TERMS & CONDITIONS

This Agreement (“Agreement”) is a binding agreement between CODEC Prime, Inc. (CODEC Suite) and the person or entity (“client”, “you” or “your”) on whose behalf this Agreement is executed. This Agreement governs your use of any and all services and/or support provided by CODEC Suite, including but not limited to web design, web hosting, website maintenance, domain names, email, SEO, and/or web design (“Services”).

Please read this Agreement carefully prior to ordering or using any CODEC Suite Services. This Agreement and any subsequent modifications thereto, exclusively govern your use of the Services subject to applicable local, state, and federal laws. This Agreement represents the complete agreement and understanding between you and CODEC Suite and supersedes any other written or oral agreement. If you do not agree to these terms and conditions set forth in this Agreement, you MUST notify the CODEC Suite Billing Department (website{at}codecsuite.com) to arrange for a closure of your account. You shall continue to be bound by these terms and conditions until your account has been closed by CODEC Suite and confirmation provided with respect to the same. USE OF YOUR ACCOUNT at any time shall constitute your acceptance and approval of the terms and conditions set forth in this Agreement.

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you and CODEC Suite agree as follows:

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1. Uptime Guarantee

If your shared hosting account downtime is not within the 99.9% uptime, you may request for credit on your account based on our Service Level Agreement. Uptime of the server is defined as the reported hardware and network availability, not uptime from individual service which is independent of the actual uptime of the server. Third party monitoring services reports may not be used for justification due to unreliable monitor’s network capacity/transit availability. To request credit, please open a support ticketor email us at website{at}codecsuite.com to report your claim with justification based on this Agreement. Credit approval is at the discretion of CODEC Suite.

2. Permitted Use

Services provided to you by CODEC Suite may only be used for lawful purposes. The transmission or publication of any information, data, or material in violation of any federal or state regulation or law is strictly prohibited and grounds for immediate cancellation of your account. This includes, but is not limited to, material protected by copyright, trade secret or any other statute, threatening material, obscene material, material that is deemed to be suited for “adults only,” as well as links to or instructions for accessing the foregoing. CODEC Suite reserves the right to remove any and all materials which infringe on copyright work or in response to a Digital Millennium Copyright Act take down notice or that otherwise violate permitted use of the services offered by CODEC Suite. Examples of non-acceptable content or links include, but are not limited to, hacker applications/archives, “Warez” sites, proxy applications, IRC, rapidleech (and similar), torrents, torrents listings, and spam applications.

3. Cancelation of Services in General

CODEC Suite reserves the right to cancel your service for any reason without prior notice. Where appropriate, any fees paid for yet to be used services may be returned to you on a prorated basis. Such discretion is to be consistent with the terms of this Agreement and to the extent that no such term is set forth in this Agreement, discretion rests solely with CODEC Suite as to whether to issue a refund. In some instances, fees are related to licenses or bundles that are not capable of being refunded notwithstanding any remaining term on a contract or subscription. Examples of non-refundable fees include, but are not limited to, domain name registration/transfer, domain protection, additional site builder licenses, SSL certificates, dedicated server orders and fees, downgrade/upgrade fees, fees for any products purchased through CODEC Suite, and IP. In the event that CODEC Suite has canceled your account and you re-register with CODEC Suite following said cancellation without the express written consent of CODEC Suite, CODEC Suite reserves the right to cancel your account and retain any and all fees paid to date as a part of that re-registration, regardless of whether any service has been rendered, as a forfeiture related to your unapproved re-registration.

4. Non-Refundable Fees

Domain name registration/transfer, domain protection, website design, setup fees, activation and reactivation fees, license fees, upgrade/downgrade/migration fees, additionally set up services and premium support services are not refundable. Any request to redeem special or free optional services need to be redeemed at the same time of the package start date or the upgrade date of the applicable new package or the right to such special or free services will be waived. Examples of such services include, but are not limited to, free domain registration, SSL, static IP, domain ID protection.

