READ THESE TERMS CAREFULLY BEFORE REGISTERING FOR HostSG SERVICES. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR OTHERWISE USE THESE SERVICES. SUBMISSION OF ANY ONLINE APPLICATION FORM VIA HostSG WEB SITE AND YOUR CONTINUED USE OF THE SERVICES INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ AND ACCEPTED THESE TERMS AND CONDITIONS AND AGREE TO BE BOUND AS SET FORTH HEREIN. WE RECOMMEND PRINTING A COPY OF THIS AGREEMENT FOR YOUR FILES.
This Agreement (“Agreement”) is between you (“Client”) and HostSG, a Singapore based registered company, (“HostSG”) as of the date you order a virtual server plan (“Plan”) from HostSG.
HostSG is in the business of offering, among other things, website hosting , web site design services pursuant to virtual server plans.
HostSG may amend this Agreement at any time by posting the amended Agreement on its web site and the effective date of any such amendment will be the date on which the amended Agreement is so posted. Client agrees that it has read and understands this Agreement and acknowledges a duty to periodically check these terms and conditions. Without limiting the generality or effect of the foregoing, HostSG may also add, delete or modify some or all of its Services at any time and in its sole discretion.
By accepting this Agreement, Client (i) represents and warrants that he or she is at least 18 years of age and is the authorized representative of the organization or entity that he or she purports to represent, and (ii) agrees to provide true, accurate, current and complete information about Client as prompted in the account registration process.
1. Services
1.1 Virtual Server. Pursuant to the terms of this Agreement and the Plan selected by Client, HostSG agrees to provide Client with: (i) space on a server (“Virtual Server”) to host a site on the Internet (“Web Site”), (ii) a license to use the MyWebPanel™ and other HostSG proprietary software (“Software”), and (iii) various other services as more specifically set forth in Client’s Plan (collectively, “Services”). Client hereby agrees that HostSG is responsible only for providing the Services set forth in Client’s Plan and this Agreement, and HostSG is not responsible for providing any other services or tasks.
1.2 Availability of Web Site. The Web Site shall be generally accessible to third parties via the Internet twenty-four hours a day, seven days a week, except for scheduled maintenance and required repairs, and except for any loss or interruption of Services due to causes beyond the control of HostSG or which are not reasonably foreseeable by HostSG, including but not limited to interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures. PLEASE SEE SECTION 3.1 FOR 99.5% UPTIME GUARANTEE.
1.3 Updates. As part of the Services, HostSG shall provide Client with a system and the necessary Software for Client to transmit to HostSG any revisions, updates, deletions, enhancements or modifications (“Updates”) to the Virtual Server. HostSG shall update the Virtual Server provided that (i) Client is not in default of its payment obligations hereunder, (ii) such Updates are within the scope of this Agreement; and (iii) such Updates are Server Ready (as defined below).
1.4 Web Hosting Function. You acknowledge that the Budget Hosting, Starter Hosting and Cloud Sites service is offered as a platform to host and serve web pages and web sites and is not offered for other purposes, such as remote disk space storage. Accordingly, You understand and agree to use the web hosting service solely for the purpose of hosting and serving web pages as viewed through a web browser and the Hypertext Markup Language (HTML) protocol or other equivalent technology. HostSG Budget Hosting, Starter Hosting and Cloud Sites is designed to serve the web hosting needs of small, independently owned and operated businesses in the Republic of Singapore. It is not intended to support the greater web hosting needs of large enterprises or internationally based businesses. Budget Hosting, Starter Hosting and Cloud Sites is also a shared web hosting service, which means a number of customers’ web sites are hosted from the same server or network. To ensure that HostSG Budget Hosting, Starter Hosting and Cloud Sites is reliable and available for the greatest number of users, a customer’s web site usage cannot adversely affect the performance of other customers’ sites. Additionally, the purpose of HostSG Budget Hosting, Starter Hosting and Cloud Sites is to host web sites, not store data. Using an account primarily as an online storage space for archiving electronic files is prohibited. You further agree that if, at HostSG’s sole discretion, You are deemed to have violated this section, or if HostSG, in its sole discretion, deems it necessary due to excessive burden or potential adverse impact on HostSG systems, potential adverse impact on other users, server processing power, server memory, abuse controls, or other reasons, HostSG may suspend or terminate Your account without notice to You and with no liability to HostSG.
