Overview
These terms and conditions refer to the purchase of the WSH (Web Site Hosting) service from AXAGEN.
AXAGEN Services Web Site Hosting Terms and Conditions.

1- Agreement

This is an Agreement between you (hereinafter referred to as the "Customer") and (hereinafter referred to as AXAGEN regarding the use of the AXAGEN Web Site Hosting Service (the "Service"). These terms and conditions supersede any other written or oral Agreement, or collateral representations from AXAGEN.
By accepting this Agreement, the Customer (a) agrees to provide AXAGEN with true and accurate information about the Customer; and (b) agrees to maintain and update all information to keep it true and accurate.

THE TERMS AND CONDITIONS OF THIS AGREEMENT SHOULD BE READ CAREFULLY. BY USING THE SERVICE, THE CUSTOMER BECOMES BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND BY THE AXAGEN ACCEPTABLE USE POLICY.

2- AXAGEN Obligations

AXAGEN shall furnish to the Customer web site hosting Services on a shared server. AXAGEN may perform its obligations through its affiliates, agents or subcontractors (the "Third Party Providers"), provided that AXAGEN shall not be relieved of its obligations under this Agreement by use of Third Party Providers. AXAGEN reserves the right, in its sole discretion, to modify any aspect of the Service, including, without limitation, pricing, features and Services.

If the Customer requires help desk support from AXAGEN, the Customer should call 514-802-6108 and inform the operator of the nature of the problem. AXAGEN help desk representatives will make reasonable efforts to contact the Customer during normal business hours (EST) on the next business day to help resolve the issue. AXAGEN reserves the right, in its sole discretion, to alter the help desk support hours of operations.

3- Use of Services

1. The Customer agrees to only use the Service for legal purposes under all applicable international, federal, provincial, and municipal laws.
2. The Customer agrees not to store, link to, transmit, advertise or make available any images or materials that are obscene, threatening, abusive, harassing, defamatory, hateful, discriminatory or racially or ethnically objectionable. The Customer agrees not to use this service to conduct any business or activity or solicit the performance of any activity that is prohibited by law, libelous, or against any AXAGEN policy. Violations of these or any other provisions of this Agreement may result in termination of the services provided by AXAGEN with or without a notice or notification period, such notice or notification period to be granted at the sole discretion of AXAGEN based upon the severity of the violation.
3. AXAGEN reserves the right to refuse service if any of the content within, or any links from, the Customer's website is deemed illegal, misleading, or obscene, or is otherwise in breach of AXAGEN’s then current Acceptable Use Policy, in the sole and absolute opinion of AXAGEN. AXAGEN does not generally screen or edit content or links originating from the Customer's website, but reserves the right (though AXAGEN has no duty) to monitor or to remove, without notice, any offensive or objectionable content or links, in AXAGEN's sole discretion or upon order of a court or regulatory agency.
4. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, THE CONTENT OF THE CUSTOMER'S WEBSITE IS THE SOLE RESPONSIBILITY OF THE CUSTOMER. THE CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS AXAGEN AND ANY THIRD PARTY ENTITIES RELATED TO AXAGEN AND ANY THIRD PARTY PROVIDERS FROM ANY AND ALL CLAIMS, FOR EXAMPLE, MISAPPROPRIATION OF ANY COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, DATA, MUSIC, IMAGE, OR OTHER PROPRIETARY OR PROPERTY RIGHT, FALSE ADVERTISING, UNFAIR COMPETITION, DEFAMATION, BUSINESS OR PERSONAL DISPUTE OR ARGUMENT, INVASION OF PRIVACY OR RIGHTS OF CELEBRITY, VIOLATION OF ANY ANTI DISCRIMINATION LAW OR REGULATION, OR ANY OTHER RIGHT OF ANY PERSON OR ENTITY, OR ANY PERSONAL OR BUSINESS ARGUMENT OR DISPUTE LOSSES, DAMAGES, LIABILITIES, JUDGEMENTS, OR SETTLEMENTS, INCLUDING REASONABLE LEGAL FEES, COSTS, AND OTHER EXPENSES INCURRED BY AXAGEN AND ANY THIRD PARTY ENTITIES RELATED TO AXAGEN, RELATED TO OR IN CONNECTION WITH THE CONTENT OF THE CUSTOMER'S WEBSITE. THE TERMS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

