Hosting Service Agreement

THIS AGREEMENT is made and entered into between TechMechLV, Inc., and/or its subsidiaries (‘TECHNOLOGY MECHANICS’) and the customer who orders services from TECHNOLOGY MECHANICS (‘Customer’ or ‘You’), Customer and TECHNOLOGY MECHANICS are collectively referred to in this Agreement as the ‘parties.’

1. Definitions

‘Acceptable Use Policy‘ (‘AUP’) means TECHNOLOGY MECHANICS’s Acceptable Use Policy, available online at http://www.techmechlv.com/legal/aup.
‘Account‘ means the Customer’s account with TECHNOLOGY MECHANICS.
‘Agreement‘ means the complete and entire understanding between the parties, exclusively represented by the totality of the following documents: (i) this Agreement; (ii) the Order; (iii) any and all Specific Product/Service Terms and Conditions containing additional terms for use of a particular Service; (iv) TECHNOLOGY MECHANICS’s Acceptable Use Policy; and (v) TECHNOLOGY MECHANICS’s Billing Policy. The term ‘Agreement’ does not mean and/or shall not refer to any statement, supposition, or understanding not recorded in writing in such documents.
‘API‘ means application programming interface.
‘Billing Policy‘ (‘BP’) means TECHNOLOGY MECHANICS’s Billing Policy, available online at http://www.techmechlv.com/company/billing-procedures/
‘Confidential Information‘ means all information disclosed by one party to the other, whether disclosed before or after the Effective Date of the Agreement, that the receiving party should reasonably understand to be confidential, including but not limited to: (i) unpublished prices and other terms of Services, audit and security reports, product development plans, nonpublic information of the parties relating to its business activities and/or financial affairs, data center designs (including but not limited to non-graphical information observed during a data center tour), server configuration designs, and other proprietary information or technology; (ii) lists of subscribers, customers, and/or clients, including without limitation information such as credit card numbers, personal contact information, and preferences; and the results of market research performed or obtained by one another concerning any such subscribers, customers, and/or clients; and (iii) information belonging to and/or concerning one another which is not generally known by or disclosed to the public, including without limitation information regarding one another’s hardware, software, personnel, finances, business plans, computer programs, code, algorithms, expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics, and other technical, business, financial and product development plans, forecasts, strategies, and any other information marked ‘Confidential.’ Information that is developed by one party on its own, without reference to the other party’s Confidential Information, or that becomes available to one party other than through violation of the Agreement or applicable law, shall not be ‘Confidential Information’ of the other party. Confidential information shall not include Customer Data.
‘Customer Data‘ means all data, records, files, input materials, reports, forms, and/or other such items that are received, stored, and/or transmitted using Services, TECHNOLOGY MECHANICS’s Network, and/or other TECHNOLOGY MECHANICS resources.
‘Effective Date‘ means the earlier of the date of (i) Agreement execution or (ii) TECHNOLOGY MECHANICS’s provisioning of Services.
‘Feedback‘ means information provided by Customer, either unsolicited or in response to a questionnaire, survey, and/or other material, regarding Customer’s opinions about TECHNOLOGY MECHANICS and/or its Services.
‘Network‘ means TECHNOLOGY MECHANICS’s network of servers, machines, routers, hubs, switches, and other equipment that is integrated with the world-wide web.
‘Cloud Services Agreement‘ means TECHNOLOGY MECHANICS’s Cloud Services Agreement, accessible online at http://www.techmechlv.com/company/cloud-service-agreement/
‘Order‘ means: (i) any online order Customer submits for Services, (ii) any written order (either in electronic and/or paper form) provided to Customer by TECHNOLOGY MECHANICS for signature that describes Service(s) Customer is purchasing that Customer signs, either manually or electronically, and (iii) Customer’s use or provisioning of Services through Customer’s Account, the TECHNOLOGY MECHANICS control panel or through an API.
‘Personal Data‘ (‘PII’) means: (i) a combination of any information that identifies an individual with that individual’s sensitive and non-public financial, health, or other data and/or attribute, such as a combination of the individual’s name, address, or phone number with the individual’s social security number and/or other government issued number, financial account number, date of birth, address, biometric data, or other personally identifiable information; (ii) any ‘non-public personal information’ as that term is defined in the Gramm-Leach-Bliley Act found at 15 USC 1 6809(4); and/or (iii) ‘protected health information’ as defined in the Health Insurance Portability and Accountability Act found at 45 CFR 160.103.
‘Registered Name‘ means a domain name, whether consisting of two or more levels, about which the Registry Operator of a Top Level Domain (TLD), or an affiliate engaged in providing Registry Services, maintains data in a Registry Database, arranges for such maintenance, or derives revenue from such maintenance. A Registered Name is a domain name that is registered with a Registry Operator, through an ICANN-accredited Domain Name Registrar.
‘Services‘ means software, products, and/or services described in the Order and includes any service that Customer may self-provision through the TECHNOLOGY MECHANICS control panel, Customer’s Account and/or which Customer utilizes via an API.
‘Support‘ means technical support for Services and/or any additional level of support offered by TECHNOLOGY MECHANICS applicable to specific Services ordered by Customer.
‘Term‘ means the length of the Agreement; unless otherwise specified in the Order, the initial term of this Agreement is one (1) month (‘Initial Term’), commencing on the Effective Date.
‘Terms and Conditions‘ means the terms, conditions, and general provisions as listed in the Agreement, any applicable product or service-specific Product and/or Service Terms and Conditions, and any terms and conditions listed in the Order.

