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SERVICES AGREEMENT
Main Terms and Agreements
This Services Contract, together with the Policies posted (or to be posted) on the ceilingsky site (collectively, "the Agreement") contains the complete terms and conditions which govern your subscription to Web hosting, e-Commerce and other Internet-related services provided by ceilingsky.com (the "Services"). As used in this Agreement, "ceilingsky" means ceilingsky.com and "Client", "you", or "your" means you. By clicking on the "Submit Order" button, you acknowledge that you have read the Agreement, and you agree to its terms and conditions. As referred to in this Agreement, "Site" refers to a World Wide Web site and "ceilingsky Site" refers to the Site located at the URL http://www.ceilingsky.com , or any other successor Sites owned or maintained by ceilingsky.
1. NATURE AND USE OF THE SERVICES.
ceilingsky does not own, operate or control its own server or network. Accordingly, ceilingsky only provides the Services and shall not be required to edit, control, monitor or restrict the content of data other than as necessary to provide such Services.
- Client Content. Client agrees that it will not distribute, electronically transmit or display any materials supplied by Client or through Client by a third party in connection with Client's use of the Services which:
- violate any state, federal or foreign laws or regulations;
- infringe on any intellectual property rights (e.g., copyright, trademark, patent or other proprietary rights) of ceilingsky or any third party;
- are defamatory, slanderous or trade libelous;
- are threatening or harassing;
- are discriminatory based on gender, race, age or promote hate
- violate any ceilingsky policy posted on the ceilingsky Site including, but not limited to, our Acceptable Use Policy (includes Adult Content Policy), UCE (SPAM) Policy, and CGI Abuse Policy.
- contain viruses or other computer programming defects which result in damage to ceilingsky or any third party.
- Bandwidth. Client may occupy only the amount of disk space on the ceilingsky Server and utilize no more than the network bandwidth that is allotted by ceilingsky. Additional fees, specified in the ceilingsky hosting plans page, will be charged for exceeding the disk space and/or network bandwidth allowance of your selected plan.
- No "SPAM". Client shall not use the Services for chain letters, junk mail, spamming, or any use of distribution lists to any person who has not given specific permission to be included in such a process. Client also shall not engage in any unsolicited email practices at ceilingsky, or otherwise, that mention or reference any domain hosted on ceilingsky servers or parked on ceilingsky DNS servers. (Violators will be fined! Refer to our UCE (SPAM) Policy).
- Licensed Software Only. Client agrees to use only properly licensed third party software in connection with Client's use of the Services.
- Back-Up Files. ceilingsky has no control over or capacity to provide backup services, and shall have no responsibility therefore. Client is responsible for making back-up files in connection with its use of the Services.
- Termination. ceilingsky reserves the right to refuse service to anyone. ceilingsky, in its sole discretion, may immediately terminate this Agreement if Client engages in any of the foregoing. To report any unacceptable behavior by a third party using the Services, please contact abuse@ceilingsky.com.
2. PAYMENT OBLIGATIONS
- Service Fees. ceilingsky shall collect Service Fees by either (i) debiting Client's credit card (where such information is provided by Client) on a monthly basis in advance (each "month" to start on the particular date of commencement of Services) or (ii) billing Client by e-mail or regular mail in advance on a quarterly basis (or for a longer term per agreement). Client's provision of credit card information shall constitute its consent to be charged pursuant to the terms of this Services Agreement. Where an invoice is delivered to Client, Client shall remit payment to ceilingsky by no later than the specified payment due date. ceilingsky shall be entitled to immediately terminate this Agreement or suspend Client's account for Client's failure to make timely payments to ceilingsky. Certain services carry a set-up fee charged by ceilingsky to Client that must be paid by Client in order to have use of the Services. At the termination of this Agreement in accordance with Section 4 hereunder, Client shall be responsible for any outstanding fees owed to ceilingsky.
- Domain Names. If Client chooses to register a domain name(s) through ceilingsky, Client acknowledges and agrees that Client will pay a registration fee(s) to register the domain name(s) with the applicable domain name registrar. ceilingsky does not offer refunds for domain name registrations for any reason, including misspelling of the domain name.
