General Terms and Conditions
MEMORIES Inc. General Terms and Conditions of Service
BY SIGNING UP FOR AND/OR OTHERWISE ACCESSING ANY OF THE SERVICES OR PRODUCTS OFFERED BY MEMORIES Inc. YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THESE TERMS & CONDITIONS SUPERSEDE ALL EARLIER VERSIONS AND REQUIRE MANDATORY ARBITRATION OF DISPUTES. Please read these terms and conditions carefully, as they describe your legal rights and obligations. This agreement shall become effective as of the date of (1) your electronic signature on or acceptance of this Agreement, (2) the activation of your account or (3) your receipt of an e-mail from MEMORIES confirming your order, whichever happens first. THIS AGREEMENT IS EFFECTIVE FOR AN INITIAL TERM OF ONE MONTH (OR LONGER IF YOU HAVE A MINIMUM OR EXTENDED TERM CONTRACT) AND IS AUTOMATICALLY RENEWABLE FOR SUCCESSIVE TERMS OF THE SAME LENGTH AS THE INITIAL TERM OR FOR SUCCESSIVE ONE MONTH TERMS, AS MORE FULLY DESCRIBED IN THE TERM AND TERMINATION PROVISIONS CONTAINED IN SECTION 2. EXCEPT AS OTHERWISE PROVIDED HEREIN, EITHER YOU OR MEMORIES MAY TERMINATE THIS AGREEMENT (AND YOUR ACCESS TO YOUR ACCOUNT) AT ANY TIME WITH 30 DAYS NOTICE, OR MEMORIES MAY TERMINATE THIS AGREEMENT OR SUSPEND YOUR ACCOUNT WITH NO NOTICE FOR A BREACH OF THIS AGREEMENT. ANY AND ALL OUTSTANDING FEES (INCLUDING WITHOUT LIMITATION THOSE THAT MAY BE OWED UNDER A MINIMUM OR EXTENDED TERM PACKAGE) SHALL BE DUE AND PAYABLE UPON TERMINATION, ALL AS MORE FULLY DESCRIBED IN SECTION 2.
1. DEFINITIONS.
For the purposes of this Agreement:
1.1. "MEMORIES's Equipment" shall mean computer and telecommunications device, Internet access and/or transmission rights owned, operated, and/or maintained by MEMORIES and/or MEMORIES’s affiliates, agents, or assigns which provide the MEMORIES Inc. Services.
1.2. "MEMORIES”, "us," "we," "our" and grammatical variants thereof shall collectively refer to MEMORIES Inc. , a corporation organized and existing under the laws of the State of GA, United States of America, located at 248 Hickory Trail, Canton, GA, U.S.A.. and its assigns and successors in interest.
1.3. "MEMORIES Inc. Services" shall mean the products and services provided by MEMORIES and/or MEMORIES's affiliates, agents, or assigns at any given time, including but not limited to web hosting, e-mail, domain registration, and any associated support services, which services may be changed, amended, and/or otherwise altered at any time in MEMORIES's sole discretion.
1.4. "IONOS Software" shall mean any software provided by IONOS at any given time, whether downloaded to your computer, provided to you on CD or another form of removable media, or utilized online as part of the MEMORIES Inc. Services. The MEMORIES Software includes the program and any and all copies or portions thereof, whether standing alone or in combination with other programs, as well as the documentation and other materials delivered in connection with the software, if any.
1.5. "Bandwidth" shall refer to the rate of data transmission in bits per second using MEMORIES's Equipment.
1.6. "Content" shall mean the downloadable files which are interpreted by a client web browser for display with or without plug-ins.
1.7. "Customer Service" shall refer to communication from us to you dealing with problems or questions relating to services provided by us to you.
1.8. "Designated Agent" shall mean an individual or entity that the Prior Registrant or New Registrant explicitly authorizes to approve a Change of Registrant on its behalf.
1.9. "Fee" shall mean monies and other consideration you are obligated to pay to MEMORIES for the right to use the MEMORIES Inc. Services and Bandwidth subject to the terms and conditions of this Agreement and of the particular MEMORIES Inc. Services for which you have registered, as outlined on the then-current schedule of fees.
1.14. "Parties" shall collectively refer to MEMORIES and you.