2. Terms and Conditions

Entire Agreement and Understanding: The Agreement constitutes a legally binding contract between TECHNOLOGY MECHANICS and Customer, which does not extend to any other person or entity, and is the totality of the following documents: (i) the Cloud Services Agreement, (ii) the Order; (iii) any and all Specific Product/Service Terms and Conditions containing additional terms for use of a particular Service; (iv) TECHNOLOGY MECHANICS’s AUP; and (v) TECHNOLOGY MECHANICS’s BP. This instrument, along with the above-listed documents, constitutes the entire Agreement between the parties, and represents the complete and entire understanding of the parties with respect to the subject matter of this Agreement; should any discrepancies between the aforementioned documents exist, the order of preference for such terms and conditions are as follows: (i) the Order; (ii) any and all applicable Specific Product/Service Terms and Conditions; (iii) TECHNOLOGY MECHANICS’s BP; (iv) TECHNOLOGY MECHANICS’s AUP; and (v) the Cloud Services Agreement. Any pre-printed terms on Customer’s purchase order and/or any other business forms furnished by Customer to TECHNOLOGY MECHANICS will not become and are not a part of the Agreement.
TECHNOLOGY MECHANICS’s Obligations: Contingent upon TECHNOLOGY MECHANICS’s acceptance of the Order and subject to the terms of the Agreement, TECHNOLOGY MECHANICS agrees to provide Services and Support described in the Order
Amendments: TECHNOLOGY MECHANICS, to stay compliant with any and all applicable foreign, federal, state, and local laws, and/or in its sole discretion, may from time to time revise the Agreement, including without limitation the availability of Services and Service prices. Such amendments and/or revisions will become effective as to the Agreement upon the earlier of thirty (30) days after TECHNOLOGY MECHANICS sends notice of such revision, Customer logging into Customer’s Account, or Customer’s continued use of the Services. Customer is solely responsible for staying informed with respect to changes in this Agreement. Any other amendments to the Agreement must be expressly done by formal writing and signed by both parties.
Customer Data: Customer agrees and acknowledges that Customer is solely responsible for preservation of Customer Data. Even with respect to Customer Data as to which Customer has contracted for additional or included backup Services and/or Support, TECHNOLOGY MECHANICS shall have no responsibility to preserve such Customer Data and any such backup Services and/or Support is provided AS IS, WITHOUT WARRANTY. TECHNOLOGY MECHANICS is not responsible to Customer for loss of Customer Data or any third party and/or unauthorized use of the Services and/or access to Customer’s Customer Data. Customer has the option to create a backup of any Customer Data, including a copy of cloud server(s) and/or cloud-hosted databases, and further acknowledges and agrees that it is Customer’s sole responsibility to maintain at least one (1) current copy of any programs, software, and/or Customer Data outside of TECHNOLOGY MECHANICS’s Network and to initiate backup(s) and perform quality testing on such.
Customer’s Obligations: Customer agrees to (i) comply with any and all applicable laws; (ii) comply with the Agreement; (iii) use software and Services in compliance with the Agreement; (iv) make full and timely payment of fees for the Services; (v) use and maintain reasonable security precautions, protection, and backup of Customer Data, in light of use of Services, including, without limitation, encrypting any PII transmitted to and from, and while stored on the Network, and maintaining security of login credentials and not share such credentials except to establish and/or authorize users in Account; (vi) cooperate with TECHNOLOGY MECHANICS’s reasonable investigation of assessment of fees and/or overage charges, outages, security problems, and any suspected breach of the Agreement; (vii) keep billing contact and other Account information, including but not limited to contact names, physical mailing addresses, telephone numbers, and email addresses up to date; (viii) immediately notify TECHNOLOGY MECHANICS of any unauthorized use of Services and/or any other breach of security; (ix) determine the suitability of Services in light of the type of Customer Data used with Services; (x) pay the amount of tax due or provide TECHNOLOGY MECHANICS with satisfactory evidence, in TECHNOLOGY MECHANICS’s sole discretion, of exemption from tax, if TECHNOLOGY MECHANICS is required by law to collect taxes on provisioning of Services, and provide TECHNOLOGY MECHANICS with accurate factual information to help TECHNOLOGY MECHANICS determine if any such tax is due; and (xi) preserve Customer Data.
Export: Customer will comply with all applicable export and import control laws and regulations in its use of Services, and in particular, Customer will not utilize Services to export or re-export data or software without all required United State and/or foreign government licenses. Customer represents and warrants that Customer is not on the United States Department of Treasury Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons and are not otherwise a person to whom TECHNOLOGY MECHANICS is legally prohibited to provide Services. Customer assumes full legal responsibility for any access and use of Services from outside the United States, with full understanding that the same may constitute export of technology and technical data that may implicate export regulations and/or require export licenses, and represent that should such license be required that it is Customer’s responsibility to obtain the same, and in the event of any breach of this duty resulting in legal claims against TECHNOLOGY MECHANICS, Customer shall defend and hold TECHNOLOGY MECHANICS harmless from all claims and damages arising there from.