1.5 Misuse of Shared System Resources. The abuse and misuse of shared system resources is a serious problem. Accounts on a shared server must share resources with other users, so we must limit how much of the CPU and RAM that can be used by any one account. In all fairness, we cannot allow one or two clients to use all of the system resources in a shared hosting environment. All other clients suffer because of it. Excessive CPU and RAM usage by one or more clients causes slowness in all areas.
We constantly monitor our servers for accounts that use more than their share of resources.
1.6 Unmetered Data Transfer. HostSG provides client with sufficient data transfer to ensure that client’s services function properly under normal circumstances. However, in event that client’s services uses excessive amounts of data transfer and affects other customers on the same server and/or network, HostSG reserves the full right to throttle bandwidth speeds or suspend client’s services in order to ensure that other customers are not adversely affected at any time. HostSG will contact client to discuss upgrade to higher plans that will cater to client’s increased traffic requirements.
1.7 Log Processing. HostSG do not provide log access or log file investigation. There would be a one time processing fees of S$500.00 for such requirement if deemed required by the law for investigation purpose.
1.8 Backup of Data & Backup on Demand Except where HostSG has expressly agreed in writing to the contrary, customers are solely and entirely responsible for the management and backup of all hosting account data, as well as any and all updates, upgrades, and patches to any software or scripts that customers use in connection with HostSG services. HostSG is in no way responsible for keeping any files, databases, or any other web hosting data backed up. HostSG servers are not intended as backup servers and customers services may be suspended at the sole discretion of HostSG employees if it is found that services are being used for backup storage.
HostSG, at our sole discretion, will take weekly backups of customer’s accounts, up to and including 1GB of website files only. This backup does not include email addresses, email accounts, databases, or anything other than website files. Any account that is larger than 1GB will not be included in any automated backup service provided by HostSG. In the event that a customer requires a backup to be restored, customer are to contact us with written notice to subscribe to the backup service.
For an additional fee, HostSG offers a “Backup on Demand” service which allows customers to conveniently take backups of hosting accounts through the cPanel control panel. The backup on demand feature will create backup files and automatically place the file in the web hosting account. These files must be downloaded to the customer’s personal computer or another device. Backup files can not be stored on HostSG servers.
1.9 Delivery. When an order have been placed and paid in full, we aim to setup your account within 24 hours. For VPS / Business Hosting services, please allow 48 hours for account setup.
Suspension
In the event that your website has been suspended for resource abuse that cannot be resolved by removing or modifying a script and you do not wish to upgrade to a plan to accommodate your site’s needs, you will be given the opportunity to download your files within 48 hours of the suspension. The account will remain suspended until such time that traffic has subsided or abusive scripts have been disabled. After this time, FTP access will be granted to remove files.
Repeated Violation
We have a three strike rule in regards to our abuse policy. A second failure to comply with this policy could result in a $50 reactivation fee. A third violation will result in the termination of your account. Any account that has violated any of the above policies forfeits the right to a refund.
2. Term and renewal
This Agreement will begin upon the date Client registers the Plan and shall continue for the period of time set forth in the Plan (“Initial Term”), unless earlier terminated according to the provisions of Section 7 below. This Agreement will continue automatically for additional terms equal to the Initial Term (each, a “Renewal Term”) unless either party provides notice at least thirty (30) days prior to the end of the Initial Term or Renewal Term, as applicable, that it has elected not to renew the Agreement. For security reasons and the general protection of all clients, HostSG requires all notices not to renew the Agreement be delivered by either: (i) submitting a formal request via our ticketing system at https://manage.hostsg.com/submitticket.php requesting for account cancellation or (ii) faxing a cancellation request to 65-63059998, containing the account name, password, reason for cancellation and signature of Client.
