Web Hosting Terms & Conditions

Revision: 09/14/2020

By using, receiving, or purchasing any of our Services, you are agreeing to be bound by these terms & conditions, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you may discontinue use of our services.

  1. General. This Agreement is entered into between Professional Networks, Inc., a Virginia corporation, (“Provider”) of 307 Meadow Street; Galax, Virginia 24333 and you. (“Client”)
  2. Modifications. Developer may revise these terms & conditions at any time without notice.
  3. Services. Provider agrees that it will provide hosting of one or more websites for Client as part of Provider’s engagement with Client, and may provide other related services on Client’s behalf, (collectively, the “Services”).
  4. Materials Provided by Client. In the process of providing Services, Provider may request or be provided text, images, logos, graphics, designs, code, or other intellectual property from Client. Text, images, logos, graphics, designs, code, and other intellectual property (collectively, the “Materials Provided”) are provided to Provider. By providing materials to Provider, Client represents and warrants that to Client’s actual knowledge: (e) the Materials Provided do not infringe any third party’s rights; and (f) that there are no pending or threatened claims of breach of contract, misappropriation or infringement of intellectual property or misappropriation of confidential information against Client and no events or conduct exist that could give rise to such a claim.
  5. Hosting Services. Provider will host the Materials Provided on behalf of Client.
  6. Maintenance Services. Provider may offer opt-in services including backups, software & application updates, data entry, development, or other ongoing services to Client to support their Hosting Services.
  7. Guarantees.
    1. Provider guarantees that the Hosting Platform* will have an availability of 99% per Month. If availability drops below 99% bill credits on hosting will be given according to the below table:
      Availability**Credit Percentage
      99% – 100%0%
      95% – 98%6.25%
      90% – 95%12.5%
      70% – 90%25%
      50% – 70%50%
    2. Provider guarantees that at least 30 days of backups will be kept for your website if you’ve opted-in to this service. Provider cannot guarantee backups will capture all data due to temporary files, caches, and other transient / short-lived data.
    3. Provider guarantees to provide up-to 15 minutes of support per month if you’ve opted-in to this service. Support will be provided by phone or email. Support is defined as technical advice & guidance regarding using the website platform. Support does not include data entry or development.

    The Services & Guarantees granted by Provider to Client in Sections 3, 5, 6, and 7 shall be contingent upon Client satisfying all obligations to Provider, including making all payments due.

    We cannot make guarantees regarding availability of websites hosted, as 3rd party software, DDOS attacks, software updates & patches, traffic spikes, and other factors can reduce availability and are beyond our control.

    *Hosting Platform refers to the servers & services that host your website, including app servers, database servers, and DNS servers.