Execution: The Agreement may be signed in multiple counterparts, which taken together will be considered as the original executed Agreement. Facsimile signatures, signatures by electronic image (i.e. .pdf or .jpg format), and/or electronic signatures shall be deemed as original signatures.
IP Addresses: Upon expiration or termination of the Agreement, Customer must discontinue use of Services and relinquish use of IP addresses and server names assigned to Customer by TECHNOLOGY MECHANICS in connection with Services, including without limitation pointing the DNS for Customer’s domain name(s) away from TECHNOLOGY MECHANICS. Customer agrees TECHNOLOGY MECHANICS may, in its sole discretion, make modifications to DNS records and zones on TECHNOLOGY MECHANICS’s Network, managed and/or operated DNS servers, and/or other services.
Legal Compliance: In TECHNOLOGY MECHANICS’s sole discretion, TECHNOLOGY MECHANICS may suspend or terminate Services and/or this Agreement immediately, with or without prior notice, upon receipt of any lawfully issued notice alleging use of Services and/or the Network to accomplish violations of law from any court having jurisdiction over TECHNOLOGY MECHANICS. When subject to lawful process requiring disclosure, TECHNOLOGY MECHANICS may disclose Customer’s identity and/or contact information, without providing Customer prior notice of such disclosure, and TECHNOLOGY MECHANICS will not be liable for damages and/or results thereof. Customer agrees not to bring any action and/or claim against TECHNOLOGY MECHANICS for such disclosures.
No High-Risk Use: Customer may not use Services in any situation where failure or fault of Services could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, without limitation, Customer may not use, or permit any other person to use, Services for the development, design, manufacture, production, stockpiling, and/or use of nuclear, chemical, and/or biological weapons, weapons of mass destruction, or missiles or in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or Class III medical devices under the Federal Food, Dug, and Cosmetic Act.
Relationship: The relationship between TECHNOLOGY MECHANICS and Customer is that of independent contractors. Neither party is the agent for the other nor has the right to bind the other in any agreement with any third parties. Nothing in this Agreement shall be construed to constitute Customer as TECHNOLOGY MECHANICS’s agent, employee, independent contractor, joint venture, and/or any other similar entity. There are no third-party beneficiaries to this Agreement.
Renewal and Non-renewal: Upon expiration of the Initial Term, this Agreement will automatically renew for a term equal to the length of the Initial Term (‘Renewal Term’). For example, if the Agreement’s Initial Term is one (1) month, the Agreement will automatically renew one (1) month from the Effective Date, and the Renewal Term will be one (1) month. This Renewal Term will automatically occur, unless and until one party gives the other a thirty (30) day advanced written notice of non-renewal, prior to the expiration of the Initial term or expiration of the then-current Renewal Term. Customer agrees to follow TECHNOLOGY MECHANICS’s non-renewal process, accessible from Customer’s Account to give an effective notice of non-renewal
Termination for Infringement: If TECHNOLOGY MECHANICS is faced with a credible claim that Services infringe on the intellectual property rights of a third party, and TECHNOLOGY MECHANICS is not able to obtain the right to use the infringing element and/or modify Services such that they do not infringe, TECHNOLOGY MECHANICS may terminate Services on reasonable notice of at least thirty (30) days and will not have any liability on account of such termination, except to refund the amounts paid for Services not used as of the time of termination (i.e. pre-payment).
Third Party Services: TECHNOLOGY MECHANICS from time to time may recommend and/or make available, including without limitation availability through deployment, various third-party software, products, implementation tools, and/or services for Customer’s consideration. TECHNOLOGY MECHANICS MAKES NO REPRESENTATION AND/OR WARRANTIES WHATSOEVER REGARDING SUCH THIRD-PARTY SOFTWARE, PRODUCTS, TOOLS, and/or SERVICES THAT ARE NOT PURCHASED FROM TECHNOLOGY MECHANICS. Customer’s use of any such third-party software, products, tools, and/or services is governed by the terms of Customer’s agreement with the third-party provider of such, if any, and is at Customer’s sole risk.
Third Party Users: Customer may permit subsidiary and affiliated companies to use Services, and Customer is responsible for acts and/or omissions of any and all third-party users. Customer may resell to third parties and assumes full responsibility for third party activities and content, which are governed by the Agreement. Unless otherwise expressly stated in the Agreement, TECHNOLOGY MECHANICS will provide Support only to Customer and will not provide Support to Customer’s customers, end users, subsidiaries, affiliates, third parties, and/or third-party affiliates. There are no third-party beneficiaries to the Agreement, meaning that Customer’s customers, subsidiaries, affiliates, and/or third parties have no rights against TECHNOLOGY MECHANICS under and/or arising from the Agreement.
Service Management Agent: Customer agree that Customer will not interfere with any service management software (‘SMS’) agent(s) that TECHNOLOGY MECHANICS may install on Services. TECHNOLOGY MECHANICS agrees that any SMS agent will only utilize a minimal amount of computing resources and will not interfere with Customer’s use of Services. Should Customer attempt to and/or actually interfere and/or disable such SMS agent(s), Customer’s Service will become ‘Unsupported’ and TECHNOLOGY MECHANICS may access Services to reinstall such SMS agent(s).
Support: TECHNOLOGY MECHANICS will only provide Support to Customer’s Account administrative and/or technical contact(s) listed at the time of request for Support.