3. Limited WARRANTIES
3.1 99.5% Server Uptime Guarantee. Subject to the limitations contained herein, HostSG hereby warrants that the following services will have an average monthly server uptime of no less than 99.5% as determined exclusively by the http, ftp, SMTP and POP3 (“99.5% Server Uptime Guarantee”). The month begins on the first day of each month and continues until the last day of that month. In the event of any loss or interruption of Services resulting in less than 99.5% uptime and which is due to (i) causes other than scheduled maintenance and required repairs, (ii) causes beyond the control of HostSG, or (iii) causes which are not reasonably foreseeable by HostSG, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures, Client shall receive, and HostSG’s sole and exclusive liability for any loss or interruption of Services shall be, based on the pro-rated credit refund of the Client’s present Plan fees.
- 99.5% uptime = 216 minutes of downtime in a month
- 99.8% uptime = 86.4 minutes of downtime in a month
- 99.9% uptime = 43.2 minutes of downtime in a month
- 99.99% uptime = 4.32 minutes of downtime in a month
- 99.999% uptime = 0.432 minutes (26 seconds) in a month
Credit Refund Structure
| 99.0% – 99.5% | 1 day charges for service |
| 98.0% – 98.9% | 2 days charges for service |
| 97.0% – 97.9% | 3 days charges for service |
| 96.0% – 96.9% | 4 days charges for service |
| 95.0% – 95.9% | 5 days charges for service |
| 94.0% – 94.9% | 6 days charges for service |
| 93.0% – 93.9% | 7 days charges for service |
| 92.0% – 92.9% | 8 days charges for service |
| 91.0% – 91.9% | 9 days charges for service |
| 90.0% – 90.9% | 10 days charges for service |
| Below 90% | 15 days charges for service |
The percentage as provided shall be the sole and final determination of the 99.5% Server Uptime Guarantee.
3.2 100% Network Uptime
We guarantee that our network will be available 100% of the time in a given month, excluding scheduled maintenance. The data center network means the portion of the HostSG network extending from the outbound port on your edge device to the outbound port of the data center border router and includes HostSG managed switches, routers, cabling.
HostSG Guarantee: We will credit your account 5% of the monthly fee for each 30 minutes of network downtime, up to 100% of your monthly fee for the affected service plan.
4. Fees and payment
4.1 Fees. Client shall pay all fees according to the prices and terms listed in this Agreement and Client’s Plan. The prices listed in Client’s Plan at the date of this Agreement shall remain in effect during the Initial Term. HostSG may change the fees it charges Client for Plans upon sixty (60) days prior notice to any Renewal Term.
4.2 Payments and Late Payment Charge. Payment for all Set-Up Fees (as set forth in the Plan) shall be due immediately upon Client’s registration of the Plan. Fees for Services shall be in the amount and frequency set forth in the Plan selected by Client (“Payment Date”). This Agreement is for the entire Initial Term or applicable Renewal Term and Client is hereby obligated to pay the fees for the entire amount of the Plan voluntarily selected by Client. All such fees shall be received at HostSG by 2:00 p.m. on the Payment Date. HostSG may send you a reminder when your bill is overdue. A charge of SGD0.50 for postage and handling fee per reminder will apply. If your account remains unpaid, a final reminder may be sent and a late payment fee of SGD20.00 will be levied for each final reminder sent. If your services are disconnected due to non-payment, there will be a reconnection fee of SGD30.00. All fees that have not been timely paid may be sent by HostSG to a collection agency. In the event Client has more than one Plan with HostSG, HostSG reserves the right to allocate monies pre-paid by Client in respect of any particular Plan, to settle any outstanding liabilities for payments due under another Plan. The term of the first mentioned Plan shall be reduced accordingly.Client agrees to be responsible for paying all costs of collection, including, but not limited to, reasonable attorney’s fees and, where lawful, collection agency fees.
