or use, or any other pecuniary loss by you or any other third party, if we are unable to charge your payment method on file or you fail to renew the Services manually.
To the maximum extent allowed by applicable law and without affecting your rights as a Consumer, you acknowledge and agree that the Services are provided by GateHouse as-is and you assume all risks and liabilities arising from or relating to your use of and reliance upon the Services, and that GateHouse makes no representation or warranty with respect thereto. GateHouse hereby expressly disclaims all representations, warranties and conditions regarding the Services, whether express or implied, including any representation or warranty in regard to quality, performance, non-infringement, commercial utility, merchantability or fitness of the services for a particular purpose. In addition, GateHouse expressly disclaims any express or implied obligation or warranty of the Services, that could be construed to require GateHouse to provide Services in such a manner to allow the Customer to comply with any law, regulation, rule or court order applicable to the actions or functions of the Customer. Without limiting the generality of the foregoing, we do not warrant that the Service(s) will meet any or all of your needs; will operate in all of the combinations which may be selected for use by you; or that the operation of the Service(s) will be uninterrupted, error-free or completely secure. No GateHouse employee, supplier or subcontractor is authorized to make any warranty on our behalf and if they make such warranties GateHouse shall not be bound by them
9. USE OF SERVICES. CUSTOMER RESPONSIBILITY
9.1. You acknowledge and agree that your use of the Service(s) and any Content uploaded, stored, published and displayed on or through the Service(s) are in compliance with these TOS and all applicable laws, including laws of the jurisdiction where the Service or Content is uploaded, hosted, stored, accessed or used. You shall implement any restrictions necessary in order to prohibit use of the Services by any third party or in any jurisdiction, as required to comply with such laws.
9.2. You must ensure that each of your End users complies with these TOS, and to any policies and agreements that are incorporated by reference.
9.3. You may not upload, store, publish and display on or through our Service(s) any personal data, private or any other personally identifying information, images, videos of minors or any third party, without the consent of said party (or a parent’s consent in the case of a minor). If you use the Services to upload, store, publish, display or otherwise disclose such information, you acknowledge and agree that you have obtained the prior consent of the said parties.
9.4. You shall not use our Service(s) for hosting websites for high-risk activities where the interruption or malfunction of the Services could lead to serious consequences, including but not limited to personal injury, death, environmental damage, etc. For such websites, you must receive confirmation from us that you can use the Services before submitting your Order. Examples of high risk activities include but are not limited to nuclear facilities, air traffic control, life and health support, etc. Please refer to our Acceptable Use Policy for detailed information on the rules and guidelines for using our Services.
9.5. You are responsible to provide accurate and complete information about you and your organization (if you purchase on behalf of a organization) and promptly update all provided information. We shall not be liable for any errors or damages caused by any failure from your side to provide complete and accurate information.
9.6. You are responsible for all your activity related to the use of our Service(s) and the activity of any user who has access to your Customer Account and the Services.
9.7. You declare that (i) you have technical knowledge necessary to ensure the proper use, administration, management of our Service(s); (ii) you have sufficient knowledge about administering, designing and operating the functions facilitated by the Services necessary to take advantage of them.
9.8. You acknowledge and agree that if you resell our Services or administer Services on behalf of others, you must ensure that each of your clients and/or End Users complies with these TOS. You understand and agree that you are responsible for all content uploaded, stored or transmitted on or through the Services and any acts or omissions of your clients or End Users that violate these TOS or the law.
9.9. When using the Services, you will ensure that neither you nor any of your End Users make use of the Server resources to GateHouse’s detriment or that of other GateHouse customers.
9.10. You shall indemnify, defend and hold harmless GateHouse, and its respective officers, directors, shareholders, employees, agents and representatives against all damages, claims, liabilities, losses and other expenses, including without limitation reasonable attorneys’ fees and costs, whether or not a lawsuit or other proceeding is filed, that arise directly or indirectly from your or your End Users’ acts or omissions.
9.11. You must obtain all equipment necessary to access and use our Service(s). It is your responsibility to use equipment, software or applications which are compatible with our Service(s). When accessing or using our Services you may not use equipment and/or software which are faulty or with malfunctions that may cause security issues with our servers, damage the integrity of the network and/or vulnerability of the Service(s).
9.12. You are solely responsible for obtaining all intellectual property rights in the intellectual property of others, including, but not limited to, clearances and/or other consents and authorizations necessary to use the names, marks or any content, materials which are used by you on, or transmitted through the Services.
