This Agreement is between
Canvas Dreams, LLC dba Canvas Host, LLC
921 SW Washington, Suite 700
Portland, OR 97205
You, the hosting customer
Canvas Host is a professional web hosting company. This Agreement (“Agreement”) governs Your purchase and use, in any manner, of all web hosting services as described in the online signup form (“Services”), ordered by You and accepted by Canvas Host and describes the terms and conditions that apply to such purchase and use of the Services. Under the terms of this agreement, Your use of our Services is an acknowledgement that You have read, understand, and agree to abide by the terms and conditions below.
BY ACCEPTING THIS AGREEMENT AND USING Canvas Host’s SERVICES YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, Canvas Host’s ACCEPTABLE USE POLICY, Canvas Host’s NO-SPAM POLICY, AND Canvas Host’s NO-MEAN-PEOPLE POLICY.
Canvas Host and You agree to the following provisions:
1. Initial Terms and Renewal Terms.
This Agreement shall be for an “Initial Term” as chosen by You in the online signup form located on this Web site at the time You register for the Services. This Agreement will be automatically renewed (the “Renewal Term”) at the end of the Initial Term for the same period as the Initial Term or as otherwise indicated on the online signup form, unless You provide Canvas Host with notice of termination or change in plan thirty (30) days prior to the end of the Initial Term or the Renewal Term. You must provide Canvas Host with Your notice of termination/cancellation by opening a support ticket in our Support system. Termination/cancellation of your account will be effective following thirty (30) days after Canvas Host’s receipt thereof.
2. Acceptable Use Policy, No-Spam Policy, and No Mean People Policy.
3. Provision of Services.
Canvas Host agrees to provide services to You in exchange for Your payment for Canvas Host’s services, Your execution and compliance with this agreement, and Your compliance with Canvas Host’s Acceptable Use Policy and No-Spam Policy. Provision of Canvas Host’s services shall commence once Canvas Host has received both Your payment for Canvas Host’s services and this Agreement duly executed by You. You warrant and represent that You shall use Canvas Host’s services only for lawful purposes.
4. Termination/Cancellation Policy.
If You terminate or cancel Your use of the Services prior to the end of the Initial Term or the Renewal Term, whichever is then applicable, (a) Canvas Host will not refund to You any fees paid in advance of such termination and (b) You shall be required to pay 100% of Canvas Host’s standard monthly charge for each month remaining in the term, unless otherwise expressly provided in this Agreement. Your termination request or notice must be submitted to Canvas Host by opening a Support ticket in our Support system. Termination/cancellation of your account will be effective following thirty (30) days after Canvas Host’s receipt thereof.
Any refunds requested outside the scope of our Terms of Service will be addressed at our sole discretion.
Content and Data After Termination or Expiration. Canvas Host shall have no obligation to store or retain any content or data of Yours upon termination or expiration of this Agreement. Canvas Host shall have no obligation to import Your data or content into other computer software, databases, or systems.
5. Termination without Cause.
Canvas Host may terminate this Agreement at any time and for any reason by providing to You written notice ten (10) days prior to the date of termination. If Canvas Host terminates this Agreement, Canvas Host will refund to You the pro-rated portion of pre-paid fees attributable to Services (excluding set-up fees) not yet rendered as of the termination date unless otherwise expressly provided in this Agreement.
6. Termination for Cause.
You agree to keep Canvas Host informed of all current contact and billing information for Your account, including debit/credit card information. Failure to maintain or keep current all contact information shall be a valid ground for Canvas Host’s termination of services for cause.
If Canvas Host terminates Your account for a violation of this Agreement, Canvas Host’s Acceptable Use Policy, or Canvas Host’s No-Spam Policy, Canvas Host shall not be required to refund to You any amounts billed to You for the billing period in which Canvas Host Services terminate. Additionally, You will still be obligated to pay for any services prior to the end of the Initial Term or Renewal Term, as outlined in section 4 above.
7. Payment Terms.
You agree to be billed for all recurring and one-time charges, including late charges, for any Canvas Host services ordered by You and any fees You owe to Canvas Host.
