Terms of Service

Last updated: March 09, 2016.

BEFORE USING THE SITE OR SIGNING UP FOR ANY SERVICE OFFERED BY NEEDAVA SOLUTIONS, PLEASE TAKE SOME TIME TO CAREFULLY READ THESE TERMS OF SERVICE.

  • INTRODUCTION
    • Needava Solutions Inc., its affiliates and their successors and assigns (generally referred to as “Needava Solutions”) puts forth web hosting and other related services indicated in Needava Solutions’ service descriptions subject to these Terms of Service (the “TOS”). For the purposes of the TOS, the word “you” refers to the individual requesting one or more services provided by Needava Solutions, and, if applicable, includes any other legal entity on behalf of which an individual makes such a request. Furthermore, you agree not to make such a request on behalf of any other legal entity unless you have the authority to bind that legal entity to the TOS.
  • ACCEPTANCE OF TERMS
    • You represent and guarantee to Needava Solutions that you have the capacity to engage in a legal agreement in the province, state, territory or country in which you presently reside. In the case that you do not have the capacity to enter into a legal agreement in the province, state, territory or country in which you presently reside, do not request services from Needava Solutions except if your parent or legal guardian willingly enters into the TOS on your behalf.
    • PLEASE TAKE TIME TO READ THE TOS CAREFULLY. CLICKING ON THE “I AGREE” BUTTON ON THE ORDER FORM FOR ANY SERVICE PROVIDED BY NEEDAVA SOLUTIONS MEANS THAT YOU ARE AGREEING TO BE BOUND BY THE TOS AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THE TOS. ADDITIONALLY, YOUR USE OF THE SERVICES CONFIRMS YOUR ACCEPTANCE OF THESE TOS.
    • You represent and guarantee to Needava Solutions that your use of any service that it offers will not be in violation of any applicable law or regulation in the province, state, territory or country in which you presently reside. If you are unable or unwilling to do so, do not request services from Needava Solutions.
  • YOU
    • The services that you request from Needava Solutions through the online order form on the site or alternatively in writing, and which Needava Solutions agrees to provide subject to these TOS are referred to as the “Services”.
    • Your Information. You represent and guarantee that any information that you provide about yourself is valid and accurate, and you will maintain and promptly update such information to keep it true and up-to-date.
    • You have read Needava Solutions’ Privacy Policy and agrees to the use of your personal information as described therein. Click here to read the Privacy Policy.
    • Needava Solutions reserves the right to contact you regarding the Services and your use of the Site. You agree to Needava Solutions’ use of any contact information that you provide to Needava Solutions in doing so.
    • If you are provided with a username and/or a password with the intention of allowing you access to certain features of the Services and/or of the Site, you are held responsible for all activities carried out under that username or password, and you will take all steps needed to ensure that no one except you uses that username or password and that password is held confidential. If you have any justifiable reason to believe that any password provided to you has become known to or been used by any other person, you will immediately inform Needava Solutions of the matter.
    • Changing Passwords. Needava Solutions may, at any time, change any username or password assigned by Needava Solutions to you, and Needava Solutions will directlynotify of such changes.
    • Client shall maintain, at its sole cost, insurance against such risks and in such amounts that could reasonably be expected by persons acting meticulously and engaged in similar activities as Client.
  • DESCRIPTION OF SERVICES
    • General.
      1. For each web hosting package and related services that Needava Solutions offers to its customers, Needava Solutions has prepared and published a specification (each a “Service Description”). The Service Descriptions are available on http://www.needavasolutions.com (the “Site”).
      2. Changes to Services. Needava Solutions may make changes to its services and the equivalent Service Descriptions every now and then. When Needava Solutions modifies any Service, Needava Solutions will: (i) post the updated version of the Service Description on the Site indicating the date when it was revised; and (ii) announce that the Service Description have been updated on the home page of the Site for a minimum of 30 days following any changes made to the Service Description. Needava Solutions may also send any email notificationregarding the change to its affected customers.
    • Hosting Services.