4.3 Checks or Money Order. Client may pay fees by check or money order in Singapore dollars only. HostSG will not accept international checks in foreign currency. In the event a check is returned as unpayable, Client will be assessed a $25.00 returned check fee. If Client fails to pay all fees by the Payment Date, Client will be sent a suspension of Services e-mail which will grant Client fourteen (14) days to make payment.
4.4 Pricing Disputes. Client must notify HostSG in writing of any disputed charges within 30 days of the date of the billing for such charges. If Client does not notify HostSG within that time period, Client has waived any right to dispute such amounts, either directly or indirectly or as a set-off, recoupment or defense in any action or efforts to collect amounts due to HostSG.
4.5 Suspension of Services. Failure of Client to fully pay any fees when due may be deemed a material breach of this Agreement justifying suspension of the performance of Services to Client at HostSG’s sole option. Any such suspension of Services does not relieve Client from the obligation to pay all amounts due HostSG under this Agreement for the remainder of the Initial Term or the then applicable Renewal Term. In the event of a suspension of Services and upon a reactivation request by Client, Client shall pay HostSG a $30.00 reactivation fee in addition to full payment of the outstanding balance due. Reactivation of services will only be performed during HostSG’s regular business hours (Monday through Friday, 9:00 a.m. – 6:00 p.m. Singapore Time, excluding holidays).
4.7 Taxes. Fees are exclusive of any and all sales, use, value added, excise, transfer, privilege, duty and any other taxes or duties, whether international, national, state or local, however designated or assessed with respect to the Services provided under this Agreement; excluding, income taxes on profits which may be levied against HostSG.
4.8 Refund Policy . All fees paid to HostSG for subscription to Services are non-refundable. There is no refund for early termination of account.
5. Client Obligations
5.1 Client Content. Client shall provide all materials comprising the Web Site, including, but not limited to, any and all images, photographs, illustrations, graphics, audio clips, video clips or text (the “Client Content”), which shall be in a correct format (as specified by HostSG), including, but not limited to, HTML.2 format (“Server Ready”). Client is solely responsible for the content of any postings, data or transmissions using the Services, or any other use of the Services by Client or by any person or entity Client permits to access the Services. HostSG reserves the right, in its sole discretion, to exclude or remove from the Web Site any Client Content for any of the following reasons: (i) Client Content is not Server Ready, (ii) CGI scripts or programs consume an unreasonable amount of Central Processing Unit (“CPU”) usage, Random Access Memory (“RAM”), or other system resources, (iii) HostSG has received a significant number of complaints regarding Client’s failure to be reasonably accessible to its customers or timely fill orders, (iv) Client has become the subject of a government complaint or investigation, (v) Client runs or executes JAVA Servlets on the Virtual Server, or (vi) any other reason which may violate or infringe any law or third party rights or which otherwise may potentially expose HostSG to civil or criminal liability or public ridicule, provided that such right shall not place an obligation on HostSG to monitor or exert editorial control over the Web Site. PLEASE SEE SECTION 7.2 OF THIS AGREEMENT FOR SPECIFIC TERMINATION FEES AND PROCEDURES FOR CLIENT’S VIOLATION OF THIS SECTION.
5.2 Representations and Warranties. Client represents and warrants that: (i) Client has the power and authority to perform its obligations hereunder and the Agreement constitutes a valid and binding obligation enforceable against Client in accordance with its terms, (ii) Client has the requisite level of knowledge in the use of Internet languages, protocols and software to utilize the Services provided by HostSG, (iii) Client has secured all required authorization(s) necessary for hypertext links to third party web sites, (iv) Client holds all necessary licenses from the required jurisdictions to engage in the advertising and sale of any goods and services which may be offered on the Web Site, (v) Client Content does not and will not contain any content, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, regulation or right of a third party, including, without limitation, export laws, or any proprietary, contract, moral, or privacy right or any other third party right, and (vi) Client owns the Client Content or otherwise has the right to place the Client Content on the Web Site. PLEASE SEE SECTION 7.2 OF THIS AGREEMENT FOR SPECIFIC TERMINATION FEES AND PROCEDURES FOR CLIENT’S VIOLATION OF THIS SECTION.