5. Refunds Generally

Within the first 30 days as a CODEC Suite customer, CODEC Suite will cancel your account and refund all money paid for your hosting service (with the exception of Non-Refundable fees, as defined in Section #4 of this Agreement) upon receipt of a formal request for cancellation via website{at}codecsuite.com email or through our cancellation form. Closure of your account does not automatically or necessarily entitle you to a refund of any fees due or paid.

6. Non-Transferability of Accounts

CODEC Suite accounts cannot be transferred or used by anyone other than the subscriber. You may not sell, lease, rent or assign accounts to any party that has not expressly accepted and agreed to be bound by the terms and conditions of this Agreement. Hosting accounts cannot be used for resale purposes. Violations of any of the provisions of this Section are grounds for the suspension and/or violation of a user account. Any and all sites hosted by CODEC Suite must be registered with the same entity unless expressly and previously authorized in writing by CODEC Suite. Account/hosting service/domain name transfer must be approved by the CODEC Suite Billing Department (website{at}codecsuite.com)

7. Indemnification of CODEC Suite

You agree to, and shall, without limitation or exception, indemnify, defend, and hold harmless CODEC Suite and its subsidiaries, affiliates, officers, agents, co-branders, partners, and employees from and against any claim, demand, action, damages, liability, loss, costs, or expenses, including reasonable attorneys’ fees, due in whole or in part to any breach or violation of this Agreement, including, but not limited to:

• any of the events described in this Agreement;
• any breach of this Agreement by you;
• any information or data loss that you submit, post, transmit, or receive as a part of any service offered by CODEC Suite;
• your use of any service offered by CODEC Suite
• your violation of any third party rights; or
• any act or omission by you or your agents.

8. Warrant to CODEC Suite

You warrant that:

1. You shall ensure that your use of CODEC Suite services shall not disrupt CODEC Suite, its associated networks or equipment forming part of the systems, or the permitted activities of other users of any CODEC Suite service.
2. You will maintain the security of all files and content installed under your hosting account and that unless you purchased CODEC Suite Website maintenance service you will maintain any software installed to up to date version in order to avoid security breaches.
3. You will not utilize an excessive amount of system resources and in those instances in which CODEC Suite deems an excessive amount of system resources to be utilized by you, CODEC Suite reserves the right to place a limit on any process or service in your account to prevent disruption of service to other customers.
4. You will not use CODEC Suite services in a manner that is disruptive, damaging, unlawful, offensive, or intrusive as determined solely by CODEC Suite.
5. You will not send unsolicited mass mailings from another service that in any way implicates the use of CODEC Suite services, CODEC Suite.com’s equipment, or any site hosted on any CODEC Suite network.
6. You will not utilize any CODEC Suite service, equipment, or e-mail address in connection with the transmission of the same or substantially similar unsolicited message to 50 or more recipients or eight or more news groups in a single day.
7. Any material submitted for publication using any CODEC Suite service does not violate or infringe any copyright, trademark, patent, statutory common law or proprietary interest of others or contain anything obscene or libelous.
8. You are over the age of eighteen (18) years or are a parent or guardian of a user that is under the age of eighteen years of age and are authorized and able to enter into this Agreement.
9. You will cooperate in the investigation of any material that could be infringing on a third party’s copyright.

9. Domain Registration

CODEC Suite offers Domain registration using the registrar CloudFlare. By using our service and domain registration, you agree to all the terms and conditions that are set out by Cloudflare for the domain registration, published at https://www.cloudflare.com/domain-registration-agreement/.