4- Customer’s obligation

1. The Customer shall agree to follow the generally accepted rules of ‘netiquette’ when sending electronic mail or postings to news groups.
2. The Customer is responsible for the security of his or her passwords. AXAGEN reserves the right not to change the passwords without proper identification of the customer, which may include, but is not limited to, the signature of the Customer.
3. The Customer shall not harm the reputation, computer systems, or programming of AXAGEN as well as other users of the Service. The Customer agrees not to tamper with, alter or otherwise rearrange the Service nor shall it permit or assist others to abuse or fraudulently use the Service including but not limited to using the Service:
   1. In any manner which interferes unreasonably with the Service or AXAGEN’s network, or access thereto by other persons;
   2. For any purpose or in any manner directly or indirectly in violation of applicable laws or in violation of any third party rights, or
   3. In a manner to avoid the payment of Fees hereunder.
   4. The Customer shall solely be responsible for use of the Service by any of its employees, officers, directors, agents as well as its end users and agrees to take all necessary measures to ensure that such persons use the Service in accordance with the terms and conditions of this Agreement.
4. In the event where the Customer’s website degrades the function of the server or causes complaints from other users, the Customer has outgrown the shared server Service and will need to migrate to AXAGEN’s dedicated service. AXAGEN reserves the right to terminate the service upon refusal from the Customer to migrate. The Customer agrees to indemnify, defend and hold harmless Bell and any other customer of AXAGEN and any Third Party Provider from any and all claims resulting from the Customer’s use of the Service provided by AXAGEN. AXAGEN shall be entitled to participate in the defense and settlement of any such claim. The terms of this section will survive any termination of this Agreement. AXAGEN reserves the right to define abuse of the Service which may consist of, but not limited to, impact on one or more of the following: network usage, database links, database size, email storage including storage duration, email spamming, and CPU usage.
5. The Customer shall inform AXAGEN and keep AXAGEN current with any changes to the Customer’s employees, agents or representatives corresponding with AXAGEN.

5- Fees

1. The Customer shall pay AXAGEN monthly recurring fees (together the "Fees") as set forth in the Final Package Details. The Fees will be invoiced to the Customer and payable within 30 days of the invoice date. Invoiced amounts not paid within such a period are subject to a late payment charge of 2 % per month (24%, annually).
2. Some service upgrades might also incur a one time non-recurring charge to be invoiced to the Customer in the following billing cycle.
3. The Bell billing cycle begins on the 1st of each month.
4. The Customer acknowledges and agrees that the invoices for the Fees related to the Services may be submitted and produced electronically or on paper. If after 60 days the Customer’s account remains outstanding, the Customer’s website will go into ‘archive’ mode for a maximum of two months not guaranteed. If the bill is not paid by the end of the archive period, the site will be erased from the archive. AXAGEN will not be responsible for any errors, loss of information or any other mishap that may occur following the first non-payment. Retrieval of the website from the archive will be on a best effort basis. Users surfing to the site during the archive period will view an error or substitute message window until the account is settled. The message will be technical in nature (e.g. Error, unavailable) but will not reflect the origin or reason of the cause.
5. The Customer is responsible for ensuring that payments made to AXAGEN by cheque are sent to the address as it appears on the AXAGEN web site.

6- Payment of fees for domain registration

If AXAGEN initiates a new Domain Name Registration and/or transfers an existing Domain Name Process on behalf of the Customer as a result of a special promotion offered by AXAGEN, the Customer agrees that all subsequent Domain Name registrations and renewals, after the initial registration period, will be the responsibility of the Customer. AXAGEN reserves the right to charge new Customers for Domain registration and/or Service charges unless specified in the promotion.

7- Term and Termination

1. According to the selection made by Customer when ordering the Service, this Agreement is either i) a month to month Agreement, or, ii) a twelve (12) month Agreement.
2. Either party may terminate or may cause this Agreement to be terminated on thirty (30) days prior written notice (by Fax or or e-mail) if it is a month to month Agreement.
3. The Customer may terminate or may cause this Agreement to be terminated without cause prior to its end if it is a twelve (12) month term Agreement, by giving AXAGEN thirty (30) days prior verbal notice followed by a written notice (by Fax or mail), however, AXAGEN will not refund any Fees paid in advance for the unexpired portion of the term, which Fees will represent liquidated damages and not a penalty.
4. AXAGEN reserves the right to immediately terminate the Service for reasonable cause, including but limited to (i) non-payment of overdue invoices to AXAGEN; (ii) the Customer committing an act of insolvency or being involved in any proceeding, either voluntary or involuntary, under laws affecting creditor's rights or the appointment of a receiver, or otherwise not meeting AXAGEN's credit requirements; (iii) violation of or non-compliance with any of the provisions of this Agreement; (iv) AXAGEN ceasing to offer the Service. In the event of default by the Customer, any and all payments required to be made to AXAGEN by the Customer shall be due and payable immediately. Termination of this Agreement shall not relieve the Customer from any liability, including amounts owing, accrued prior to the time that such termination becomes effective.
5. AXAGEN reserves the right to delete any and all information in the Customer's account including the order processing information, databases, mailing lists and any Web pages that were generated by the Service, upon termination of Service.