5.3 Acceptable Use of Virtual Server. Client agrees to comply with all laws, rules, regulations and HostSG’s Acceptable Use Policy (“AUP”) found at https://www.hostsg.com/aup.htm. The AUP is incorporated herein by this reference and may be updated from time to time by HostSG in its sole discretion. Client acknowledges that it has read and understands the AUP and that Client has an obligation to periodically review the AUP from time to time. In addition to those activities prohibited in the AUP, Client agrees not to utilize the Services for any activities that: (i) constitute or encourage a violation of any applicable law or regulation, including but not limited to the sale of illegal goods or the violation of export control or obscenity laws, (ii) defame, impersonate or invade the privacy of any third party or entity, (iii) infringe the rights of any third party, including but not limited to the intellectual property, business, contractual or fiduciary rights of others, (iv) involve the display, sale, distribution or creation of any pornographic, obscene or otherwise offensive goods, services, material or ideas or promote violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, (v) modify any HostSG copyright notices or scripts without obtaining HostSG’s prior written consent, (vi) provide mirroring service for other web sites, (vii) the primary purpose is non-http compatible file distribution, including but not limited to the distribution of the following file types: .arj, .mp3, .exe, .tar, .rar, or .zip, (viii) are in any way connected with trolling, mailbombing, IRC Bots, Game-emulators, ROMs or the transmission of “junk mail,” “spam,” the unsolicited mass distribution of e-mail or with any unethical marketing practices, (ix) maintain or provide an image archive or collection for display, (x) use an email box exclusively as a storage space for data, which includes a mailbox exceeding 30 MB, and (xi) the primary website theme is related to professional wrestling, fads, “Top” sites, or otherwise “trendy” websites. In the event any provisions contained in this Agreement conflicts with any terms, conditions or clauses contained in the AUP, the provisions of this Agreement shall govern. PLEASE SEE SECTION 7.2 OF THIS AGREEMENT FOR SPECIFIC TERMINATION FEES AND PROCEDURES FOR CLIENT’S VIOLATION OF THIS SECTION.
5.4 Anti-Spam. HostSG is not liable to the customer or any other person whomsoever for any damages, whether direct, indirect, incidental, special or consequential (including loss of data, delays, non-deliveries, mis-deliveries, or service interruptions), that may result from the use of Anti-spam service. This service is provided ‘as is’ and without any warranty of any kind. All warranties, whether express or implied, are disclaimed and excluded, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and infringement. The entire risk as to the quality and performance of the service is with the customer.
5.5 Mass Mailing. HostSG strictly disallows mass mailing (eg. mass spamming, sending out newsletters) of any kind for customers on shared both web hosting and email hosting plan inclusive of Starter Hosting, Cloud Sites, Cloud Email hosting plan. Violation of this rule will result termination of hosting account without refund. Customers is recommended to consider our E-blaster hosting plan for mass mailing use.
6. License and Proprietary Rights
6.1 Software License. During the Initial Term and any applicable Renewal Term, HostSG grants Client a nontransferable, nonexclusive limited license to use the Software, in object code form only, solely for purposes of using the Services on the Virtual Server. To the extent such Software belongs to a third party, HostSG only grants such rights as it is able to under an agreement with the applicable third party. CLIENT MAY NOT USE WEB PAGES OR PARTS OF WEB PAGES GENERATED BY MEANS OF THE SOFTWARE ON ANY SERVER OTHER THAN THE VIRTUAL SERVER.