1. Transfer of domain

Transfer of domain name will be governed by ICANN’s transfer policy which you can read here:

1. Transfer of your domain name(s) services shall be governed by ICANN’s transfer policy, available at http://www.icann.org/transfers/, including the Registrar Transfer Dispute Resolution Policy, available at http://www.icann.org/en/transfers/dispute-policy-12jul04.htm as well as the UDRP and URS as described in Section 17 of this Agreement, as these policies may be modified from time to time. To transfer your domain name(s) you should first login to your Account to lock or unlock your domain name(s) and/or to obtain the EPP “AuthCode” which is required to transfer domain services in an EPP registry (such as .org). Alternatively, you should contact your Primary Service Provider to have your domain name(s) services locked or unlocked or to obtain the EPP “AuthCode.” If your Primary Service Provider is unresponsive, you may contact us to have your domain name(s) locked or unlocked or to obtain the EPP “AuthCode” though we may first contact your Primary Service Provider to request that the Primary Service Provider address the request. Only the registrant and the administrative contacts listed in the WHOIS information may approve or deny a transfer request. Without limitation, domain name services may not be transferred within sixty (60) days of initial registration, within sixty (60) days of a transfer, if there is a dispute regarding the identity of the domain name registrant, if you are bankrupt, or if you fail to pay fees when due. We will follow the procedures for both gaining and losing registrars as outlined in ICANN’s transfer policies. Transfer requests typically take five (5) business days to be processed. A transfer will not be processed if, during this time, the domain name registration services expire, in which event you may need to reinstate the transfer request following a redemption of the domain name, if any. You may be required to resubmit a transfer request if there is a communication failure or other problem at either our end or at the registry. YOU ASSUME ALL RISK FOR FAILURE OF A TRANSFER WHETHER OR NOT THE TRANSFER PROCESS IS INITIATED CLOSE TO THE END OF A REGISTRATION TERM.
2. You explicitly authorize us to act as your “Designated Agent” (as defined in ICANN’s transfer policy) to approve each “Change of Registrant” (as defined in ICANN’s transfer policy) on your behalf.

2. Obligations of the Registrant
   
   1. For all new domains (unless included in CODEC Suite Services packages), you agree to pay an annual, non-refundable registration fee. Any renewal that is processed will not be refunded.
   2. As part of the registration process, the registrar agrees to provide, maintain and update, current, complete and accurate information of the Whois. Registrant agrees that provision of inaccurate or unreliable information, and/or Registrant’s failure to promptly update information, or non-receipt of a response for over five (5) calendar days to inquiries sent to the email address of the Registrant concerning the accuracy of contact information associated with the Order shall be constituted as a breach of this Agreement and a basis for freezing, suspending, or deleting that Order.
3. Change of Registrant
   
   Effective December 1, 2016, for all gTLDs, any material changes to a domain name registrant’s name, company, email address, or to the administrative contact email address (if there is no registrant email address) are subject to ICANN’s Transfer Policy.
   We are required to deny a change of registrant for any of the following reasons:
   1. The domain name registration agreement has expired and the registrant no longer has the right to renew the domain name or to transfer the domain name to another registrar;
   2. The change of registrant was not properly authorized by the Prior Registrant and the New Registrant; or
   3. The domain name is subject to a domain name dispute proceeding
   4. d. You hereby explicitly authorize us to act as Designated Agent to approve a change of registrant on behalf of the Prior Registrant and the New Registrant, consistent with the requirements of ICANN’s Transfer Policy.
      
4. Domain Cancellation
   
   It is your responsibility to notify CODEC Suite’s via website{at}codecsuite.com email to cancel any domain registration at least thirty (30) days prior to the renewal date. No refunds will be given once a domain is renewed. All domain registrations and renewals are final.

10. Directory Listings

Your website domain may be automatically indexed by Google and listed in popular listings and directories.

11. Hosting Limits

Hosting space is intended for normal use only, and is limited to Web files, e-mail and content of the hosted Web sites, not for storage of media or other data nor for the sole purpose of mass e-mail/solicitation. Hosting space may not be used as off site storage for electronic files or for third party electronic mail or FTP hosts. You are responsible for removing any files which do not meet these requirements, and for adhering to any hosting space (disk usage) limits allocated to your account(s). Failure to do so may result in removal and deletion of such materials, and/or in discontinuation of your services or account. MS SQL remote management/connections: the provided remote connection interface is to be used with the purpose of managing your MS SQL database remotely and NOT for the purpose of using our MS SQL for remote SQL storage for other sites/applications – violating this rule will result in account suspension.