      1. Any Service identified as a “Hosting Service” in its Service Description is a Hosting Service.
      2. Hosting Environment. Needava Solutions shall: (i) maintain and operate the hardware used to host your website(s) (which includes the monitoring of servers used on a 24/7 basis); and (ii) use commercially reasonable efforts to maintain reasonable temperature and humidity levels, fire suppression controls, power conditioning equipment and uninterruptible power supplies for the proper ongoing operation of Needava Solutions’ hosting hardware.
      3. Disk Space. Needava Solutions shall provide disk space for your website(s). Click here to know more about Needava Solutions’ definition of “unlimited” disk space for your hosted website.
      4. Needava Solutions shall provide an Internet connection that links your hosted website(s) to the Internet. Click here to know more about Needava Solutions’ definition of “unlimited” bandwidth.
      5. Remote Access. You will be granted remote access to upload files for your hosted website(s) provided that you do so in accordance with the TOS.
      6. When Needava Solutions hosts a website on your behalf, Needava Solutions will route one or more domain names to that website. The exact number of domain names that Needava Solutions will route on your behalf will be based on the Hosting Service to which you subscribe. Check the relevant Service Description for more information.
      7. Back-up. You recognize that unless you subscribe to a Hosting Service that specifically includes the independent backup of Your Content (as defined below) as a service, Needava Solutions’ back-up activities are mainly for Needava Solutions’ own disaster recovery purposes, and that YOU ARE RESPONSIBLE FOR THE STORAGE, BACK-UP AND ARCHIVING OF YOUR CONTENT. Also note that Hosting Services include access to one or more tools via your Control Panel that allow you to back-up Your Content. It is advised that you use these tools and back-up Your Content regularly.
      8. Maintenance Window. When justifiably possible, any maintenance of the hardware used to host your website(s) will be executed during one of the following “Maintenance Windows”: (i) between 12:00 a.m. and 3:00 a.m. (local time in Toronto, Ontario); (ii) between 12:00 a.m. and 3:00 a.m. (local time in London, England); or (iii) between 12:00 a.m. and 3:00 a.m. (local time in Sydney, Australia). When choosing a Maintenance Window to use, Needava Solutions takes into considerationthe location of the customers who may be affected by the maintenance activities (based on the addresses submitted to Needava Solutions by the customers) and the possible early hours of the morning for most of them.
      9. A Hosting Service is “Available” if: (a) the hardware presently used to provide it is operating; and (b) the Internet connection provided as part of the Hosting Service is operational.
      10. Needava Solutions will use impartial efforts to make sure that the Hosting Services will be Available other than for “Scheduled Maintenance” at least 99.9% of the time, measured monthly. Any maintenance or other work performed on Needava Solutions’ technology infrastructure that occurs during the Maintenance Window or with at least a 48-hour prior notice posted to the Site is shown as “Scheduled Maintenance”.
      11. You agree that it is crucial to coordinate your maintenance activities with those of Needava Solutions, and you will not perform any maintenance activities on Your Content during any Maintenance Window without obtaining written confirmation stating that Needava Solutions will not be performing any maintenance activities during that Maintenance Window.
      12. Free Domain Name. If the cost of registering or renewing a single domain name for one year is included in the annual Fees that you are being charged for a Hosting Service (see the applicable Service Description to find out if it is included and the eligible types of domain names) and the domain name that you wish to register or renew for use with the website being hosted is both an eligible type of domain name and available, Needava Solutions will register or renew (as applicable) the domain name for you. If Needava Solutions does so and you continue to subscribe to such Hosting Services for a period of at least 12 months, Needava Solutions will not charge you its then current fee for registering or renewing a domain name (as applicable). HOWEVER, IF THE HOSTING SERVICES ARE TERMINATED LESS THAN 12 MONTHS AFTER REGISTERING OR RENEWING THE DOMAIN NAME (THIS INCLUDES DURING THE FIRST 30 DAYS) OR YOU ATTEMPT TO TRANSFER THE DOMAIN NAME DURING THAT 12-MONTH PERIOD, NEEDAVA SOLUTIONS WILL CHARGE YOU AND YOU ARE REQUIRED TO PAY NEEDAVA SOLUTIONS’ THEN CURRENT FEE FOR REGISTERING OR RENEWING A DOMAIN NAME (AS APPLICABLE).