8- Indemnity

The Customer acknowledges that AXAGEN does not own or have any control over the content, availability, accuracy, security or any other aspect of any information, including, without limitation, personally-identifiable information, data, files, pictures or content in any form or any type, (collectively, the "Information") accessible or may be available to or by the Customer or its end users through the use of the Services nor does AXAGEN monitor the use of the Service by the Customer or its end users, and except as provided herein, has no control over the Customer's or end users' use of the Service. The Customer shall indemnify, defend and save AXAGEN harmless from and against all loss, liability or damages of any type and expense, including reasonable counsel Fees, arising from any and all claims by any third party, including end users and distributors ("Third Parties"), in connection with the use of the Service (and related equipment and software) or transmission of the Information by the Customer or any Third Party or any disclosure by any means of personally-identifiable or confidential information provided by Third Parties to the Customer and that the Customer was under an obligation not to disclose or the Customer's failure to comply with its obligations under this Agreement. AXAGEN shall be entitled to participate in the defense and settlement of any such claim. This indemnity shall survive termination of this Agreement.

9- IP Addresses

AXAGEN will assign the Customer an Internet Protocol address, which will remain under the control and ownership of Bell. The Customer will have no right to use the Internet Protocol address except as allowed by AXAGEN and AXAGEN reserves in its sole discretion the right to change or remove any and all IP numbers and addresses. Note: It is recommended for customers to use their DNS name for scripts and other automated tasks and not the IP address as it may change.

10- Warranty

1. The Customer acknowledges that AXAGEN does not warrant uninterrupted or error¬ free Service and that AXAGEN does not warrant the content, availability, accuracy or any other aspect of any information including, without limitation, all data, files and all other information or content in any form or of any type, accessible or made available to or by Customer or its end users through the use of the Service. AXAGEN shall be permitted from time to time to interrupt the Services in order to provide maintenance to the Service.
2. The warranties provided in this Agreement are in lieu of all other warranties and conditions. The Customer hereby waives all other warranties and conditions, express, implied or statutory, including any warranty of merchantability, fitness of a particular purpose, non-infringement or availability or reliability of the Service.

11- Limitation of Liabilities

1. CUSTOMER AGREES THAT AXAGEN'S LIABILITY AND THE CUSTOMER'S AND END USERS' EXCLUSIVE REMEDY RELATED TO THE NON-PERFORMANCE OF THE SERVICE SHALL BE: (I) REPAIR OR ADJUSTMENT OF THE SERVICE, OR (II) WHERE REPAIR OR ADJUSTMENT IS NOT PRACTICABLE, AN EQUITABLE CREDIT NOT TO EXCEED THE CHARGES INVOICED TO THE CUSTOMER FOR THE PORTION OF THE SERVICE WHICH WERE NON-PERFORMING. FOR ANY OTHER CLAIM, AXAGEN'S LIABILITY, IF ANY, TO THE CUSTOMER AND END USERS FOR DAMAGES RELATED TO USE OF THE SERVICE FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THOSE ACTUALLY PROVEN AS DIRECTLY ATTRIBUTABLE TO AXAGEN, AND SHALL IN NO EVENT EXCEED THE IN AGGREGATE MONTHLY CHARGES PAID BY THE CUSTOMER DURING THE PERIOD THE SAID DAMAGES WERE INCURRED, NOT TO EXCEED THREE (3) MONTHS. UNDER NO CIRCUMSTANCES WILL AXAGEN, ITS AGENTS, SUPPLIERS OR SUBCONTRACTORS BE LIABLE TO CUSTOMER OR THIRD PARTY FOR ANY INDIRECT INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EXPENSES, COSTS, LIABILITY, LOSS, OR DAMAGE WHATSOEVER, WHETHER ARISING IN NEGLIGENCE, TORT, STATUTE, EQUITY, CONTRACT, COMMON LAW, OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY. CUSTOMER AGREES, ACKNOWLEDGES AND CONFIRMS THAT THE LIMITATIONS OF LIABILITY SET OUT IN THIS SECTION ARE FAIR AND REASONABLE IN THE COMMERCIAL CIRCUMSTANCES OF THIS AGREEMENT AND THAT AXAGEN WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR CUSTOMER'S AGREEMENT TO LIMIT AXAGEN'S, ITS AGENTS', SUPPLIERS' AND SUBCONTRACTORS' LIABILITY IN THE MANNER, AND TO THE EXTENT, PROVIDED FOR HEREIN.
2. FOR GREATER CERTAINTY, CUSTOMER AGREES THAT AXAGEN SHALL NOT BE LIABLE FOR ANY LOST PROFITS, ANTICIPATED REVENUE, LOSS OF DATA, LOSS OF USE OF ANY INFORMATION SYSTEM, LOST BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF THE SERVICE, EVEN IF AXAGEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.
3. AXAGEN ASSUMES NO LIABILITY ARISING FROM (I) THE USE OF THE SERVICE FURNISHED BY AXAGEN IN COMBINATION WITH SERVICE, PRODUCTS OR EQUIPMENT PROVIDED BY CUSTOMER OR ANY THIRD PARTIES AND (II) THE FAILURE BY THE CUSTOMER TO PERFORM ITS OBLIGATIONS.