12. Cancellation

You must formally notify CODEC Suite of any cancellation over website{at}codecsuite.com email. Absent a valid cancellation, CODEC Suite will automatically renew your account for the next billing cycle one month before the account expiration date. Orders received for previously canceled accounts will not be processed and accounts will not be activated. Credit card or PayPal chargeback will result in automatic cancelation and deletion of the customer’s account from our servers. A $15.00 re-activation fee will apply to all suspended accounts due to non-payments of due fees. There will be a $15.00 reinstatement fee for any canceled account. Transferring your domain to another provider does not constitute canceling your CODEC Suite account.

13. Service Fees

CODEC Suite reserves the right to charge the following non-refundable fees

– Reinstating fee for canceled/suspended package/account – $15.00

– Premium Support Service (if requested by a client) – $90.00/hour

All fees, discussed in #13 of CODEC Suites Terms and Conditions are charged ONLY upon client’s demand and with the client’s knowledge.

14. Communication

CODEC Suite may communicate with you through e-mail for issues related to billing, changes, additions and modifications to the network. It is your responsibility to provide a valid and operational electronic mail address and to check that address for email sent to you. It is your further responsibility to inform CODEC Suite of any changes to your account, such as phone number, address, credit card information. You may be required to provide verification for security purposes authorizing you to make any changes to an account. The use of profanity in language, or abuse towards any CODEC Suite employee via chat, e-mail, phone, e-ticket system, or in any other form will result in a complete block from the CODEC Suite support system and subject your account to cancellation without a refund.

15. Backup and Data Loss

CODEC Suite is not responsible for files or data loss. Backup are used solely by CODEC Suite for emergency or server restoration only. It is the client’s full responsibility for file and data transfer and maintaining backup of your own account. There will be no backups for accounts that have been suspended or terminated. CODEC Suite will not be responsible for any data loss related to accounts that have past due invoice or suspended due to non-payment. CODEC Suite will not be responsible for any data loss.

16. Governing Law

This Agreement is governed by and construed under the laws of the state of New York without regard to the conflicts of law provisions thereof. Any action relating to this Agreement must be brought in the New York courts and Advertiser irrevocably consents to the jurisdiction of such courts.

17. Disclaimer of Warranties

CODEC Suite makes no warranties of any kind, whether expressed, statutory, or implied for any of the services provided under this Agreement and expressly disclaims the same. The aforementioned includes but is not limited to warranties of merchantability, fitness for use, fitness for a particular purpose, and non-infringement. Your use of any CODEC Suite service is at your sole risk. Any and all CODEC Suite services are provided on an “AS IS” basis and “AS AVAILABLE” basis. Unless otherwise set forth herein, CODEC Suite expressly disclaims all promises, representations, and warranties relating to any and all CODEC Suite services and add-on software or 3rd party software, including but not limited to their condition, their conformity to any representations or description, and the existence of any patent or latent defects. CODEC Suite further makes no warranty that any service offered by CODEC Suite will:

1. meet your requirements or expectations;
2. be uninterrupted, timely, secure, or error-free;
3. be accurate or reliable with respect to any results obtained from the use of any service offered by CODEC Suite;
4. that any errors or defects in any service offered by CODEC Suite will be capable of correction.

Under no circumstance at any time should any advice or information, whether written or oral, proffered by CODEC Suite or its agents create any expectation or warranty that contravenes the disclaimers set forth above.

18. Limitation of Liability

You expressly acknowledge and agree that CODEC Suite shall not be liable for any indirect, incidental, special, consequential, or exemplary losses or damages, including without limitation damages for lost profits, goodwill, use, lost data, emails, contacts, downtime, failure to realize savings, or other indirect loss (even if advised as to the possibility of such damages) resulting from:

1. the use or the inability to use any service offered by CODEC Suite;
2. any breach of a representation or warranty to a third-party with respect to any good or service sold by you and involving the use of any service offered by CODEC Suite;
3. unauthorized access to, alternation of, or disclosure of your data as it relates to any service offered by CODEC Suite;
4. any other matter relating to any service offered by CODEC Suite.