6.2 Software License Restrictions. Client agrees that it will not, directly or indirectly (and it will not allow others to):
6.2.1 Copy the Software, except as is necessary to install on Hardware and for internal, archival purposes. In the event Client makes any copies of the Software, Client shall reproduce all proprietary notices on such copies;
6.2.2 Reverse engineer, decompile, dissemble, modify or otherwise attempt to derive source code from the Software;
6.2.3Â Sell, lease, license, transfer, give possession of, or sublicense the Software or the documentation to others;
6.2.4Â Write or develop any derivative or other software programs, based, in whole or in part, upon the Software.
6.3 Proprietary Rights. Client shall not have any right, title, or interest in the Virtual Server, Software, Hardware, documentation, or any copyrights, patents, trademarks, trade secrets and any other proprietary rights embodied or used in connection therewith, except for the limited license provided in Section 6.1.
6.4 Proprietary Rights of Client. As between Client and HostSG, Client Content shall remain the sole and exclusive property of Client, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. Client hereby grants to HostSG a non-exclusive, worldwide, royalty-free license for the Initial Term and any Renewal Term to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use Client Content as necessary to render the Services to Client under this Agreement.
7. TERMINATION of agreement
7.1 Termination upon Breach or Insolvency. Subject to Section 7.3 below, this Agreement may be terminated by either party upon written notice, (i) if the other party breaches any obligation hereunder and the breaching party fails to cure such breach within thirty (30) days after such notice, or (ii) if the other party is the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization or liquidation proceeding, makes an assignment for the benefit of creditors or admits in writing its inability to pay debts when due. Notwithstanding the foregoing, this Agreement may be terminated by HostSG at any time upon written notice to Client if Client fails to make any payment within five (5) days after such payment was due.
7.2 Termination for Client’s Breach of Sections 5.1, 5.2, 5.3, 5.4. Notwithstanding Section 7.1 above, HostSG may immediately terminate this Agreement and remove Client’s Web Site from the Virtual Server if it is determined, in HostSG’s sole discretion, that Client has breached Sections 5.1, 5.2, 5.3, or 5.4 of the Agreement. Any termination under this Section 7.2 shall take effect immediately and Client expressly agrees that it: (i) shall not have any opportunity to cure, (ii) shall not be entitled to a refund of any fees paid to HostSG, and (iii) shall promptly pay a $250.00 clean-up / disconnection fee.
7.3 Rights and Remedies upon Termination. In the event either party terminates the Agreement pursuant to Sections 7.1 or 7.2, HostSG shall be entitled to immediately receive payment for all Services incurred through the date of termination. In addition, it is agreed to that, if Client is the breaching party, then HostSG will suffer damages that would be difficult to ascertain. Therefore, Client agrees to pay HostSG all amounts due hereunder for the remainder of the Initial Term or then applicable Renewal Term as liquidated damages and not as a penalty. Such liquidated damages shall be in addition to all other rights and remedies available to HostSG in law and in equity which may be granted by a court of competent jurisdiction.
8. Warranty Disclaimer; Limitation on Liability & Indemnity
8.1 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3 OF THIS AGREEMENT, ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS. HostSG DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HostSG DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.
8.2 Limitation on Liability. IN NO EVENT SHALL HostSG BE LIABLE TO CLIENT, CLIENT’S USERS OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR NONCONTRACTUAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY SERVICES, EVEN IF HostSG HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. HostSG’S LIABILITY, IF ANY, TO CLIENT OR TO ANY THIRD PARTY HEREUNDER SHALL IN NO EVENT EXCEED THE TOTAL AFTER TAX PROFITS EARNED BY HostSG UNDER THIS AGREEMENT IN THE LAST TWELVE MONTHS. THE PARTIES ACKNOWLEDGE THAT HostSG HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
IN NO EVENT SHALL HostSG BE LIABLE FOR FAILURE OR DELAY IN PERFORMING ITS OBLIGATIONS HEREUNDER IF SUCH FAILURE OR DELAY IS DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF ANY GOVERNMENTAL BODY, WAR, INSURRECTION, SABOTAGE, EMBARGO, FIRE, FLOOD, STRIKE OR OTHER LABOR DISTURBANCE, INTERRUPTION OF OR DELAY IN TRANSPORTATION, UNAVAILABILITY OF OR DELAY IN TELECOMMUNICATIONS OR THIRD PARTY SERVICES, FAILURE OF THIRD PARTY SOFTWARE OR INABILITY TO OBTAIN RAW MATERIALS, SUPPLIES, OR POWER USED IN OR EQUIPMENT NEEDED FOR PROVISION OF THE SERVICES.