Charges are payable by Visa, Mastercard, American Express, or Discover charge cards. Canvas Host will invoice You for the first installment once Your account is set up, and at regular intervals as specified by You at the time You signed up for Services.
Charges for upgrading Your current hosting package, or performing add-on requests, will not be billed until Your next invoice.
Charges for bandwidth overages are calculated at $0.20 per Gigabyte used and will not be billed until Your next invoice.
Canvas Host will submit all invoices to You by email.
Payments for domain name registration, SSL certificates, web hosting, reseller hosting, dedicated server hosting, and colocation Services are due at the start of each billing period.
Payments more than seven (7) days past due may result in automatic suspension without further notice.
Payments can be scheduled automatically, paid by phone, or paid through our online support system with using Visa, Mastercard, American Express, or Discover charge cards.
Late payments may result in the immediate suspension of Your web site, dedicated server, or colocation service. If Your service is suspended due to late payment, a $25 fee may be assessed for reactivation. In addition, any amount not paid when due will bear interest at the rate of one and one-half percent (1.5%) of the unpaid balance per month (or the highest monthly rate permitted by applicable law if less). If You fail to pay invoices as they become due, You will be responsible for any attorneys fees or other fees incurred in pursuing collection under this Agreement.
8. Coupon Codes
Coupon codes must be used at the time You sign up for service and may not be used or applied retroactively for services previously purchased.
Only one coupon code may be used at a single time when placing an order for services.
Coupon codes used incorrectly (such as for a free domain registration, but as part of an order in which a domain has not been purchased) will be rejected without further notification from Canvas Host.
Canvas Host shall not be liable for any taxes and other governmental fees to be paid which are related to purchases made from You or from Canvas Host’s server. You agree that You shall be fully responsible for all taxes and fees of any nature associated with products or services sold through the use of or with the aid of services provided to You by Canvas Host.
10. Materials and Products.
Any material and data You provide to company in connection with Canvas Host’s services shall be in a condition that is in a form requiring no additional manipulation on the part of Canvas Host. Canvas Host shall make no effort to validate this material or data for content, correctness, or usability. Material or data that is not in this condition shall be a breach of this agreement.
Canvas Host may, in its sole discretion, reject material or data that You have placed on Canvas Host’s servers or that You request Canvas Host put on Canvas Host’s servers. Canvas Host agrees to notify You immediately of its refusal of the material or data and provide You with an opportunity to amend or modify the material or data to meet the requirements of Canvas Host. Your failure to amend or modify the data or material as directed by Canvas Host within a reasonable time shall be a breach of this agreement.
11. Service Level Agreement, Remedies, and Exclusions.
Canvas Host agrees to provide guaranteed service to You under the terms of our Network Service Level Agreement.
12. Liability; No Warranty; Limitation of Liability & Damages.
YOU EXPRESSLY AGREE THAT USE OF Canvas Host’s SERVICES IS AT YOUR SOLE RISK.
Disclaimer. Canvas Host, ITS AGENTS, AFFILIATES, LICENSORS, OR THE LIKE, make no warranties or representations of any kind, express or implied, for the service it is providing. Canvas Host also disclaims any warranty of merchantability or fitness for a particular purpose. You acknowledge that Canvas Dream’s services may be subject to interruption, limitations, delays, and other problems inherent in the use of Internet applications and electronic communications. Canvas Host will not be responsible for any damages that may be suffered by the You, including loss of data resulting from delays, non-deliveries, or service interruptions by any cause, or due to Your errors or omissions, without regard to whether such events are reasonably foreseeable by Canvas Host. Use of any information obtained by way of Canvas Host is to be used at Your own risk, and Canvas Host specifically denies any responsibility for the accuracy or quality of information obtained through its services.
Limitation of Liability. YOUR SOLE AND EXCLUSIVE REMEDY AND Canvas Host’ TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENT TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR ANY ACTION OR FAILURE TO ACT WHETHER INTENTIONAL OR OTHERWISE, OR ANY OTHER CLAIM SHALL BE LIMITED TO ONE HUNDRED PERCENT (100%) OF AMOUNTS PAID BY YOU AND RECEIVED BY Canvas Host THROUGH THIS AGREEMENT. THE PARTIES AGREE THAT THE DAMAGES SET FORTH IN THIS SECTION ARE LIQUIDATED DAMAGES AND NOT PENALITES AND THAT THEY ARE REASONABLE IN LIGHT OF THE HARM THAT WILL BE CAUSED BY ANY CLAIM, THE DIFFICULTIES OF PROOF OF LOSS, AND THE INCONVENIENCE AND INFEASIBILITY OF OTHERWISE OBTAINING AN ADEQUATE REMEDY. CUSTOMER HEREBY RELEASES Canvas Host FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION.
Limitation of Damages. IN NO EVENT SHALL Canvas Host BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS AS THE RESULT OF ANY SUCH ACTION OR INACTION WITHOUT REGARD TO THE LIKELIHOOD OF ANY SUCH DAMAGES. THE PROVISIONS OF THIS SECTION DO NOT WAIVE OR LIMIT COMPANY’S ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR BREACH OF THIS AGREEMENT. Canvas Host expressly limits its damages for any non-accessibility time or other downtime to a credit applied towards future invoices.
The limitations in this section, Disclaimer, Limitation of Liability, and Limitation of Damages, are independent of each other. The limitation of damages shall survive any failure of essential purpose of the limited remedy in this same section.
Canvas Host will exercise no control over the content of the information passing through Canvas Host’s network except those controls expressly provided herein.
13. Patents, Copyrights, Trademarks, and Other Intellectual and Proprietary Rights.
Except for rights expressly granted herein, this agreement does not transfer any intellectual or other property or proprietary right to You. You agree that all right, title, and interest in any product or service provided to You is Canvas Host’s. These products and services are only for Your use in connection with Canvas Host’s services provided to You as outlined in this agreement.
You expressly warrant to Canvas Host that You have the right to use any patented, copyrighted, or trademarked material which You use, post, or otherwise transfer to Canvas Host servers.
14. Hardware, Equipment, and Software.
You are responsible for and must provide all phones, phone services, computers, software, hardware, and other services necessary to access Canvas Host servers. Canvas Host makes no representations, warranties, or assurances that Your equipment will be compatible with Canvas Host services.
You expressly represent and warrant that You and any person to whom You grant access to Your Canvas Host account have reached the age of eighteen.
You agree that You shall defend, indemnify, save, and hold Canvas Host harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys’ fess, asserted against Canvas Host, its agents, servants, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by You, Your agents, employees, or assigns.
You agree to defend, indemnify, and hold harmless Canvas Host against liabilities arising out of:
(i) any injury to person or property caused by any products sold or otherwise distributed in connection with Canvas Host services provided to You;
(ii) any material supplied by You infringing or allegedly infringing on the property or proprietary rights of a third party;
(iii) copyright infringement; and
(iv) any defective product which You sold or distributed by means of Canvas Host services.
You agree that the liability limit of Canvas Host shall in no event be greater than the aggregate dollar amount which You paid during the terms of this agreement, including any reasonable attorneys’ fees and court costs.
Governing Law; Jurisdiction; Forum.This agreement shall be governed by and construed in accordance with the laws of the state of Oregon without regard to its conflicts of laws or principles. You agree, in the event any suit is brought in connection with Canvas Host’s provision of services to You, to submit to the jurisdiction of the state of Oregon, and agree to the courts of Multnomah County, Oregon as the appropriate forum.
Severability. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this agreement, and this agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.
Waiver. No waiver by Canvas Host of any breach by You of any of the provisions of this agreement shall be deemed a waiver of any preceding or succeeding breach of this agreement. No such waiver shall be effective unless it is in writing and then only to the extent expressly set forth in such writing.
Entire agreement. This agreement, including Canvas Host’s Acceptable Use Policy, and Canvas Host’s No-Spam Policy, shall constitute the entire agreement between You and Canvas Host.