3. Warranties and limitation of liability:

With respect to the Services to be provided hereunder, Customer understands and acknowledges that TECHNOLOGY MECHANICS MAKES ABSOLUTELY NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. Customer further agrees that TECHNOLOGY MECHANICS and any of its employees, agents, affiliates, and/or suppliers shall not be liable to Customer for any claims, damages, or loss of profit which may be suffered by Customer or any other entity in any respect for direct, indirect, consequential, actual, or punitive damages arising out of or in relation to Services provided hereunder, including, but not limited to, losses or damages resulting from loss of Customer Data. The utilization of any data or information received by Customer via TECHNOLOGY MECHANICS’s Network, Services, and/or other TECHNOLOGY MECHANICS’s other resources is at Customer’s sole and absolute risk, and TECHNOLOGY MECHANICS specifically disclaims and denies any responsibility for the completeness, accuracy, or quality of such data or information.

4. Intellectual property:

Intellectual Property: Neither party shall take any action or intentionally omit to take any action that would jeopardize, limit, or interfere in any manner with the ownership of the other party in the other party’s products, services, documentation, or intellectual property. Title to and ownership of any and all original and/or copies of any products, services, software, documentation, and/or Internet services developed by and/or for TECHNOLOGY MECHANICS and/or owned by TECHNOLOGY MECHANICS through the Term of the Agreement, whether in machine-readable or printed form, and including, without limitation, any derivative works, compilations, or collective works thereof, and all related technical know-how, and all rights therein (including without limitation rights in patents, copyrights, and trade secrets applicable thereto), are and shall remain the exclusive property of TECHNOLOGY MECHANICS and its suppliers and/or its vendors. Customer shall not take any action to jeopardize, limit, and/or interfere in any manner with TECHNOLOGY MECHANICS’s rights, title to, and interest in and to its trade secrets, inventions, copyrights, and/or other intellectual property including without limitation disassembling, de-compiling, or reverse-engineering any of TECHNOLOGY MECHANICS’s Internet software and/or any of TECHNOLOGY MECHANICS’s source code. Customer shall not use any of TECHNOLOGY MECHANICS’s intellectual property including without limitation TECHNOLOGY MECHANICS’s name, trademarks, trade names, or logos, in connection with the operation of Customer’s business, except as may be provided for in the Agreement. Neither party shall use the other party’s name, trademarks, or logos in either its own corporate name or in any fictitious name. Neither party nor its employees or agents shall knowingly remove or alter any trademark, trade name, copyright, or other proprietary notices, legends, or symbols from any of the other party’s products or documentation or intellectual property.
TECHNOLOGY MECHANICS’s Network: Customer does not acquire any ownership interest in and/or right to possess the Network and/or any Network components, and Customer has no right to physically access to the Network.
Advertisement: Customer grants TECHNOLOGY MECHANICS a non-exclusive, worldwide, royalty-free, and fully paid-up license during the Term to use of Customer’s name, trademarks, logos, marks, and/or trade names in connection with TECHNOLOGY MECHANICS’s Services (including Support) provisioned to Customer and to be listed as a customer of TECHNOLOGY MECHANICS’s Services by TECHNOLOGY MECHANICS and/or its designees. This includes the right of TECHNOLOGY MECHANICS to sub-license its affiliates and/or any third parties providing all or part of Services on behalf of TECHNOLOGY MECHANICS to achieve the foregoing.
Feedback: TECHNOLOGY MECHANICS owns all right, title, and interest in and to Feedback. Upon providing Feedback, Customer irrevocable assigns to TECHNOLOGY MECHANICS all right, title, and interest in and to any intellectual property rights in the Feedback and agrees to provide TECHNOLOGY MECHANICS with any assistance TECHNOLOGY MECHANICS may require to document, perfect, and/or maintain TECHNOLOGY MECHANICS’s rights in the Feedback.
Services for US Government End-Use Customers: TECHNOLOGY MECHANICS provides Services for ultimate federal government end use solely in accordance with the following license rights to use, modify, reproduce, release, perform, display, and/or disclose: Government technical data and software rights related to Service include only those rights customarily provided to public (i.e. non-governmental) customers as defined in the Agreement. This customary commercial license is provided in accordance with the Federal Acquisition Regulation (‘FAR’) at 48 C.F.R. 12.211 (‘Technical Data’) and FAR 12.212 (‘Software’) for civilian agencies of the federal government, and, for Department of Defense transactions, the Defense Federal Acquisition Regulation Supplement (‘DFARS’) at 48 C.F.R. 252.227-7015 (‘Technical Data-Commercial Items’), 48 C.F.R. 227.7202-3 (‘Rights in Commercial Computer Software or Computer Software Documentation’). This U.S. Government Rights clause, consistent with 48 C.F.R. 12.211, 48 C.F.R. 27.212 (for federal civilian agencies) or 48 C.F.R. 227.7202-4 (for Department of Defense transactions), is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses federal governmental rights in computer software, computer software documentation, or technical data related to any and all Services provided under this Agreement or in any contract and/or subcontract for such. If a government agency has a need for rights not conveyed under this Section, it must negotiate with TECHNOLOGY MECHANICS to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written duly executed addendum must be included to the Agreement.