12- Force Majeure

Except for payment obligations, if the performance of this Agreement is interfered with, in whole or in part, by circumstances beyond the reasonable control of either party including, without limitation: fire, explosion, power failure, earthquakes, floods, acts of God, war, revolution, civil commotion, acts of public enemies, law, order, regulation, ordinance or requirement of any government or its representative or legal body having jurisdiction, or labour unrest such as strikes, slowdowns, picketing or boycotts, then the party affected shall be excused from such performance on a day-by-day basis to the extent that such party's obligations relate to the performance so interfered with; provided that the party so affected shall use commercially reasonable efforts to expeditiously remove such causes of non-performance.

13-Customer Information

Except where compelled by law, AXAGEN shall maintain all non-public information obtained in connection with this Agreement regarding the Customer and its end users in confidence and shall not disclose same to any other entity other than in connection with: (i) facilitating the provision of the Service hereunder, or (ii) the enforcement of this Agreement.

14- Proprietary Rights

Title to the Service, including all related software, hardware and documentation provided by AXAGEN and used by the Customer or its end users hereunder shall at all times remains with AXAGEN and the Customer and its end users hereby acknowledge that they do not acquire any title or property rights in the Service or the intellectual property related thereto.

15- Domain name registrations

Please be advised that your use of the Service is governed by certain terms and conditions that are set out here: http://www..com. Further, these terms and conditions specifically require you to agree to certain terms and conditions with respect to our third party suppliers. Specifically, the Canadian Internet Registration Authority ("CIRA") requires that all registrants of ".CA" domain names agree to the terms and conditions of the CIRA domain name registry. A copy of these terms is available here: http://www.cira.ca/en/cat_Registration.html and here: http://www.cira.ca/en/cat_Dpr.html. Your use of the Service in any way (specifically including using your username or login) constitutes your acceptance of these CIRA terms and conditions. If you do not agree with the CIRA terms and conditions, your sole remedy will be to notify AXAGEN immediately and AXAGEN will cancel the applicable domain name registration and you will be subject to any applicable termination charges for such cancellation.

16- Entire Agreement

General Provisions

1. Amendment: Except as otherwise provided, the only party that may amend this Agreement is AXAGEN.
2. Assignment: Customer may not assign this Agreement without the prior written consent of AXAGEN. Any attempted assignment by Customer without such prior written consent shall be void.
3. Entire Agreement: This Agreement constitutes the entire agreement between the Customer and AXAGEN with respect to the subject matter, merging and superseding all prior agreements, understandings and representations on the subject matter. It is expressly agreed that if the Customer issues a purchase order or other document for the Service, such instrument will be deemed to be for the Customer's internal use only and any provisions contained therein shall not amend or be used in interpreting this Agreement.
4. Enurement: This Agreement shall be binding upon and enure to the benefit of AXAGEN and the Customer and their respective successors and permitted assigns.
5. Governing Law and Venue: This Agreement shall be governed by and interpreted according to the laws in force in the Province of Quebec if the Customer or its authorized representative (as applicable) is located in Quebec when ordering the Service or of Ontario if the Customer or its authorized representative (as applicable) is located in Ontario or elsewhere when ordering the Service, and the laws of Canada applicable therein, without regard to the conflict of laws provisions thereto. The parties consent to the exclusive jurisdiction of the courts of Montreal (Quebec) according to the applicable governing law.
6. Interpretation: In this Agreement, the headings are for convenience of reference only and shall not affect its construction or interpretation.
7. Non Waiver: No waiver of any term or provision or of any breach or default shall be valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any other terms or provision of any subsequent breach or default of the same or similar nature.
8. Notice: All notices provided for shall be given in writing and transmitted by personal delivery, electronic mail or fax, to the address set forth when the Customer registers, upon which it shall be deemed delivered upon receipt to the party mentioned in the address.
9. Severability: The invalidity, illegality or unenforceability of any one or more provisions of this Agreement shall not affect or impair any other provisions of this Agreement.

Additional Information
Important clarifications:

File Uploads

For the upload of files and content on his hosting space, the customer must retain a copy of the Web site.