8.3 Indemnity. Client will indemnify, defend and hold HostSG, and its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”) harmless from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys’ fees (collectively, “Losses”) resulting from or arising out of any claim, suit, action, arbitration or proceeding (each, an “Action”) brought by a third party against Indemnified Party relating to: (i) a breach or alleged breach by Client of any of its representations, warranties, covenants or obligations hereunder, (ii) infringement or misappropriation of any intellectual property rights, including but not limited to rights of privacy, patent, copyright, trade secret, trademark rights and/or licenses, (iii) injury caused by any negligence or willful misconduct of Client, or (iv) use of the Services, including use of the Services without the consent of Client
9. General Provisions
9.1 Privacy Policy. In an effort to address Client’s privacy concerns, HostSG has instituted a privacy policy (“Privacy Policy”) which may be found at www.hostsgc.om/privacy_policy.htm and is incorporated herein by this reference. HostSG reserves the right to change the Privacy Policy at any time. Client acknowledges that it has read and understands the Privacy Policy and that Client has an obligation to periodically review the Privacy Policy from time to time. In the event any provisions contained in this Agreement conflicts with any terms, conditions or clauses contained in the Privacy Policy, the provisions of this Agreement shall govern.
9.2 Independent Contractor. HostSG and Client are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between HostSG and Client. Neither HostSG nor Client will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
9.3 Binding Nature of Agreement;Â Assignment. Except as otherwise provided herein, all the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that Client may not assign or transfer its rights or obligations under or interest in this Agreement without first obtaining the prior written consent of HostSG. HostSG may, in its sole discretion, assign its obligations under this Agreement in connection with any merger, sale of all or substantially all of the assets of HostSG, or sale of a majority of the outstanding shares of stock of HostSG.
9.4 No Lease. This Agreement is a service agreement and is not intended to and will not constitute a lease for any real or personal property. Client acknowledges and agrees that (i) it has been granted only a license to use the Services and equipment provided by HostSG in accordance with this Agreement, (ii) Client has not been granted any real property interest in any equipment, and (iii) Client has no rights as a tenant or otherwise under any real property or landlord/tenant laws, regulations or ordinances.
9.5 No Third-Party Beneficiaries. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors and permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person.
9.6 Attorneys’ Fees. In the event of any litigation or arbitration between the parties hereto arising from or related to a party’s nonperformance or breach of this Agreement, the prevailing party in any such action shall be entitled to reimbursement of all costs and expenses incurred in connection with such litigation or arbitration, including without limitation, reasonable attorney’s fees.
9.7 Alteration. No alteration, modification, or change of this Agreement shall be valid unless made in writing and executed by the parties hereto.
9.8 Governing Law; Venue. This Agreement shall be governed by and shall be construed, interpreted and enforced in accordance with the laws of the Republic of Singapore, without reference to principles of conflicts of law. The parties agree that the sole and exclusive venue for any and all disputes arising hereunder shall be in any trial court located in Singapore. The parties hereby irrevocably consent to the jurisdiction of the appropriate court in Singapore.
9.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. The parties agree that this Agreement, the Service Order and Service Order Change Forms may be delivered by any party by electronic or facsimile signature.
9.10 Severability. Each provision of this Agreement shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein.
9.11 Entire Agreement. This Agreement, along with the AUP, Privacy Policy and Client’s Plan, shall be the entire agreement among the parties with respect to the transactions contemplated among them and, except as otherwise provided, supersede all previous negotiations, commitments, and writings.