5. Confidentiality and non-solicitation:

Confidential Information: Customer and TECHNOLOGY MECHANICS hereby agree not to disclose or use and to assure that their employees and agents do not disclose or use each other’s Confidential Information. Both parties acknowledge that the other’s respective Confidential Information is valuable, special, and unique; that its unauthorized disclosure and/or use will cause irreparable injury to the other party; that immediate injunctive and/or other equitable relief will be necessary and appropriate to remedy an unauthorized disclosure or use of such information; and that such relief may include without limitation a Temporary Restraining Order (obtained ex parte) as well as permanent injunctive or other relief. Upon termination of the Agreement, each party agrees to return to the other party, within a reasonable time period, any and all Confidential Information and other materials belonging to the other.
Non-Solicitation: Customer shall not cause or attempt to cause any employee or agent of TECHNOLOGY MECHANICS, its subsidiaries, and/or of its parent company, to terminate employment or agency during the Term of this Agreement. Customer further agrees not to cause or attempt to cause any of TECHNOLOGY MECHANICS’s customers, their agents, or their employees to terminate their respective relationships with TECHNOLOGY MECHANICS, its subsidiaries, and/or its parent company.
This Section will survive the termination of the Agreement for a period of two (2) years.

6. Fees and payment:

The following is intended to supplement the BP by providing a context for it, without conflicting therewith:

Set-Up and Initial Term Fees: Set-up fees, related service charges, and any applicable first payments for payment plan installments are due at the time Customer submits an Order, orders Services, and/or provisions Services. Customer accepts and acknowledges that Customer will be responsible for paying for any network resources that are used to connect Customer’s Services, even if Customer is not utilizing Services. Customer may initiate non-renewal and/or a cancellation request ion in accordance with this Agreement but shall be responsible for paying for any TECHNOLOGY MECHANICS Network resources (including without limitation space provisioned for Customer’s Services) up to the point of non-renewal or cancellation.
Customer further agrees and acknowledges that cancellations made after Customer submits an Order, orders Services, and/or provisions Services and/or TECHNOLOGY MECHANICS provisions Services for Customer will not nullify Customer’s obligation for set-up fees, related service charges, and all Initial Term fees and/or payments due under any applicable payment plan. All set-up and Initial Term fees are non-refundable, in whole or in part, even if Customer’s Account is suspended, cancelled, or transferred prior to the end of the Initial Term. Any suspension, termination, and/or cancellation by TECHNOLOGY MECHANICS or Customer shall not relieve Customer of the obligation to pay all fees accrued prior to such suspension, termination and/or cancellation.
Invoices: TECHNOLOGY MECHANICS will charge Customer for fees in accordance with the Order; unless otherwise stated, the billing cycle for Services will be monthly. TECHNOLOGY MECHANICS will charge Customer’s credit/debit card without invoice as follows: (i) for recurring fees. in advance, on or around the first day of each billing cycle; and (ii) for non-recurring fees (such as fees for initial set up gees, service related charges, overages, cycle fees, and domain name registration fees) on or around the date incurred, or on or around the first day of the billing cycle that follows the date incurred, at TECHNOLOGY MECHANICS’s option. TECHNOLOGY MECHANICS, in its sole discretion, may wait to charge such fees until the total aggregate due are at least $10.