3. INDEMNIFICATION OF ceilingsky BY CLIENT
- The parties agree that in no event shall ceilingsky be liable to any third party for Client's breach or alleged breach of any of the terms and conditions set forth in this Agreement. Client agrees to defend, indemnify and hold harmless ceilingsky from any and all expenses, losses, liabilities, damages or attorney's fees incurred as a result of Client's breach or alleged breach of any Client obligations set forth hereunder or as a result of Client's use of Services.
4. TERM, & TERMINATION
- Subject to the terms and conditions hereof, this Agreement shall be effective on the date you register for the Services, and shall continue in effect on a month-to-month basis unless otherwise specified by separate agreement (the "Term") or terminated earlier pursuant to the provisions of this Section 4. Either party will have the right to terminate this Agreement without cause upon written notice to the other party. If Client is terminating this Agreement, Client must contact ceilingsky to receive a cancellation number, which Client shall retain as proof of termination, by the 25th day of Client's billing cycle. Any other attempt by Client to cancel this Agreement by written or e-mail notice shall be void.
- In the event of termination by Client or termination for cause by ceilingsky Client will receive no refund for the days remaining in the current billing cycle. If Client has pre-paid ceilingsky for Services for a period of more than one month Client will receive a refund for any unused full month portions.
5. TAXES
- Client will pay and indemnify and hold ceilingsky harmless from any and all taxes associated with or arising from Client's use of the Services, including any penalties and interest and any costs associated with the collection or withholding thereof.
6. DISCLAIMER OF WARRANTY
- THE SERVICES, THE ceilingsky SITE, INCLUDING WITHOUT LIMITATION, ALL PRODUCTS AND SERVICES DISPLAYED OR OFFERED ON THE ceilingsky SITE, AND ALL TEXT, GRAPHICS, LINKS AND APPLICATIONS ARE PROVIDED TO CLIENT ON AN 'AS IS' BASIS AND WITHOUT WARRANTY OF ANY KIND. ceilingsky DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF THE FOREGOING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ceilingsky SPECIFICALLY DISCLAIMS ANY WARRANTY THAT (1)THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (2) DEFECTS WILL BE CORRECTED; (3) THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS; OR (4) THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT.
7. LIMITATION OF LIABILITY
- CUSTOMER ACKNOWLEDGES THAT IN NO EVENT SHALL ceilingsky BE LIABLE HEREUNDER IN AN AMOUNT EXCEEDING ONE HUNDRED DOLLARS. IN NO EVENT SHALL ceilingsky BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER.
8. MISCELLANEOUS
- Notices. Any notices or communication under this Agreement shall be in writing and shall be deemed delivered to the party receiving such communication at the address specified below (1) on the delivery date if delivered personally to the party, or a representative of the party; (2) on the transmittal date if sent by email. If to ceilingsky: info@ceilingsky.com If to Client: Name and address provided at account setup.
- If any of the provisions, or portions thereof, of this Agreement are found to be invalid under any applicable statute or rule of law, then, that provision notwithstanding, this Agreement shall remain in full force and effect and such provision or portion thereof shall be deemed omitted. This Agreement (including the Exhibits, attachments and/or addenda, if any,) represents the entire agreement of the parties with respect of the subject matter hereof and supersedes all prior and/or contemporaneous agreements or understandings, written or oral between the parties with respect to the subject matter hereof. This Agreement and the rights granted and obligations undertaken hereunder may not be transferred, assigned or delegated in any manner by Client, but may be so transferred, assigned or delegated by ceilingsky. Any waiver or any provision of this Agreement, or a delay by any party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right. In any legal proceeding between the parties under this Agreement, the prevailing party shall be entitled to recover its costs, expenses and reasonable attorneys' fees. This Agreement is made under and shall be governed by the laws of the United States of America, except with regard to it's conflict of law rules. This Agreement and ceilingsky's policies are subject to change by ceilingsky without notice. Continued usage of the Services after a change to this Agreement by ceilingsky or after a new policy is implemented and posted on the ceilingsky Site constitutes your acceptance of such change or policy. We encourage you to regularly check the ceilingsky Site for any changes or additions.