    • Domain Names Registration Services.
      1. Assistance with Registering Only. Needava Solutions may provide you assistance in registering one or more top-level or second-level domain names (the “Domain Name Registration Service”). For each such domain name registered, Needava Solutions’ involvement ends with the registration. You will be the registrant, administrative contact and technical contact, and you agree to be bound by all applicable terms and conditions published by the applicable registrar. Please note: you are also bound by ICANN’s rights and responsibilities: http://www.icann.org/en/resources/registrars/registrant-rights-responsibilities
      2. Maintenance of Domain Names. The following items are under your responsibility: ongoing maintenance, control and use of any domain name registered in your name and funding for any fees or taxes associated with its maintenance. To maintain your domain name registration, you will need to directly communicate with the applicable registrar. FOR GREATER CLARITY, YOU ARE RESPONSIBLE FOR: (i) RENEWING THE REGISTRATION AND ENSURING THAT IT DOES NOT LAPSE; AND (ii) ADDRESSING ANY ISSUES RELATING TO YOUR DOMAIN NAME. NEEDAVA SOLUTIONS IS NOT RESPONSIBLE FOR DOING SO.
      3. Please note that: (i) Needava Solutions is not able to guarantee that a proposed domain name is available for registration or that a registrar will register it; (ii) Needava Solutions will not provide assistance in registering on your behalf of a proposed domain name in any top-level or second-level domain unless expressly directed by you to do so; and (iii) Needava Solutions may, but is not obligated to, inform you of any proposed or new top-level or second-level domains.
      4. Privacy Registration Service. Some registrars allow domain names to be registered without publishing the registrant’s name and contact information, while others do not. If you wish to utilize any such privacy service for a domain name and you are using the Domain Name Registration Service to register the domain name, you are required to in form Needava Solutions in writing before the registration of the domain name that you intend to take advantage of the registrar’s privacy service. You further acknowledge that the privacy service is provided by the applicable registrar, not Needava Solutions.
      5. As is. Assistance with registering domain names and securing related privacy services is provided “as is” and without any warranties, representations or conditions whatsoever.
      6. Domain Redemption Fee: If your domain was registered with Needava Solutions and has expired, but you intend to recover the domain, Needava Solutions may be able to recover the domain provided that it is still within the redemption period. To recover a domain name that has expired but which is still within the redemption period, Needava Solutions must pay a redemption fee, which in turn will be passed on to you, the customer. Please note that this domain redemption fee is exclusive of the registration price of the domain that will still necessarily be paid to register the domain for the next year. If the domain name is not renewed or acquired during the redemption period, it will be made available again to the general public after the redemption period ends. Only domains that have been registered with Needava Solutions can be re-registered after expiration of the domain. If the domain that has expired was registered at another company, you will need to directly contact that registrar to recover the domain from the redemption period.
    • Resale. If you have received written permission from Needava Solutions to resell all or part of the Services that you are receiving pursuant to this Agreement, you are responsible for providing support to your clients. If Needava Solutions is contacted directly by any such client, Needava Solutions may suspend all or part of the Services that it is providing to you. If Needava Solutions does so, Needava Solutions will provideyou notice of the suspension together with the reason for the suspension. Once you have satisfied Needava Solutions that you have taken reasonable steps to notify your clients that they are to directly contact you for support and to ensure that you are providing that support, Needava Solutions will lift the suspension. There is no abatement of Fees during any such suspension. Furthermore, any acts and omissions of your clients that would be breaches of this Agreement had they been your acts or omissions are your responsibility and will be treated as if they are your acts and omissions.
    • Additional Services. Any additional services connected to the Hosting Services or Domain Name Registration Services that are requested by you and that Needava Solutions in its sole discretion provides (“Additional Services”) are considered to be Services provided pursuant to these TOS, and they will be provided at Needava Solutions’ then current rates.
    • Support.
      1. Needava Solutions keeps a list of frequently asked questions pertaining to the Hosting Services on its website located at www.needavasolutions.com/members/knowledgebase.php (the “Support Site”), and provides secondary lists of frequently asked questions on most of Needava Solutions’ country-specific sites.
      2. Technical Support. Needava Solutions will give technical support relating to the Hosting Services via its help desk. The help desk intends to provide technical support 24/7/365. The help desk can be reached by: (i) telephone; or (ii) email (iii) chat. The contain information (email address and the telephone number) that you should use are displayed on the Support Site.
      3. Needava Solutions will use commercially reasonable efforts to deal with each problem reported to Needava Solutions’ help desk and verifiable as being a problem or deficiency with the Hosting Services.
      4. When you report a problem to Needava Solutions’ help desk, you will provide: (i) any assistance justifiably necessary to allow Needava Solutions to verify and resolve that problem in a timely manner; and (ii) all information that you are reasonably able to provide with respect to any problem.
      5. Billing and account support is accessible via the web-based tool that Needava Solutions provides to you to manage your account. The tool is available on the Support Site. Please check Needava Solutions’ web site for the hours that apply to your jurisdiction.
  • CONTENT
    • Intellectual Property. No intellectual property rights are transferred by Needava Solutions to you by these TOS.
    • Your Content. “Your Content” refers to all materials, information, data or code that you upload, store, transmit, receive or process in connection with the Services. You hereby grant to Needava Solutions and its directors, officers, employees, agents, consultants or subcontractors the right to use, reproduce, transmit and delete (as applicable) Your Content in such manner as may be necessary to allow Needava Solutions to perform the Services and otherwise exercise any right or perform any obligations under this Agreement.
    • Monitoring Your Content. Although Needava Solutions is not obligated to monitor content and assumes no responsibility for Your Content or the content of its other customers, Needava Solutions reserves the right, subject to all applicable laws, to investigate Your Content and may block access to, refuse to host, or remove any information or material that it deems to be in breach of section 6.1.
  • ACCEPTABLE USE
    • Unacceptable Use. Unacceptable use refers to any unlawful, illegal or inappropriate use as outlined in this section 6. You may not use the Services or Needava Solutions’ technology infrastructure in any manner that constitutes an unacceptable use. Unlawful of illegal use is described as the creation, collection, transmission, storage or exchange of any material in violation of any applicable law or regulation. Inappropriate use includes any use or behaviour that may: (i) jeopardize Needava Solutions’ products, services, technology infrastructure or ability to operate; or (ii) expose Needava Solutions to civil liability. Unlawful, illegal or inappropriate use includes use of the Services to:
      1. possess, store, view, download, transmit, distribute (by any peer-to-peer service or otherwise) or traffic any materials that:
        • include child pornography;
        • infringe any person’s copyright or other intellectual property right (including unlicensed or improperly licensed applications, music, games or other materials);
        • intentionally promote hatred against or defame any identifiable individual, group or other organization;
        • can be used for attacking computer systems and networks and defacing websites (including scripts, executables or other tools).
        • include any form of malware
      2. make threats to a person’s safety or property;
      3. defame other persons;
      4. interfere with the services that Needava Solutions provides to its other customers;
      5. interfere with, disrupt or damage the servers used by Needava Solutions to provide such services, those of Needava Solutions’ suppliers or those of Needava Solutions’ other customers;
      6. impersonate or falsely state or otherwise misrepresent your identity or affiliation with any person or entity;
      7. intentionally bypass or subvert the physical, logical or procedural safeguards such as firewalls, web-filtering software or other access controls used by anyone to get unauthorized access to anyone’s technology infrastructure or distributing computer programs designed to assist in doing so;
      8. any act in violation of any applicable local, provincial, state, national or international law or regulation including any laws relating to:
        • the export of data or software;
        • the protection of human rights;
        • the promotion of hatred;
        • defamation;
        • criminal offences;
        • the protection of intellectual property; or
        • the sending of commercial electronic messages without consent from the recipients.
      9. Unacceptable uses of the Services or Needava Solutions’ technology infrastructure may also include but are not limited to: ailing, unsolicited emailing, newsgroup spamming, hardcore pornography (including but not limited to the use of animals in such pornography) or links to such sites, copyrighted MP3, illegal content, copyright infringement, trademark infringement, warez, cracks, software serial numbers, and running of any scripts, executables, or other programs or processes that can in any way negatively affect the performance of Needava Solutions’ technology infrastructure. Needava Solutions will be the sole and final arbiter as to what constitutes a violation of this policy.
    • Disruptive Uses. You may not make use of the Services or Needava Solutions’ technology infrastructure in any way that interferes with or disrupts Needava Solutions’ other customers. When any of the following events occurs in respect to any hosted web site, it is a disruptive use, a breach of these TOS and Needava Solutions may exercise its rights under section 6.6 including to suspending Services:
      • generating a daily, weekly or monthly volume of network traffic that is excessive in relation to amount of network traffic commonly generated by Needava Solutions’ other clients who have purchased similar hosting services;
      • generating spikes in network traffic usage that are out of proportion (in volume or frequency) to those commonly generated by Needava Solutions’ other clients who have purchased similar hosting services;
      • on a daily, weekly or monthly basis, consuming CPU or other processing resources in a manner that is excessive in relation to amount of network traffic commonly generated by Needava Solutions’ other clients who have purchased similar hosting services;
      • even if they do not come within (i), (ii) or (iii) above, running peer-to-peer applications, peer-to-peer file sharing, proxy servers, bit torrent, online gaming servers, proxy server network, interactive relay chat (IRC), interactive chat applications, membership or community sites, file sharing, video sharing, photo sharing or other resource intensive services or applications.
      • using disk space to store materials unrelated to or unnecessary for the web site’s operation for which the Hosting Services were purchased (for example, using disk space for data warehousing, email storage, backups of emails accounts, backups of all or part of any computing, telecommunications or mobile device or other forms of mass data storage); or
      • sending of any commercial electronic messages promoting the web site or otherwise directing attention to the web site to any recipient without the recipient’s consent
      • No “Spam”: UCE/UBE or “spam” originating from a server located on our network or associated with a Needava Solutions server is not permitted. This includes any email that advertises websites hosted on a server located on the Needava Solutions network, but which is sent from an email address which is clearly not associated with a Needava Solutions account.
    • Music, Image and Video Files. Responding to and addressing copyright complaints is a time consuming process. Occasionally, Needava Solutions scans its servers looking for MP3, MP4 and other file formats commonly used for music, images or video. If such files are detected amongst Your Content, Needava Solutions may ask you to testify that they are: (i) owned or properly licensed by you; and (ii) if licensed, not being used in a manner that is inconsistent with that license. If you fail to comply with this for any file or, in the alternative, remove the file from Needava Solutions’ servers, it is a breach of this section 6.3 and Needava Solutions may exercise its rights under these TOS including section 6.6 and section 5.3
    • If you become aware that any person has committed, is likely to have committed or is likely to commit any act described in section 6.1, you will immediately report it to the help desk from which you receive technical support.
    • Needava Solutions reserves the right to investigate suspected breaches of this section 6, you agree to participate with Needava Solutions when asked to assist in any such investigation.
    • If you breach this section 6, it is probable (in Needava Solutions’ sole discretion) that you have breached or it is likely that you will breach this section 6 (also in Needava Solutions’ sole discretion), Needava Solutions in its sole discretion may suspend or revoke your access to the Services or Needava Solutions’ technology infrastructure. Breaches of this section 6 may also result in you incurring criminal prosecution or civil liability.
    • Others Breaches. Needava Solutions assumes no liability for enforcing or not enforcing the provisions in its other service agreements in relation to acceptable use.
  • IP ADDRESSES
    • Needava Solutions may assign one or more Internet Protocol addresses to you to be used with the Services. You agree that you have no right, title or interest in or to any IP addresses assigned to you by Needava Solutions or its representatives in connection to any Services. Needava Solutions or its suppliers may modify any such address at any time, but Needava Solutions will use reasonable efforts to provide you with notice of any change if the affected IP address is a fixed IP address.
  • PAYMENT
    • The fixed fees and/or rates applicable to any Service are indicated in the online order form for the Service (the “Fees”). They may include one-time fees (commonly for setting up the service) and recurring fees. PLEASE NOTE THAT THE ONLINE ORDER FORM MAY ALSO SET OUT A RATE INCREASE THAT WILL BECOME EFFECTIVE UPON THE EXPIRATION OF A PROMOTIONAL RATE. SUCH AN INCREASE WILL HAPPEN WITHOUT FURTHER NOTICE TO YOU. Otherwise, Needava Solutions will provide youa written notice of any increase to the Fees at least 30 days in advance.
    • From time to time, Needava Solutions may offer its services to new or existing clients at discounted or promotional rates. You recognize that any such promotion is only applicable to one of your Services if the promotion or discount is clearly stated as applicable on the online order form used that you have used to order the Service.
    • Unless purposely set out otherwise in an applicable Service Description, you will reimburse Needava Solutions for all registrar’s fees or other related expenses incurred by Needava Solutions with regard to any third-party service described in section 4.3.
    • You will pay any present or future sales, goods and services, excise, value-added, or other similar taxes including any related interest or penalties (imposed at any time by any governmental authority) arising from or related to any Services other than taxes based on Needava Solutions’ net income.
    • Payment of Fees. Needava Solutions accepts payment by PayPal.
    • In Advance. Payment for Hosting Services is in advance. When you order a Hosting Service, you are obligated to pay the full amount of Fees for the initial term and applicable taxes. When a Hosting Service renews, you are required to pay the full amount of Fees for the renewal term and applicable taxes. A Hosting Service renews when it has not been terminated by you prior to the last date of the initial term or any renewal term for which you have paid.
    • Additional Services. Fees for Additional Services, applicable taxes and reimbursable expenses are due at the end of the month in which they are incurred.
    • Automatic Charging. When Needava Solutions is entitled, in accordance with this Agreement to any Fees, applicable taxes or expenses, such amounts will be charged automatically to the PayPal account that Needava Solutions has on file for you and you grant Needava Solutions the authority to do this. Needava Solutions will send an invoice for these amounts to the email address that it has on its records before doing so.
    • Please note that should any amount that you pay by PayPal be charged back to Needava Solutions, you will incur an additional Fee of $25.00. If the payment has not been received on its due date:
      1. Needava Solutions may restrict, suspend or terminate the affected Services; and
      2. the overdue payment shall bear interest at the rate of one percent (1%) per month (an effective annual rate of 12.68%) or the maximum rate permitted by law, whichever is less. In addition, Needava Solutions shall be entitled to recover its collection costs, including legal fees and expenses.
    • 30-Day Guarantee of Hosting Services
      1. If at any time during the 30-day period from the date that you purchased Hosting Services for the first of your websites to be hosted by Needava Solutions you are not satisfied with the Hosting Services that you are receiving, you may terminate this Agreement through the web-based tool that Needava Solutions gives you to manage your account to end the Hosting Service. If you do so, you will receive a refund. THE REFUND WILL BE CALCULATED BY SUBTRACTING THE FOLLOWING AMOUNTS FROM ANY FEES PAID BY YOU FOR THE HOSTING SERVICES PURCHASED IN RELATION TO YOUR FIRST WEBSITE TO BE HOSTED BY Needava Solutions:
        • ALL ONE-TIME FEES INDICATED ON THE ONLINE ORDER FORM THAT YOU ACCOMPLISHED;
        • ALL FEES CONCERNING THIRD-PARTY SERVICES EITHER IDENTIFIED AS SUCH OR OPTIONALLY ADDED TO YOUR ORDER WHILE IN THE ONLINE ORDER FORM. THIS INCLUDES BUT IS NOT LIMITED TO PRODUCTS AND SERVICES SUCH AS, GOOGLE APPS, AND SSL CERTIFICATES;
        • ALL FEES AND RELATED DISBURSEMENTS FOR DOMAIN NAME REGISTRATION SERVICES (INCLUDING FEES FOR RELATED PRIVACY SERVICES); AND
        • ANY ADDITIONAL FEES THAT APPLY TO THE TRANSFER OF ANY RELATED DOMAIN NAME.
  • TERM
    • This Agreement shall be effective as of the date on which you order your first Service and shall be considered valid until terminated in accordance with the terms and conditions set out in the remainder of this section 10 (the “Term”).
  • SUSPENSION AND TERMINATION
    • If you breach these TOS, Needava Solutions may, in its sole discretion, restrict or suspend the Services provided to you, without prior notice and without an opportunity to cure the breach. If you are given an opportunity to and you cure the breach or you demonstrate to Needava Solutions’ satisfaction that you have taken steps to prevent future breaches of the TOS, Needava Solutions will lift the restriction or suspension. Needava Solutions will provide you notice of any suspension or restriction. Whether or not a restriction affects your access to Your Content is in Needava Solutions’ sole discretion. PLEASE NOTE THAT FEES WILL BE CHARGED DURING THE PERIOD OF ANY SUSPENSION OR RESTRICTION OF SERVICES.
    • By You. You may terminate any Service at any time through the web-based tool that Needava Solutions provides you to manage your account to end the Service. PLEASE NOTE: In accordance to section 8.10, any amounts paid in advance for Services will not be refunded.
    • By Needava Solutions. Needava Solutions will automatically terminate any hosting Service that is 30 days overdue. Under the following circumstances, Needava Solutions may terminate this Agreement immediately and without prior notice to you:
      1. if you breach section 6 (Acceptable Use);
      2. if you breach section 8 (Payment) and do not cure that breach within 10 days of the breach; or
      3. if you breach any other section of these TOS and do not cure that breach within 15 days.
    • Those sections of this Agreement which by their nature should survive the termination or expiration of this Agreement, including but not limited to 3.4, 4.2(g), 4.2(l), 4.3(b), 4.3(c), 5, 7, 8, 10.4, 11, 12, 13, 14, 16 and 17 will remain in full force and effect following the expiration or termination of this Agreement.
    • Services purchased for a set period (e.g. three years) will be renew automatically upon the expiry of that period unless you provideNeedava Solutions a written notice of your intention to terminate them at least 30 days before the expiry of that period. They will be renewed at Needava Solutions’ then current rates for such Services.
  • WARRANTIES AND DISCLAIMERS
    • THE INTERNET SERVICE, AS A COMPLEX NETWORK OF EQUIPMENT, SERVICES, AND PROVIDERS OF INFORMATION, MAY NOT BE AVAILABLE AND ACCESSIBLE TO YOU AT ALL TIMES. YOU ACKNOWLEDGE THAT THE HOSTING SERVICES AND OTHER SERVICES MAY NOT ALWAYS BE AVAILABLE, AND WITH THE EXCEPTION OF ANY EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT, NEEDAVA SOLUTIONS EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS WITH RESPECT TO THE HOSTING SERVICES OR OTHERWISE ARISING FROM THIS AGREEMENT WHETHER EXPRESSED OR IMPLIED, PAST OR PRESENT, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY THAT THE HOSTING SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
  • LIMITATIONS OF LIABILITY
    • IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF Needava Solutions (ITS REPRESENTATIVES AND SUPPLIERS INCLUDED) TO CLIENT FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, EXCEED THE AMOUNT PAID BY THE CLIENT DURING THE 12-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLIENT MAKES ITS FIRST CLAIM FOR DAMAGES.
    • Indirect Damages. Needava Solutions (ITS REPRESENTATIVES AND SUPPLIERS INCLUDED) SHALL NOT BE LIABLE TO THE CLIENT OR ITS END USERS IN ANY WAY WHATSOEVER, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, REVENUE OR PROFIT RESULTING FROM OR ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OR USE OF THE HOSTING SERVICES. THIS LIMITATION SHALL APPLY WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, OR WHETHER NEEDAVA SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • Some jurisdictions do not allow the exclusion of incidental, special or consequential damages. If any jurisdiction having applicability to the TOS does not officially allow any such exclusion or limitation, Needava Solutions’ total liability to you in connection with any incidental, special or consequential damages will be limited by section 12.1.
    • Allocation of Risk. Client and Needava Solutions understand and agree that, to the extent permitted by applicable law, the aforementioned exclusions and limitations of liability represent the parties’ agreement as to allocation of risk between them in relation to their specific obligations under this Agreement. The fees payable to Needava Solutions reflect, and are set in reliance upon, this allocation of risk and the exclusions and limitations of liability manifested in this Agreement.
  • INDEMNIFICATION
    • You agree to indemnify and hold Needava Solutions and its affiliates, directors, officers, employees, and agents innocuous from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third-party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to Your Content, your use of the Services or any wilful misconduct on your part.
  • AGREEMENT
    • Entire Agreement. These TOS and all documents included herein by reference comprise the complete agreement between the parties in connection with the subject matter hereof and supersedes and takes over all prior or contemporaneous discussions, negotiations, understandings and agreements, written or oral, regarding such subject matter.
    • Should any provision of this Agreement be taken to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the extent permissible, and all other provisions will remain in effect and are enforceable by the parties.
    • No waiver of any part of this Agreement will be regarded to be a waiver of any other provision. No term of this Agreement will be considered to be waived by reason of any previous failure to enforce it. No term of this Agreement may be waived other than in a writing signed by the party waiving enforcement.
    • The headings used in the Terms are for convenience of reference only. No provision of the Terms will be interpreted against any party merely because that party or its legal representative drafted the provision. All remedies are cumulative. Throughout the TOS, the term “including” or the phrases “e.g.,” or “for example” have been used to mean “including, without limitation”.
  • ASSIGNMENT
    • You may not assign the agreement represented by these TOS, either in whole or in part, without the prior written consent of Needava Solutions. Any other attempted transfer or assignment of rights hereunder shall be considered null and void.
    • Domain Names. These TOS do not limit your ability to transfer any domain for which you are the registrant. If Needava Solutions is the registrar for the domain name, please request our “domain name transfer instructions” by sending an email to support@needavasolutions.com. We will send you the specific details and information regarding the transfer of ownership.
    • Needava Solutions. Needava Solutions may assign its rights and obligations hereunder without your prior consent.
  • NOTICE
    • Any notice or other important communication provided to you in pursuance of the Terms will be made in writing, addressed to any email address or address that you submitted to Needava Solutions when acquiring your first Service (as updated by you as per section 3.2) and sent to you by email or by nationally recognized overnight courier as applicable. Any notice or other significant communication given to Needava Solutions in pursuance of the TOS will be in writing and sent to Needava Solutions at the address then listed on the Site in the Contact Us section by fax or nationally recognized courier. Notices will be considered to have been received one business day following: (i) email transmission by Needava Solutions to you; (ii) deposit with a globally recognized overnight delivery service, all delivery charges pre-paid; or (iii) transmission if sent by facsimile and receipt confirmed by the facsimile machine used.
  • OTHER
    • Governing Law. This Agreement will be administered by the laws of the Province of Ontario and the laws of Canada applicable therein, without reference to the conflict of laws provisions. The parties consent to the jurisdiction of the courts of Ontario.
    • Independent Contractors. The relationship between the parties is that of independent contractors, and not that of partnership, joint venture, employment, franchise or agency. Neither party may incur any obligations on the other’s behalf without the other’s prior written consent, unless otherwise expressly provided herein.
    • Force Majeure. Neither party will be held responsible for any failure or delay in its performance under this Agreement as a result of any cause beyond its reasonable control that could not have been avoided by the exercise of reasonable foresight given that such party provides the other party immediate notice of such cause and uses reasonable commercial efforts to rectify such failure or delay in performance.
  • AMENDMENT
    • Needava Solutions may make changes to the TOS from time to time and at any time. When Needava Solutions amends the TOS, Needava Solutions will: (i) post the updated version of the TOS on the Site with the date when it was revised; and (ii) provide notification that the TOS have been updatedon the Site’s home page for a minimum of 30 days after any change to the TOS.
    • In addition,Needava Solutions may, but is not obliged to, request you to actively confirm your consent to the revised TOS. If Needava Solutions does not do so, but you continue to use the Services or Site after the changes take effect, you will be deemed to have acknowledge and agreed to abide by the revised T If you do not concur with the revised TOS without qualification, terminate any existing Services that Needava Solutions are providing you and informNeedava Solutions to disable any password for the Site assigned to you.
    • Needava Solutions reserves the right, in its sole discretion, to make changesto or modify the Site from time to time including but not limited to adding or removing functionality or features or changing its name.