Restrictive Endorsements: If Customer pays by check, restrictive endorsements or other statements on checks accepted by TECHNOLOGY MECHANICS shall have no effect.
Overages: TECHNOLOGY MECHANICS will bill Customer, and Customer shall pay, for excess resources used by Customer, including without limitation overages for data transfer, disk space usage, and virtual host limits. If Customer exceeds Customer’s virtual host limit, TECHNOLOGY MECHANICS, in its sole discretion, may automatically upgrade to the next-higher service plan and bill Customer according to the upgraded plan and Customer will pay according to the upgraded plan.
Late Fees: In TECHNOLOGY MECHANICS’s sole discretion, interest charges may be added to any past due amounts at the rate of 1.5% per month (or the maximum rate allowed by law, if less).
Promotional Offers and Guarantees: All promotional offers may be invalidated by TECHNOLOGY MECHANICS, in its sole discretion, if Customer fails to make timely and full payment or if Customer cancels Services within 30 calendar days of the Effective Date, and, as such, Customer will be charged the full price Services. No 30-day ‘money-back’ guarantees do not apply to collocation plans, self-managed dedicated server plans, or upgrades and/or downgrades from one plan to another.
Suspension of Services and Registered Name registration: Customer acknowledges and agrees that Customer’s Registered Name is subject to suspension, cancellation, or transfer by any ICANN procedure, by any Registrar and/or Registry Operator procedures approved under an ICANN-adopted policy, and/or by any other TLD Registry Operator procedures as the case may be, for the resolution of disputes concerning the Registered Name, and, in the event of Customer’s failure to pay, Customer agrees and acknowledges that, TECHNOLOGY MECHANICS, in its sole discretion, may cause Customer’s Registered Name registration to be transferred to TECHNOLOGY MECHANICS. Should TECHNOLOGY MECHANICS cause Customer’s Registered Name registration to be transferred, TECHNOLOGY MECHANICS will possess any and all rights regarding such Registered Name registration including without limitation the right to make said Registered Name available to other parties for purchase. TECHNOLOGY MECHANICS may reinstate Customer’s Registered Name registration at TECHNOLOGY MECHANICS’s sole discretion following TECHNOLOGY MECHANICS’s receipt of payment in full from Customer (unless TECHNOLOGY MECHANICS has already sold the Registered Name registration to a third party, under the above provisions of this Agreement).
Default and Acceleration: Should Customer fail to make timely and full payment and/or otherwise breach this Agreement; TECHNOLOGY MECHANICS may declare Customer in default and require Customer to pay all fees owing for the then-current Term immediately and without prior notice. Further, in the event of such default, TECHNOLOGY MECHANICS may act, in its sole discretion, as Customer’s Attorney-in-Fact to execute actions and/or proceedings including without limitation selling and/or otherwise disclosing Customer Data and/or Customer’s Registered Name registration.
Collections: Customer shall reimburse TECHNOLOGY MECHANICS for all administrative costs (including reasonable attorney fees) associated with collecting overdue Account balances, delinquent payments, and/or dishonored payments, including without limitation credit card charge-backs.