9.13. If you use any third-party software on the Services, you warrant to GateHouse that you are duly licensed to use the software, and that the licence grants sufficient rights to GateHouse to provide the Services. You agree to provide us with such licence(s) upon request. If you fail to provide reasonable evidence of licensing, GateHouse, at our sole discretion, may suspend the Services and/or terminate the Agreement with immediate effect.
9.14. You acknowledge and agree that GateHouse may periodically run a series of scripts (audit) on your Service(s) to determine what third-party software is installed on the Service(s) and how many Users have access to each piece of software. You authorize us to disclose the results of such audits to third parties. You shall indemnify GateHouse against any costs, claims, losses, damages, liabilities, demands and/or expenses including reasonable legal costs incurred and/or suffered as a result of any failure by you to be properly licensed in respect of use of third-party software.
9.15. You shall provide to GateHouse, at your cost, any information, resources or facilities reasonably requested by GateHouse for the delivery of the Service(s) and, where necessary, ensure that your employees, contractors and other suppliers cooperate fully and promptly with GateHouse to such aim.
9.16. Any instructions supplied by you to GateHouse must be complete and accurate and clearly legible. We shall not be liable for any errors caused by any failure from your side to provide complete and accurate information. It’s your obligation to follow our instructions and to cooperate with us for the proper provision of our Services.
9.17. You acknowledge and agree not to make any modification or alteration of any part of our Service(s) or related technologies.
9.18. You acknowledge and agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer or sell any content, software, or services contained on our Site, except where explicitly authorised by us.
9.19. You acknowledge and agree that any information, articles, tutorials, guidelines or technical support advice may be provided by us only for your convenience and do not constitute official statements.
9.20. You are responsible to make backup copies of all your content uploaded, stored, published and displayed on or through our Service(s) in a location independent of ours, and will not use our Backup Services as your sole backup.
10. HIPAA DISCLAIMER
The Services provided by GateHouse will not comply with the federal Health Insurance Portability and Accountability Act (“HIPAA”), hence GateHouse is not HIPAA compliant. You acknowledge and agree that our Services may not be appropriate for the storage or control of access to sensitive data, such as information about children or medical or health information. Customers requiring secure storage of “protected health information” as defined under HIPAA are expressly prohibited from using the Services for such purposes. Storing and permitting access to “protected health information” is a material breach of thеsе TOS, and grounds for immediate termination of the Agreement. GateHouse will not sign “Business Associate Agreements” and you acknowledge and agree that we are not a Business Associate or subcontractor of yours pursuant to HIPAA.
11. USER CONTENT. MONITORING OF USER CONTENT
11.1. You may upload, store, publish, display and disclose information, text, files, emails, images, designs, graphics, photos, videos, sounds, software and other content on or through the Services (“User Content”). User Content includes any content posted by you or by users of any of your websites hosted through the Services (“User Websites”). You are solely responsible for any and all User Content and any transactions or other activities conducted on or through User Websites. By posting or disclosing User Content on or through the Services, you represent and warrant to GateHouse that (i) you have all necessary rights to display and disclose such content, and (ii) your posting or disclosure of User Content does not violate the rights of GateHouse or any third party.
11.2. Solely for purposes of providing our Services, you hereby grant us a worldwide, non-exclusive, royalty-free, perpetual, irrevocable right and license to: (i) use, modify, publicly perform, publicly display, reproduce, excerpt (in whole or in part), publish, distribute User Content, including to make back-up copies of User Content and User Websites without any payment. Except for the rights expressly granted herein, GateHouse does not acquire any right, title or interest in or to the User Content, all of which shall remain solely with you.
11.3. GateHouse shall not exercise control over and accepts no responsibility for User Content or any other information passing through our Services. GateHouse may monitor User Content, but is under no obligation to do so. If you or your End Users post or publish any material in violation of these TOS, or otherwise violate these TOS, in order to resolve the issue GateHouse reserves the right to review your Content and immediately take any corrective action, including without limitation removal of part or all of the User Content or User Websites, suspension or termination of any and all Services with no refund. You hereby agree that GateHouse shall have no liability due to or arising out of any corrective action that GateHouse may undertake.
12. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, and without affecting your rights as a Consumer, you agree that you will not under any circumstances, including negligence, hold GateHouse, its officers, directors, employees, licensors, agents, subcontractors and/or third party service providers liable for any direct or indirect damages of any nature and type suffered by the Customer of third parties, including, but not limited to, damages for loss of profits, cost savings, revenue, business, data or use, or any other pecuniary loss that may result from: delays, malfunctions, suspension and any other interruption in the provision of the Service(s) due to events beyond our reasonable control (for example: force majeure, third party conduct/acts, including SiteGround’s licensors and suppliers, faults and malfunctions of the machines, software and other equipment, whether owned by us or our licensors/suppliers; acts and/or omissions made by Customers and in contrast with the obligations undertaken under these TOS); data loss due to hardware or software failure; any information, data, content in or accessed through the Services; any action, information or instruction provided as part of our technical support Services; your use of the Service(s). You agree that the foregoing limitations apply whether based on warranty, contract or tort or any other legal theory and apply even if we have been advised of the possibility of such damages. In no event, we will be liable to you in the aggregate with respect to any and all breaches, defaults, or claims of liability under these TOS or under any other agreement or document for an amount greater than the fees actually paid by you to us for the respective Service(s) during the twelve month period preceding a claim giving rise to such liability. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. You agree that in those jurisdictions, our liability will be limited to the extent permitted by law and your rights as a Consumer will not be affected.
You acknowledge and agree to indemnify, defend and hold harmless SiteGround defend, fully compensate us, our affiliates, subsidiaries, parent and related companies, licensors and any third-party service providers and each of their respective officers, directors, employees, shareholders and agents (each an “indemnified party” and, 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) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to: (i) your use of the Services; (ii) any violation by you of these TOS, our policies or documents which are incorporated herein, or any law; (iii) any breach of any of your representations, warranties or covenants contained in these TOS; and/or (iv) any acts or omissions by you. The terms of this section shall survive any termination of these TOS. For the purpose of this clause only, the term “you” as set out in subparagraphs (i) through (iv) includes you, End Users, visitors to your website, and users of your products or services. The terms of this Article shall survive the termination of the Agreement.
14. DISPUTE RESOLUTION. JURISDICTION. CHOICE OF LAW
14.1. In the event of any dispute, controversy or claim arising out of or related to this Agreement, you and GateHouse shall use reasonable effort to settle such disputes or differences. To this effect, we shall consult and negotiate each other with the aim to reach a solution satisfactory to each Party.
14.2. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. You acknowledge and agree that, by entering into this Agreement, you and GateHouse are waiving the right to a trial by jury. If you initiate litigation or any other proceeding against GateHouse in violation of agreed arbitration procedure, you agree to pay us reasonable costs and attorneys’ fees incurred in connection with our enforcement of the articles regulating the arbitration proceeding.
14.3. This Article 14.2. will not apply to domain name and intellectual property infringement disputes.
14.4. Despite the provisions of Article 14.2., nothing in thеsе TOS will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in the small claims court of your state or municipality if the action with within that court’s jurisdiction and is pending only in that court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
14.5. Any arbitration between the Parties will be governed by the Consumer Arbitration Rules (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”) as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting GateHouse. If there is a discrepancy between AAA Rules and the rules set forth in these TOS, the rules specified in the TOS shall apply. You are entitled, in arbitration, seek any and all remedies otherwise available to you pursuant to federal, state or local law, as limited by Limitation of Liability agreed in Article 12 of these TOS. All disputes subject to arbitration shall be resolved by one neutral 1 arbitrator, and the Parties shall have opportunity to participate in the selection of the arbitrator. The arbitrator shall be bound by these TOS. The place of the arbitration at the AAA location shall be chosen by GateHouse in the City of Fort Worth, Texas but if claim is for less than $10,000, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing in City of Fort Worth, Texas. English language shall be used as the written and spoken language for all matters connected with all references to arbitration. During the arbitration, the amount of any settlement offer made by each of the Parties will not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. The decision of the arbitrator shall be made in writing containing the essential findings and conclusion on which an award, if any is based. The decision of the arbitrator shall be final and binding on the Parties, save in the event of fraud, manifest mistake or failure by the arbitrator to disclose any conflict of interest. The decision of the arbitrator may be enforced by any court of competent jurisdiction and may be executed against the person and assets of the losing party in any jurisdiction. For the avoidance of doubt, such court includes any court that is authorized to make such an order by virtue of any treaty or legislation relating to the reciprocal enforcement of foreign arbitral awards or judgments.
14.6. A party who intends to initiate an arbitration procedure to settle the dispute must first notify the other Party by sending a written notice to firstname.lastname@example.org or sending the notice by U.S Postal Service certified mail to GateHouse Business Solutions LLC 5601 W Bridge street, STE 300, Fort Worth, Texas 76112. The notice must contain full contact details: name, address and e-mail, the nature and basis of the dispute/claim and the relief requested. In the event of a dispute between the Parties arising out of or in connection with these TOS the Parties hereto shall use their best efforts to resolve the dispute in an amicable manner. If the Parties may not reach an agreement to resolve the dispute within 60 days following the receipt of the dispute notice, each Party may initiate an arbitration procedure under the Article 14.2 of these TOS. You may find a copy of a Demand for Arbitration at www.adr.org: Consumer Arbitration Rules. Any claim or dispute to which arbitration procedure apply must be filed within one year of the date you could first file the claim, unless your local law requires a longer time to file claims. If the claim or dispute is not filed within that time, then it’s permanently barred.