    **Availability is measured by our independent 3rd party monitoring service Alertra. (https://www.alertra.com/features)

  8. Payment. The parties understand and agree that all Services granted to Client are subject to and conditioned upon Client’s compliance with the terms of this Agreement, including, but not limited to, payment of the fees due and payable to Provider for the Service under this Agreement, as well as any change orders.
  9. Acceptable Use of Services. By using any of the Services provided by Provider, Client agrees they will not: (a) Violate any applicable local, state, national, or international law, including but not limited to ordinances, regulations, rules, or requirements of any applicable national or local authorities / regulators. (b) Transmit unsolicited commercial or bulk email. You will not engage in any spamming or Email Bombing activities. (c) All your outgoing email messages containing advertising will include an automated opt out. (d) You will not make any inappropriate communication to any Chat Facility, Newsgroup, Mailing List, or other Internet Forum. (e) You will not make, attempt, or allow any unauthorized access to Provider and/or third-party website(s), server(s), hosting accounts, and/or services. (f) You will not allow remote code execution of malicious software. (g) You will not cause denial of service attacks, port scans, or other endangering and invasive procedures against Provider servers and facilities or the servers and facilities of other network hosts or Internet users. (h) You will not display, store, distribute, or otherwise make available any content or material that you are not authorized to, whether because prohibited by law, agreement or other reason. This includes but is not limited to copyrighted music, video, photos, designs, files, copyrighted software, personally identifiable or protected confidential information, trade secrets, etc. (i) You will not display, store, distribute, or otherwise make available any “protected health information” as defined under the HIPAA (“Health Insurance Accountability & Portability Act”) (j) You will not impersonate any person or entity. (k) You will not harm to seek to harm minors in any way. (l) You will not host or operate an audio and/or video streaming service. (m) Any material that is in our reasonable opinion obscene or threatening is prohibited and will be removed. (n) By using our Services you agree not to engage in or instigate actions that cause harm to Provider, other Clients, or any third-party. Such actions include but are not limited to, actions resulting in blacklisting any Provider IPs by any online spam or IP reputation database, actions resulting in DOS attacks for any PRONETS server, etc.
  10. Security & Abuse of Resources Policy. (a) If a website, theme, plugin, or other code hosted on our servers contains or causes security vulnerabilities, we may, at our discretion, choose to disable or remove it from our Services until the vulnerabilities can be fixed. (b) If a website, theme, plugin, or other code hosted on our servers causes excessive traffic, degrades the performance of other components & websites on our server, engages in cryptographic currency mining, engages in or perpetuates DOS attacks or other illegal activities it will be disabled or removed until these issues are resolved.
  11. Enforcement and Severability. The parties agree that a breach of any of the provisions of Sections 8, 9, or 10 would result in irreparable injury and damage to the parties for which the nonbreaching party would have no adequate remedy at law. In the event of a breach or a threatened breach of any of the provisions of Sections 8, 9, or 10, the nonbreaching party shall be entitled to specific performance, a temporary restraining order, and/or a preliminary or permanent injunction restraining the breaching party from breaching the same. However, nothing contained herein shall be construed as prohibiting the nonbreaching party from pursuing any other remedies available to it for such breach, including the recovery of damages from the breaching party. The parties further agree that in the event of any such breach, the nonbreaching party shall be entitled to all costs and expenses incurred as a result, including reasonable attorney’s fees, in addition to any other remedies to which the nonbreaching party may be entitled.
  12. Representations and Warranties. The parties represent and warrant that (a) they have the full power and authority to enter into this Agreement without the consent or approval of any other person, including any present or previous employer and (b) their execution, delivery and performance of this Agreement will not violate or cause a breach of any existing employment or any other agreement, covenant, promise or any other duties by which such party is bound, including confidentiality obligations or covenants not to compete. Client further represents and warrants that to Client’s actual knowledge: (e) the Materials Provided do not infringe any third party’s rights; and (f) that there are no pending or threatened claims of breach of contract, misappropriation or infringement of intellectual property or misappropriation of confidential information against Client and no events or conduct exist that could give rise to such a claim.
  13. Applicable Law; Venue. This Agreement will be governed by the laws of the Commonwealth of Virginia, without respect to its principles of conflict laws. Any legal suit, action or proceeding arising out of this Agreement or the transactions contemplated hereby or thereby shall be instituted in the state or federal courts serving the City of Galax, Virginia, and each party irrevocably submits to the exclusive jurisdiction of such court in any such suit, action or proceeding.
  14. No Partnership. This Agreement does not create a partnership relationship. Provider does not have authority to enter into agreements on Client’s behalf.
  15. Severability. In the event a court of competent jurisdiction deems any provision of this Agreement to be void, voidable, unenforceable, or otherwise invalid, such provision shall be severed and the court’s determination shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect.
  16. Further Assurances. The parties agree to execute and deliver all of the agreements, documents and instruments required to be executed and delivered by them in this Agreement and to execute and deliver such additional instruments and documents and to take such additional actions as may reasonably be required from time to time in order to effectuate the transactions contemplated by this Agreement.
  17. Survival. The parties agree that all provisions that by reasonable construction of their terms or nature would require survival beyond the termination of this Agreement shall survive such termination.
  18. Assignment. The parties acknowledge and agree that the duties and responsibilities of parties hereunder or under the Agreement shall not be assignable in whole or in part without the prior written consent of the other party.
  19. Miscellaneous. Either party may, at any time during the term of the Agreement, request in writing changes to the scope of services under the Agreement in accordance with the change request procedure set forth in Exhibit A hereto, this Exhibit and any subsequent change orders are and shall be incorporated into and made a part of this Agreement. No change orders or other alteration, modification, amendment, or waiver of any provision of the Agreement shall be valid and enforceable unless and until memorialized in writing and agreed to by both Developer and Client, and no waiver of any breach under this Agreement shall be deemed a waiver of any subsequent breach. Notwithstanding the foregoing, nothing in the Agreement, or any change order shall preclude Developer from collecting from Client for actual work performed at Client’s request for which written change orders were not executed. This Agreement constitutes the whole and complete understanding of the parties, and no representations other than those expressly contained in this Agreement shall be binding. This Agreement may be executed by electronic transmission and in counterparts, which when taken together shall constitute the complete original Agreement and shall be fully enforceable.

Exhibit A

Change Order Procedure

  • The parties understand that the estimates created by Developer are based on information available to the Developer at the time the estimate is generated and remain subject to change.
  • Client may request changes in writing from Developer (via email or print/letter). Changes may incur additional charges. We are able to provide an estimate for changes upon request.
  • Nothing in the Agreement shall preclude Developer from collecting from Client for actual work performed.