Acceptable Use Policy
This Acceptable Use Policy ("AUP") supplements and explains certain terms used in each customer's
respective service agreement and is intended as a guide to the customer's rights
and obligations when utilizing ceilingsky's services. When a client violates
ceilingsky policy and the service agreement ceilingsky may take any action to stop the harmful activity,
including but not limited to, removing information, shutting down a web site, implementing screening
software designed to block offending transmissions, or denying access to the Internet. Clients violate
ceilingsky policy and the service agreement when they, their customers, affiliates, or subsidiaries
engage in any of the the following prohibited activities:
Spamming
Sending unsolicited bulk and/or commercial messages over the Internet (known as "spamming"). It is not
only harmful because of its negative impact on consumer attitudes toward ceilingsky, but also
because it can overload the network and disrupt service to ceilingsky clients. Also,
maintaining an open SMTP relay is prohibited. When a complaint is received, ceilingsky has the
discretion to determine from all of the evidence whether the e-mail recipients were from an "opt-in" e-mail
list.
Intellectual Property Violations
Engaging in any activity that infringes or misappropriates the intellectual property rights of others,
including copyrights, trademarks, service marks, trade secrets, software piracy, and patents held by
individuals, corporations, or other entities. Also, engaging in activity that violates privacy, publicity, or
other personal rights of others. ceilingsky is required by law to remove or block access to
customer content upon receipt of a proper notice of copyright infringement. It is also ceilingsky's
policy to terminate the privileges of customers who commit repeat violations of copyright laws.
Adult Material
Because the Internet is a global communication tool it is difficult to dictate what is considered "adult material." It is not our function to
discriminate against those who choose to utilize adult content or adult related material. However,
there are still several reasons why ceilingsky has been forced to create its "no adult sites" policy.
What does ceilingsky consider "Adult Material?"
- Any site whose revenue is gained in part or whole from adult content.
- Photos or videos showing frontal nudity of either men or women for non-scientific or non-artistic purposes.
- Revenue-generating hyperlinks to sites who violate policy #1.
ceilingsky reserves the right to decide what is "adult content", "adult material", "sexually explicit", or "sexually related".
Defamatory or Abusive Language
Using ceilingsky's network as a means to transmit or post defamatory, harassing, abusive, or threatening language.
Forging of Headers
Forging or misrepresenting message headers, whether in whole or in part, to mask the originator of the message.
Illegal or Unauthorized Access to Other Computers or Networks
Accessing illegally or without authorization computers, accounts, or networks belonging to another party,
or attempting to penetrate security measures of another individual's system (often known as "hacking").
Also, any activity that might be used as a precursor to an attempted system penetration (i.e. port scan,
stealth scan, or other information gathering activity).
Background Running Programs
Background Daemons, including, but not limited to, IRC bots, eggdrop, BitchX, XiRCON, warez sites and any other program that interferes with normal server operation are prohibited on ceilingsky servers.
ceilingsky will be the sole arbitor of what consitutes a violation of the above policy.
Distribution of Internet Viruses, Worms, Trojan Horses, or Other Destructive Activities
Distributing information regarding the creation of and sending Internet viruses, worms, Trojan horses,
pinging, flooding, mailbombing, or denial of service attacks. Also, activities that disrupt the use of or
interfere with the ability of others to effectively use the network or any connected network, system,
service, or equipment.
Facilitating a Violation of this AUP
Advertising, transmitting, or otherwise making available any software, program, product, or service that is
designed to violate this AUP, which includes the facilitation of the means to spam, initiation of pinging,
flooding, mailbombing, denial of service attacks, and piracy of software.
Export Control Violations
Exporting encryption software over the Internet or otherwise, to points outside the United States.
Usenet Groups
ceilingsky reserves the right not to accept postings from newsgroups where we have actual knowledge that the content of the newsgroup violates the AUP.
Other Illegal Activities
Engaging in activities that are determined to be illegal, including advertising, transmitting, or otherwise
making available ponzi schemes, pyramid schemes, fraudulently charging credit cards, and pirating
software.