7. Suspension and termination:

Breach of Agreement: TECHNOLOGY MECHANICS, in its sole discretion, may unilaterally suspend and/or terminate Services without liability if: (i) TECHNOLOGY MECHANICS believes that Services are being used in violation of the Agreement; (ii) TECHNOLOGY MECHANICS discovers that Customer has (and/or is affiliated in an manner with a third-party customer that) used Services abusively in the past; (iii) Customer fails to make full and timely payment for Services, fees, and/or charges; (iv) Customer does not cooperate with TECHNOLOGY MECHANICS’s reasonable investigation of any suspected violation of the Agreement; (v) there is an attack on the Services and/or Services are/were accessed and/or manipulated by a third party; (vi) TECHNOLOGY MECHANICS is required to do so by law or a regulatory or governmental body; or (vii) there is another event for which TECHNOLOGY MECHANICS reasonably believes, in its soles discretion, such action is necessary to protect TECHNOLOGY MECHANICS’s Network and/or other resources and/or other customers. If TECHNOLOGY MECHANICS suspends Customer’s access to Services and/or use of any portions of Services for any reason, Customer shall remain responsible for any applicable fees and charges for any Services to which Customer continues to have access, in addition to any applicable data storage fees and/or additional fees and/or charges. If TECHNOLOGY MECHANICS suspends Customer’s access to Services and/or use of any and/or all portions of Services due to a breach of Customer’s obligations under the Agreement, TECHNOLOGY MECHANICS may continue to charge Customer fees for Services, regardless of limited and/or no access to and/or use of Services, during the suspension, in addition to any applicable data storage fees and/or additional fees and/or charges. TECHNOLOGY MECHANICS, in its sole discretion, may charge a re-connection fee upon reinstatement of Service. TECHNOLOGY MECHANICS, in its sole discretion, may terminate access to Customer Data stored on TECHNOLOGY MECHANICS’s Network and will not be liable for any resulting damages and/or losses that may incur.
Notice of Suspension or Termination: TECHNOLOGY MECHANICS will attempt to give Customer reasonable advance notice of suspension or termination (of at least twelve (12) business hours), unless TECHNOLOGY MECHANICS determines, in its sole discretion, that such action on shorter or contemporaneous notice is necessary.
SLA Credits During Suspension: During suspension, Customer is not entitled to any SLA Credits under any applicable SLA.