14.7. Both Parties agree that each of them may bring claims against the other Party only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both Parties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
14.8. The AAA rules will govern payment of filing fees and the AAA/s and arbitrator’s fees and expenses, unless the Parties agree on them.
15. TERM AND TERMINATION
15.1. The Term for each Service you purchase shall be set out on the Order. The Term may be extended as described in our Renewal Policy or may be terminated as described below. For avoidance of doubt, “Term” shall include the initial Term and any Renewal Term.
15.2. You may terminate a Service at any time through the User Area (Cancellation Request). We will send you an email confirmation to acknowledge your completion of the Cancellation Request (Cancellation Confirmation). If you fail to complete all steps of the Cancellation Request, or if you fail to use a Cancellation Request to terminate the Services, the Services will not be terminated, and Fees will continue to be charged. You must follow this procedure in order to terminate each Service.
15.3. If you are a Consumer, you have the right to withdraw from this Agreement, informing us of your decision to withdraw through the User Area (Cancellation Request) or by means of a clear declaration (e.g. a letter sent via post, fax or email). You can also use the model withdrawal form enclosed below, which – however – is not mandatory.
15.4. You acknowledge and agree that any domain name registration is subject to suspension, cancellation, transfer or modification pursuant to the terms of any applicable rules or policies, including, but not limited to: (i) the UDRP; (ii) any ICANN adopted policy; (iii) any registrar (including SiteGround) or registry administrator procedures; or (iv) any other ccTLD registry administrator procedures.
15.5. Without prejudice to the provisions laid down in other clauses of thеsе TOS, GateHouse shall be allowed to terminate this Agreement with or without notice with immediate effect if (i) you fail to pay any fees due; (ii) you breach these TOS, our Acceptable Use Policy or any other policy incorporated herein by reference, or any law and fail to cure that breach within 48 hours after receipt of written notice; (iii) you repeatedly infringe any policy incorporated herein or announced on our website; (iv) in case of any action and/or omission, failure and/or malfunction caused by you or your End User(s) which damage GateHouse servers and facilities or the servers and facilities of other network hosts or Internet users; (iv) you disclose false or misleading allegations that may negatively impact our reputation and (v) transfer all or part of your obligations and/or rights under this Agreement to third parties, without our prior written consent.
15.6. GateHouse may also terminate this Agreement by fifteen (15) days written notice as of the date of its receipt if (i) according to GateHouse’s reasonable opinion, you do not have basic technical knowledge to use the Service(s) without excessive ongoing technical support; (ii) GateHouse determines in good faith that continued provision of the Service has become unfeasible for technical, legal, regulatory, economic or any other material reason.
15.7. GateHouse may discontinue provisioning of certain Service(s) or terminate this Agreement, if a third party ceases to make components of the Service available to us.
15.8. It is important to understand that certain Services are bundled together. As a result, termination of the Services that provide hosting (Hosting Account) may result in immediate termination of multiple aspects of the Services. Upon termination any information, data, content and files stored by you on our server shall be deleted. We may keep backup data for terminated Services for up to sixty (60) days after termination and provide you with access to that data upon request and subject to availability. IP addresses and server space are recycled. It is your obligation to ensure that you arrange to migrate your website(s) or content off our servers and relinquish use of the IP address assigned to you in connection with the use of our Service(s) prior to termination. We have no obligation to provide any Service(s) to you including forward of email(s) following termination.
15.9. Model Withdrawal Form
If you wish to withdraw from this Agreement, please fill in the form below and send it back to us:
GateHouse Business Solutions LLC
5601 W Bridge St.
Fort Worth, Texas 76112
I/we () hereby withdraw from the agreement concluded by me/us () on the purchase of the following goods () / the rendering of the following services ():
Ordered on() / received on ():
Name(s) of the consumer(s):
Address of the consumer(s):
Signatures of the consumer(s) (only in case of notification on paper)
(*) Delete as applicable.”
16.1. We will send notices to you using the contact information in your Customer Account. We may send you notices by email, a ticket in our SupportHouse or a notice posted in your User Area. We have no responsibility for notices not delivered due to outdated or inaccurate contact information.