Other Activities
Engaging in activities, whether lawful or unlawful, that ceilingsky determines to be harmful to its clients, operations, reputation, goodwill, or customer relations.
We hope this AUP is helpful in clarifying the obligations of Internet users, including ceilingsky and
its clients, as responsible members of the Internet. Any complaints about a client's violation of this AUP
should be sent to abuse@ceilingsky.com.
*This Acceptable Use Policy is subject to change by
ceilingsky without notice. Continued usage of the services after a change to this policy is
implemented and posted on the ceilingsky site constitutes your acceptance of such change or
policy. We encourage you to regularly check the ceilingsky site for any changes or additions.
UCE/SPAM Policy
The abuse and misuse of e-mail is a serious problem, and ceilingsky will not tolerate it.
Definition of UCE (Unsolicited Commercial E-mail), or SPAM:
- The bulk UCE, promotional material, or other forms of solicitation sent via e-mail that advertise any IP address belonging to ceilingsky or any URL (domain) that is hosted by ceilingsky.
- Unsolicited postings to newsgroups advertising any IP or URL hosted by ceilingsky.
- The use of webpages set up on ISPs that allow SPAM-ing (also known as "ghost sites") that directly or indirectly reference customers to domains or IP addresses hosted by ceilingsky.
- Advertising, transmitting, or otherwise making available any software, program, product, or service that is designed to facilitate a means to SPAM.
- Forging or misrepresenting message headers, whether in whole or in part, to mask the true origin of the message.
For further information on mail abuse, please visit the Mail Abuse Prevention System (MAPS) website.
Repercussions of SPAM:
Across the Web, it is generally accepted that SPAM is an inconsiderate and improper business practice.
ceilingsky:
SPAM is not only harmful because of its negative impact on consumer attitudes toward ceilingsky, but also because it can overload the network and other resources, especially on our shared (virtual) server environments.
Our Providers:
Since it is unsolicited, users who receive SPAM often become angry and send complaints to our
upstream providers. This upsets our providers who abhor SPAM for the same reasons that ceilingsky does - it causes negative consumer attitudes and drains resources. We strive to maintain
favorable business relationships in the Web community and obviously will not allow any practice that
threatens those relationships.
Punishment For SPAM:
ceilingsky reserves the right to terminate, without warning, any account that violates this policy. Usage of ceilingsky services constitutes acceptance and understanding of this policy.
ceilingsky will charge $25.00 per SPAM complaint we receive about a customer. Our provider, VDI, receives this fine
from their Network providers and these fines are passed on to the responsible party. These are
non-refundable charges and will be invoiced at the time of complaint notification.
ceilingsky reserves the right to decide what it considers to be "SPAM", "UCE", "mail bombing", or "bulk e-mail", and to determine from all of the evidence whether or not the e-mail recipients were from an "opt-in" e-mail list.
Should you choose to e-mail from ceilingsky servers, especially if you use mailing lists, you
must read and adhere to the following guidelines, which are offered as a statement of Internet
standards and best current practices for proper mailing list management and preventing e-mail
abuse.
Basic Mailing List Management Principles for Preventing Abuse
Mailing lists are an excellent vehicle for distributing focused, targeted information to an interested,
receptive audience. Consequently, mailing lists have been used successfully as a highly effective direct
marketing tool.
Unfortunately, some marketers misuse mailing lists due to a lack of understanding of Internet customs
and rules. Others fail to take adequate precautions to prevent the lists
they manage from being used in an abusive manner.
- The e-mail addresses of new subscribers must be confirmed or verified before mailings
commence. This is usually accomplished by means of an e-mail message sent to the subscriber
to which s/he must reply, or containing a URL which s/he must visit in order to complete the
subscription. However it is implemented, a fundamental requirement of all lists is the verification
of all new subscriptions.
- Mailing list administrators must provide a simple method for subscribers to terminate their
subscriptions, and administrators should provide clear and effective instructions for
unsubscribing from a mailing list. Mailings from a list must cease promptly once a subscription is
terminated.