10. Web Design
10.1Â Legal Notice. Notwithstanding anything to the contrary contained in this contract, neither HostSG nor any of its employees or agents, warrant that the functions contained in the Web Design Project will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web Design Project is with the Client. In no event will the web designer and/or HostSG be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this Web Design Project, failure of any service provider, of any telecommunications carrier, of the internet backbone, of any internet servers, your or your site visitor’s computer or internet software, even if HostSG has been advised of the possibility of such damages.
10.2 Copyrights and Trademarks. The client represents to HostSG and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to HostSG for inclusion in Web pages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend HostSG from any claim or suit arising from the use of such elements furnished by the client. HostSG reserves the right to remove or block access to customer content upon receipt of notice of copyright infringement.
10.3 Web Design Project Copyright. Copyright to the finished web design site produced by HostSG will be owned by the web designer and/or HostSG. The Client will be assigned rights to use the Web Design Project as a web site, once final payment under this agreement and any additional charges incurred have been paid. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the Client, and remain the property of their respective owners. HostSG and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. All Web Design Projects will contain a copyright/legal statement with a link to HostSG Web Site. The link is removable with an additional fees of S$300 or 10% of the entire Web Design Project cost, which ever is higher.
10.4 Payment Terms. It is imperative that payments be made promptly and as detailed in this web design contract. All payment will be made in Singapore Dollars (SGD). Source files will be stored temporarily, for client review, on HostSG server or the client’s ISP account and will be uploaded to go live when full payment is received. If an amount remains delinquent 15 days after its invoice date, an additional 5% penalty will be added for each month of delinquency. HostSG reserves the right to remove Web pages from viewing on the Internet until final payment is made. If case collection proves necessary, the client agrees to pay all fees incurred in that process.
10.5 Sole Agreement. The agreement contained in this “Terms and Conditions” constitutes the sole agreement between HostSG and the client regarding the project outlined above. Any additional work not specified in the terms and conditions requires a separate agreement.
10.6 Web Design Initial Payment and Refund Policy. All web design project agreement begins with an initial payment of 50% of the entire project cost. If the client halts work and applies for a refund within 30 days, to HostSG, work completed shall be billed at the basic web design rate and the number of completed pages with the per page rate as agreed upon, and deducted from the initial payment, the balance of which shall be returned to the client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the client shall be liable to pay for all work completed at the basic web design and per page rate as agreed upon.
10.7 Web Design Revisions and Amendment . All web design project are given up to 3 revisions and amendment prior to launch. For revisions more than 3, the client shall incurred additional charges based on the amount of revisions required.
11. Custom Programming Project
11.1Â Legal Notice. Notwithstanding anything to the contrary contained in this contract, neither HostSG nor any of its employees or agents, warrant that the functions contained in the Custom Programming Project will be uninterrupted or error-free. The entire risk as to the quality and performance of the Custom Programming Project is with the Client. In no event will the programmer and/or HostSG be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this Web Design Project, failure of any service provider, of any telecommunications carrier, of the internet backbone, of any internet servers, your or your site visitor’s computer or internet software, even if HostSG has been advised of the possibility of such damages
11.2 Payment Period . It is imperative that payments be made promptly and as detailed in this Custom Programing Project contract. All payment will be made in Singapore Dollars (SGD). Source files will be stored temporarily, for client review, on HostSG server or the client’s ISP account and will be uploaded to go live when full payment is received. If an amount remains delinquent 30 days after its invoice date, an additional 5% penalty will be added for each month of delinquency. HostSG reserves the right to remove project from viewing on the Internet until final payment is made. If case collection proves necessary, the client agrees to pay all fees incurred in that process.
11.3 Project Fees and Changes . All projects are required a 50% down payment before commencement. Should the customer intend to halt the project after more than 30% of the project are done, the 50% down payment are strictly non-refundable. All quotation are accurate within 30 days unless otherwise specified. New development, or changes requirement of more than 30% of initially agreed project requirement will subject to new charges.
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