16.3. Any notice related to copyright/trademark infringement shall be address to our Designated Agent:
ATTN: GateHouse Legal Team
GateHouse Business Solutions LLC
5601 W Bridge St.
Fort Worth, Texas 76112
16.4. You may send us notices, requests, claims, consents, waivers, demands or any other communication related to this Agreement by (i) opening a ticket through the SupportHouse; (ii) email; (iii) first-class mail; or (iv) internationally recognized courier.
Please address your notices to:
GateHouse Business Solutions LLC
5601 W Bridge St.
Fort Worth, Texas 76112
16.5. Notice shall be considered duly given and effective: (i) if sent by ticket, on the date the ticket is recorded in the SupportHouse; (ii) if sent by email, on the day when received in the designated email account; (iii) if sent by first-class mail, on the date of delivery by the appropriate postal service; (iv) if sent by internationally recognized courier, on the date of delivery by such courier.
17. GENERAL PROVISIONS
17.1. Export Laws. You must comply with all domestic and international export and import control laws and regulations that apply to the software and/or Services, and, in particular you will not use the Service to export or re-export data or software without all required United States and foreign government licenses. You assume full legal responsibility for any access and use of the Services from outside the United States, with full understanding that the same may constitute export of technology and technical data that may implicate export regulations and/or require export license. Should such a license be required, it shall be yours responsibility to obtain the same, and in case of any breach of this duty resulting in legal claims against GateHouse, you shall defend, indemnify and hold GateHouse harmless from all claims and damages arising therefrom.
17.2. Waiver. If at any time during the term of this Agreement we fail to insist upon strict performance of any of your obligations under this Agreement, or if we fail to exercise any of the rights or remedies to which we are entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. A waiver by us of any default shall not constitute a waiver of any subsequent default. No waiver by us of any term of this Agreement shall be effective unless it is expressly stated to be a waiver and is communicated by you in writing.
17.3. Assignment. Successors. You may not assign or transfer this Agreement or any of its rights or obligations hereunder, without our prior explicit written consent. Any assignments in violation of the foregoing shall be null and void and of no force or effect. You acknowledge and agree that GateHouse may assign its rights and obligations under this Agreement, and may engage subcontractors in performing its duties and exercising its rights hereunder, without your further explicit consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assignees.
17.4. Independent Contractors. This Agreement does not create any agency, partnership, joint venture, or franchise relationship. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
17.5. Severability. If any one or more of the provisions contained herein or of the applicable policies of GateHouse shall, for any reason, be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision(s) will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law. You further agree and understand that the validity of or enforceability of any other provision (or of such provision, to the extent its application is not invalid or unenforceable) of this Agreement and the policies announced on our site shall not be affected.
17.6. Force Majeure. With the exception of Customer’s payment obligations, neither Party will be responsible for any interruption, delay or other failure to fulfill any obligation under this Agreement resulting from acts of God, storms, flood, riots, fire, acts of civil or military authority, war, terrorism, epidemics, pandemics, shortage of power, telecommunications or internet service interruptions or other acts or causes reasonably beyond the control of that Party.
In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give to the other Party notice of suspension as soon as reasonably practicable, stating the date and extent of such suspension and the cause thereof, and such Party shall resume the performance of such obligations as soon as reasonably practicable upon the cessation of such Force Majeure and its effects.
During a Force Majeure event, you shall be entitled to seek an alternative hosting provider at your own cost with respect to the affected Services. If a Force Majeure event continues to exist for more than twenty (20) consecutive days, each Party shall be entitled to terminate the Agreement for affected Services.
18. CHANGE OF TOS
GateHouse may modify these TOS at any time with immediate effect. We will inform you about modifications to the TOS by email and via notices in your User Area. GateHouse shall not be liable for your failure to receive an email notification due to an inaccurate email address.
If you do not agree to the changes in the TOS, you must suspend use of the Services and terminate this Agreement within ten (10) business days of receiving notification from us.
To the extent permitted by applicable law, continued use of the Services after you have received a notice for changes to the TOS will be considered as acceptance of such changes and in force in the agreement between the user and GateHouse, unless you have sent us a termination notice.
Where the change in Terms is required by law or related to the addition of a new service, extra functionality to the existing Service(s) or any other change which neither reduces your rights nor increases your responsibilities, the TOS will be changed without prior notice to you and shall have immediate effect.
No clarification or explanation of the Terms provided by the Parties will have the power to modify the provisions of these TOS. SURVIVAL
Articles 5, 8, 9, 12, 13, 14, 15, 17.5 and 19 shall survive the termination of this Agreement.