- Mailing list administrators should make an "out of band" procedure (e.g., a means of contact by
which messages may be sent for further correspondence via e-mail or telephone) available to
those who wish to terminate their mailing list subscriptions but are unable or unwilling to follow
standard automated procedures.
- Mailing list administrators must ensure that the impact of their mailings on the networks and
hosts of others is minimized by proper list management procedures such as pruning of invalid or
undeliverable addresses, or taking steps to ensure that mailings do not overwhelm less robust
hosts or networks.
- Mailing list administrators must take adequate steps to ensure that their lists are not used for
abusive purposes. For example, administrators can maintain a "suppression list" of e-mail
addresses from which all subscription requests are rejected. Addresses would be added to the
suppression list upon request by the parties entitled to use the addresses at issue. The
purpose of the suppression list would be to prevent subscription of addresses appearing on the
suppression list by unauthorized third parties. Such suppression lists should also give properly
authorized domain administrators the option to suppress all mailings to the domains for which
they are responsible.
- Mailing list administrators must make adequate disclosures about how subscriber addresses will
be used, including whether or not addresses are subject to sale or trade with other parties.
Once a mailing list is traded or sold, it may no longer be an opt-in mailing list. Therefore, those
who are acquiring "opt-in" lists from others must examine the terms and conditions under which
the addresses were originally compiled and determine that all recipients have in fact opted-in
specifically to the mailing lists to which they are being traded or sold.
- Mailing list administrators should make adequate disclosures about the nature of their mailing
lists, including the subject matter of the lists and anticipated frequency of messages. A
substantive change in either the subject matter or frequency of messages may constitute a new
and separate mailing list requiring a separate subscription. List administrators should create a
new mailing list when there is a substantive change in either the subject matter or frequency of
messages. A notification about the new mailing list may be appropriate on the existing mailing
list, but existing subscribers should never be subscribed automatically to the new list. For
example, if Company A acquires Company B, and Company B has compiled opt-in mailing lists,
Company A should not summarily incorporate Company B's mailing lists into its own.
*This UCE/SPAM Policy is subject to change by
ceilingsky without notice. Continued usage of the services after a change to this policy is
implemented and posted on the ceilingsky site constitutes your acceptance of such change or
policy. We encourage you to regularly check the ceilingsky site for any changes or additions.
CGI Abuse Policy
ceilingsky allows CGI to be used by all its clients. CGI can be resource intensive however,
and because our servers must be shared by multiple users, we must limit how much of the CPU can
be used by any one account on a shared server.
What does ceilingsky consider to be "CGI ABUSE"?
Any site whose CGI programs are using excessive amounts of system resources. Excessive amounts is
defined as any amount that results in substantial degradation of server performance. ceilingsky is
the sole determinant of what consititues degraded server performance.
Due to their use of flat files instead of databases, ceilingsky does not allow the use of UBB or
YABB bulletin boards. Use of these boards for large or very active forums results in system performance
degradation and cannot be allowed in our shared server environment. ceilingsky suggests using
VBulletin or phpBB as a more efficient, database-driven alternative to these bulletin boards.
Why does ceilingsky have this policy?
Server Speed and Fairness to others
A Virtual Server is shared - there are many accounts per machine. In all fairness,
ceilingsky cannot allow one or two clients to use all of the System resources on a shared machine and have
all other clients on the machine suffer because of it. Excessive CPU usage by one or more clients
causes extreme slowness in all areas: FTP, Telnet, Web Sites and more. If the CPU usage gets too far
out of hand, all sites hosted on the machine will return Errors and not be accessible in any way.
What happens if I violate this policy?
All accounts that are found to be using excessive amounts of system resources will receive an email
warning from ceilingsky. This warning will inform you that there is too much CGI running and it will
provide options for reducing the usage or upgrading your server. If you do not reduce the usage within
24 hours of the email being sent, your CGI scripts will be disabled.
*This CGI Abuse Policy is subject to change by
ceilingsky without notice. Continued usage of the services after a change to this policy is
implemented and posted on the ceilingsky site constitutes your acceptance of such change or
policy. We encourage you to regularly check the ceilingsky site for any changes or additions.
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