1.16. "Suspend" or "Suspension" shall include the disabling of, releasing of, disabling of, and/or placing of a registrar lock on your domain name and the cessation of transmission of data to or from Your Web Site or via Your Services.
1.17. "Technical Support" shall refer to communications from us to you dealing with problems or questions relating to technical matters involving software or services provided by us to you.
2. TERM AND TERMINATION.
2.1. Except as otherwise provided in this Agreement, this Agreement shall be for an initial term of one month and shall be automatically renewed each month for additional one month periods unless and until sooner terminated pursuant to the provisions of this Section 2. MEMORIES may accept prepayment for services to be provided under this Agreement, but such acceptance shall not modify or extend the term of this Agreement. Notwithstanding anything herein to the contrary, MEMORIES offers certain Hosting and other Packages for which the term of this Agreement shall be in excess of one month (the "Extended Term Packages"), at the end of which this Agreement shall automatically renew for additional terms of equal length unless you turn off the auto renew function in your account, in which case this Agreement shall terminate at the end of the then-current term. You will receive notice between 30 and 60 days prior to the end of each term of your Extended Term Package that will alert you that your term is about to renew and will provide you with instructions on how to cancel if you do not wish to renew. These notices will be provided via your Customer Control Panel in the Message Board. Any and all service fees for the Extended Term Packages are NON-REFUNDABLE AND ARE DUE AND PAYABLE UPFRONT IN ADVANCE for the entire term thereof. Should you choose to terminate your Extended Term Package prior to the end its term you will not be entitled to a refund. For the purposes of this provision, any modification of the hosting package may, in the discretion of MEMORIES, be deemed a termination. Fees paid for an Extended Term Package shall be refunded to you if this Agreement is terminated by MEMORIES without cause pursuant to Section 2.2. prior to the end of the term of your Extended Term Package in an amount equal to the service fees for the remainder of the term on a prorated basis, or as otherwise agreed to in writing by MEMORIES in its sole discretion. Further notwithstanding anything herein to the contrary, MEMORIES offers certain Packages for which the initial term of this Agreement shall be in excess of one month and shall have minimum term requirements (the "Minimum Term Contract Packages"), at the end of which such initial term this Agreement shall renew automatically on a month-to-month basis pursuant to the terms herein. Any and all service fees for the Minimum Term Contract Packages are due and payable for the entire initial term thereof. Should you choose to terminate your Minimum Term Contract Package prior to the end of its term you authorize MEMORIES to charge the Payment Account for all such fees and charges for the remainder of such initial term. For the purposes of this Section, any modification of the server package may, in the discretion of MEMORIES, be deemed a termination and entitle MEMORIES to the Fees owing on the Minimum Term Contract Package.
2.2. Except as otherwise provided herein, you or MEMORIES may terminate this Agreement at any time for any reason, with or without cause, upon thirty days' written notice. You may terminate your account via the control panel or by notice to MEMORIES as set forth in Section 18.2. Should you terminate via e-mail, you must send the termination notice using the e-mail address which you provided to MEMORIES upon registration or subsequent thereto, in order to ensure the authenticity of the cancellation.MEMORIES may suspend performance under or terminate this Agreement and cease transmission of data associated with Your Web Site immediately and without notice:
2.2.1. if MEMORIES, in its sole discretion, deems that you have breached any part of this Agreement, including, without limitation, any warranty or obligation set forth in Section 8,
2.2.2. if your Payment Account provider refuses payment of fees or charges or you refuse authorization for same, or
2.2.3. if payment for the MEMORIES Inc. Services is more than fifteen days overdue.
2.4. After termination, you will no longer have access to your account and Your Data, including but not limited to e-mails, log files, databases, or other data files associated with your account may be deleted. MEMORIES accepts no liability for such deleted information or content.
3. DESCRIPTION
Subject to and conditioned upon MEMORIES’s retained rights and all other terms and conditions set forth in this Agreement, MEMORIES offers the MEMORIES Inc. Services as soon as practicable after registration for and payment of any and all fees due. You will receive a password, account and instructions upon completion of the registration process. You are responsible for maintaining the confidentiality of both your password and your account and are fully responsible for all activities that occur under your password and your account. You agree to immediately notify MEMORIES of any unauthorized uses of the account or any other breaches of security. MEMORIES cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will MEMORIES be liable, in any way, for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. The MEMORIES Inc. Services are subject to the following conditions and restrictions: