Agreement
SUBSCRIPTION SERVICES ADDENDUM
LAST UPDATED: OCTOBER 1, 2008
PLEASE READ THIS SUBSCRIPTION SERVICES ADDENDUM (THIS “ADDENDUM”) CAREFULLY.
This Addendum forms an integral part of the End User License Agreement between you and SITEMASHER (the “EULA”), and is in addition to such provisions. All terms and conditions of the EULA are hereby incorporated by reference. Every capitalized term not defined in this Addendum has the meaning set out in the EULA, which continues to govern your access and use of the Service (including the Subscription Services) and your relationship with SITEMASHER. All terms and conditions of the EULA are hereby incorporated by reference (this Addendum and the EULA, collectively, the “Agreement”).
By registering for, or using, any Subscription Service, you acknowledge having read, understood and agreed to all of the terms, conditions, obligations and limitations of this Addendum. If you are not willing to be bound by each and every term or condition of this Addendum, you must not register for nor use any of the Subscription Services for any purpose.
BACKGROUND:
A. SITEMASHER has developed the Service and has licensed it to you pursuant to the EULA; and
B. You wish to use the Subscription Services, and SITEMASHER wishes to allow you to use the Subscription Services, in accordance with the terms and conditions of this Addendum.
In consideration of the mutual premises set out in the EULA, you and SITEMASHER AGREE AS FOLLOWS:
1. Subscription Services. For greater certainty, the Subscription Service includes any version or edition of the Services indicated on the Website as requiring a payment for use thereof.
2. Fees. As an Account-holder, you hereby agree to pay (or to instruct others to pay on your behalf, for which you remain responsible) such fees, including all applicable taxes, incurred by the use of any Subscription Services in arrears upon demand by SITEMASHER, all of which shall be charged in accordance with the rates and conditions established by SITEMASHER for the Subscription Services and such rates and as conditions may be amended by SITEMASHER from time to time in accordance with this Agreement. Such rates and fees will be posted on the Website or otherwise made available to you by SITEMASHER. Typically, an Account will incur one or more of three types of fees:
(a) Service-Based Fees—recurring, periodic Subscription Service fees based on the tier or tiers of Subscription Services you have selected (please refer to your invoices and the Website for specific characteristics of your tier of Subscription Service);
b) Usage-Based Fees— are described in the table below. Websites are subject to overage fees if the website exceeds the limits established for data sent or received for published websites and or the amount of data stored in connection with your Website.
|
|
|
Overage Fees
|
|
Subscription
|
Storage Limit
|
Monthly
Data Transfer Limit
|
Data Transfer
|
Storage
|
| Basic |
500 MB
|
1 GB/mo
|
$5/GB/mo
|
$1/GB/mo
|
| Standard |
5 GB
|
15 GB/mo
|
$5/GB/mo
|
$1/GB/mo
|
| Premium |
25 GB
|
50 GB/mo
|
$5/GB/mo
|
$1/GB/mo
|
; and
(c) Special and Other Service Fees—from time to time SITEMASHER may make per-use or customized Services available to you, which may incur special or other service fees in accordance with the relevant documentation thereto.
3. Invoices. Your Service-Based Fees will be invoiced and become immediately payable in advance as follows:
(a) your first Service-Based Fees will be invoiced immediately upon commencement of the applicable Subscription Services and will be prorated based on the number of days remaining in the calendar month as a proportion of the number of days in the calendar month;
(b) if the Subscription Service you are commencing has a free trial period and you upgrade your Subscription Service before the end of the trail period, your first Service-Based Fees period will be made effective immediately, and
(c) your subsequent billings will occur monthly on the first day of each calendar month in respect of that calendar month;
Your Usage-Based Fees and Special and Other Service Fees incurred during any calendar month will be invoiced and become payable immediately in arrears on the first day of each calendar month. For greater clarity, this means that you will be charged a periodic Service-Based Fee in advance at the beginning of each billing period (usually a whole calendar month, except for the first month), together with any usage charges or other fees from previous billing periods.
4. Payments and Payment Methods. All amounts invoiced are due and payable upon receipt of said invoice, whether received electronically or by postage mail. Payments may be made as directed on the Website, including by Visa, MasterCard and American Express.
5. Late, Rejected and Unpaid Amounts.
(a) Rejected Payments. If any of your payments are rejected or returned for any reason, SITEMASHER may charge you a Special and Other Service Fee of USD$25, and your Account may be subject to suspension at SITEMASHER’s sole discretion immediately.
(b) Unpaid Accounts and Late Fees. Any outstanding balance on your Account (including accumulated late fees) unpaid for 30 days after the invoice date will accrue late fees (commencing on the invoice date) at a rate of the lesser of (a) 1.8% per month (21.681% per annum compounded) on the total amount overdue and (b) the maximum amount permitted by law.
c) Suspension of Unpaid Accounts. Without affecting SITEMASHER’s rights to terminate in accordance with §10, if there is an unpaid balance on your Account over 10 days in arrears, SITEMASHER reserves the right to suspend your Account or your access to the Service until you make such arrangements to pay the balance owing in full, without affecting your obligation to pay all amounts outstanding. Any Accounts with balances outstanding for more than 30 days will be sent to collections and will be subject to other collection charges.
6. Cancellations and Modifications to your Subscription Service. To cancel an Account or any Service, you must give notice of cancellation in accordance with the procedures described on the Website. All Subscription Services cancellations and upgrades in services will be made effective immediately. All Subscription Services downgrades will be made effective at the end of the billing period in which the request is received. For greater clarity, Service-Based Fees will not be calculated on a prorated basis for any billing period due to a cancellation or downgrade, but prorated Service-Based Fees will apply to new or upgraded Subscription Services.
7. No Refunds. All amounts paid or pre-paid to SITEMASHER in respect of your Account are non-refundable.
8. Usage. You shall be responsible for all fees described herein incurred in respect of your Account, and for all usage of Subscription Services, whether incurred by you or other users. It is your, and not SITEMASHER’s, responsibility to track the use of your Account, including tracking any measurable units or charges that may be used in relation to your Account.
9. Limitation Period for Billing Disputes. Unless you notify SITEMASHER of any errors, discrepancies or irregularities in any invoice within 30 days after they first appear on your invoice, such bill or invoice will be deemed accepted by you for all purposes and you agree to release SITEMASHER from any and all liability and claims of loss resulting from such errors, discrepancies or irregularities.
10. Failure to Bill. Any inadvertent failure of SITEMASHER to provide you with a bill or invoice pursuant to this Agreement does not affect your responsibility to pay any incurred charges.
11. Authorization. Your right to use the Subscription Services is subject to any limits established by your credit card issuer or financial institution, if applicable. You expressly authorize SITEMASHER or its agents to charge all fees and charges incurred by you under this Agreement to such payment method and such authorization will survive termination of this Agreement until there are no charges owing by you under this Agreement.
12. Currency. Unless otherwise expressly stated all monetary amounts expressed in this Agreement are in United States dollars.
13. Taxes. All subscription orders within British Columbia will be charged 7% Provincial Sales Tax. All other orders within Canada will be charged 5% GST.