19. No Agency

The relationship between you and CODEC Suite is that of independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

20. No Assignment

Your right to use any service provided by CODEC Suite is not transferable and is subject to any limits established by CODEC Suite. You may not assign or transfer this Agreement in whole or in part to any third party without CODEC Suite’s express, written consent, which shall be given, if at all, in CODEC Suite’s sole discretion. CODEC Suite may assign this Agreement at will.

21. Binding Obligation and Authority

You represent and warrant that you have read and understood this Agreement and that it constitutes a valid and legally binding agreement; and that you have full power, authority and legal capacity to enter into this Agreement and perform your obligations hereunder. If you are registering on behalf of a company or other entity, you agree that you have the authority to bind such a company. This Agreement shall be inure to the benefit of, be binding upon, and be enforceable by the parties it describes and their respective officers, directors, employees, representatives, successors, and permitted assigns.

22. Notices

You agree that notices to you may be made via email or regular mail. You also agree that notice of changes to this Agreement or other matters may be made by displaying notices or links to notices to you. Notices to CODEC Suite may be made by such contact information as may be designated by CODEC Suite for such purpose. CODEC Suite may modify the terms and conditions of this Agreement, modify the prices of any Services governed by this Agreement, as well as discontinue or change the scope of any such Services with or without prior notification.

23. Force Majeure

CODEC Suite shall not be responsible for delays or failures in performing its obligations under this Agreement due to events of force majeure or any other cause beyond its reasonable control.

24. Ownership

CODEC Suite is the exclusive owner of all offered services except when any such service is offered by a third party or under license. Under no circumstance are you to be considered an owner of any CODEC Suite services or property. All communications to and from CODEC Suite personnel via phone, e-ticket, e-mail, and live chat are confidential and property of CODEC Suite, and can not be disclosed or distributed to any third-party without the express written consent of CODEC Suite.

25. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior proposals, negotiations, conversations, discussions and agreements between the parties concerning the subject matter hereof. This Agreement may be amended by CODEC Suite upon CODEC Suite’s posting of a new version at http://codecsuite.com/terms

26. Serverabilty

If any provision of this Agreement is found to be invalid or unenforceable in any jurisdiction in which it is performed, then the meaning of that section shall be interpreted, to the extent feasible, in a way that renders it enforceable. If no feasible interpretation is possible, the section will be severed from the rest of this Agreement and the rest of the Agreement will remain in full force and effect. No such severing shall affect the interpretation of the applicable provision or any other part hereof in any other jurisdiction or with respect to any other facts or circumstances.

27. Headings

Section headings provided herein are for convenience only and form no part of this Agreement and will not affect the interpretation of this Agreement.

28. Non-Waiver

The failure of CODEC Suite to enforce or require enforcement of any provision of this Agreement will not constitute or be construed to be a waiver of its right to enforce or requirement enforcement of that or any other provision now or in the future.

29. Survival

Any cause of action arising out of or related to this Agreement must commence within one (1) year after the cause of action arose or any such cause of action is otherwise permanently barred. All provisions in this Agreement regarding representations and warranties, indemnification, disclaimers, ownership, and limitations on liability shall survive any termination of this Agreement, except as expressly set forth therein to the contrary.

30. Privacy Policy

Please read CODEC Suite Privacy Policy carefully. If you have any questions, feel free to contact us. By accessing and using any Services, you acknowledge that you have read, understand and agree to be legally bound by this Privacy Policy, and consent to our collection and use of your personal information, including the transfer of this information outside the State of New York and/or the United States for storage, processing and use by the Company.

You agree to periodically check our Privacy Policy published at https://codecsuite.com/privacy-policy/ to read any changes to this Privacy Policy. Using the Services after any changes to this Privacy Policy become effective constitutes your acceptance of the new Privacy Policy.