8. Indemnification:

Customer shall indemnify and hold harmless TECHNOLOGY MECHANICS from any and all loss, cost, expense, and damage on account of any and all manner of claims, demands, actions, suits, proceedings, judgments, costs, and expenses that may be initiated against TECHNOLOGY MECHANICS and TECHNOLOGY MECHANICS’s officers, directors, and employees for any Service provided to Customer by TECHNOLOGY MECHANICS, to include Web space content that violates any copyright, trademark, or service mark; any proprietary right of any person or entity; any state and/or federal laws or regulations; or contains any defamatory matter.

9. Miscellaneous:

Governing Law: The Agreement shall be governed by the laws of the State of North Carolina in the USA without regard to such State’s laws and rules concerning conflicts of laws. Each party agrees that jurisdiction and venue for any and all claims, disputes, and/or other matters arising from the Agreement will only lie in Cumberland County, North Carolina. If any legal action is brought in Cumberland County, North Carolina, to enforce and/or interpret the Agreement, the prevailing party in such action shall be entitled to all reasonable costs to include attorney fees. If either files or brings any such legal action outside Cumberland County, North Carolina, the defending party may make a formal demand listing all its reasonable costs and expenses including attorney’s fees to the filing party and the filing party shall fully reimburse the defending party within ten (10) calendar days after receipt of such demand .
Severability: In the event that any term, condition, and/or provision of the Agreement is held by a court of competent jurisdiction to be illegal, unenforceable, and/or invalid in whole or in part for any reason, the remaining provisions of the Agreement shall remain in full force and effect.
Interpretation: Captions in the Agreement are for convenience only. Use of the words and/or phrase ‘including,’ ‘and/or,’ and ‘such as’ herein shall be read as ‘including without limitation.’ The format, words, and phrases herein have plain English meanings and/or definitions generally understood in the Computer/Software/Internet Industries. This Agreement shall be construed according to its plain meaning. In the event any ambiguity is found herein, interpretation shall be based on the intent of the parties, rather than a construction automatically against the interests of the drafting party.
Survival: All Agreement terms, provisions, paragraphs, and/or sections, which by their nature are intended to survive expiration or termination of the Agreement, shall so survive.
Force Majeure: Either party shall be excused from performance to the extent that it is prevented from performing as a result of any act and/or event which occurs and that is beyond the nonperforming party’s reasonable control including without limitation: (i) acts of God; (ii) war; (iii) weather; (iv) utility or telecommunications outages; (v) unrest or riot; (vi) union strikes; or (vii) any action of a governmental entity, provided that the such nonperforming party experiencing the force majeure provides the other with prompt written notice thereof and uses reasonable efforts to remedy effects of such force majeure.
Notices: TECHNOLOGY MECHANICS’s routine communications regarding Services and/or legal notices will be sent to the designated contact person listed on Customer’s Account either by electronic mail or USPS mail, except that TECHNOLOGY MECHANICS may give notice of Agreement revisions and/or amendments by posting such notice on Customer’s Account. Customer should send routine communications to TECHNOLOGY MECHANICS via links from Customer’s Account portal. All non-routine and/or legal correspondence should be sent either by electronic mail to legal@techmechlv.com or by USPS to…

Technology Mechanics, Inc.
ATTN: General Council
2400 N. Tenaya Way, Suite 129
Las Vegas, NV. 89128

Notices are deemed received as of the time delivered, or if that time does not fall within a Business Day, the first Business Day following the time delivered, except that notice of Agreement amendments or revisions are deemed delivered the earlier of: (i) Customer accessing Customer’s Account; (ii) Customer’s continued use of Services; or (iii) thirty (30) days after such notice is posted.