This Agreement represents a contract between LogiShare, LLC (“LogiShare”) an Ohio Limited Liability Company and You, Your heirs, agents, successors and assigns (“You”), and is made effective the date You begin utilizing Application Hosting Services (“Application Hosting”) from LogiShare, LLC. This Agreement establishes the terms and conditions of Your utilization of LogiShare Application Hosting and outlines LogiShare’s obligations to You and Your obligations to LogiShare with respect to Application Hosting. By utilizing LogiShare’s Application Hosting, You agree that you have read, understand, acknowledge and agree to be bound by all the terms and conditions of this Agreement, along with new, different or additional terms, conditions or policies, including but not limited to, LogiShare’s Universal Terms of Service which LogiShare may establish from time to time.
In addition to any transactions entered into by You or on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your agent, and transactions entered into by anyone who uses the account You have established with LogiShare, whether the transactions were made on your behalf or not. You acknowledge and agree that LogiShare’s acceptance of any application made by You for services provided by LogiShare will take place at the offices of LogiShare, LLC located in Alexandria, Ohio, USA.
LogiShare will provide dedicated Application Hosting to You for a monthly fee. You will by provided with an account or accounts on LogiShare’s servers provided that You abide by the terms and conditions set forth herein and in each of the policies and procedures established by LogiShare.
LogiShare grants to You, and You accept from LogiShare, a non-exclusive, royalty free license to copy, display, use and transmit on and via the Internet, Your content in connection with LogiShare’s performance or enforcement of this Agreement.
Subject to the terms and conditions of this Agreement, LogiShare shall use commercially reasonable efforts to provide the Application Hosting services on a twenty-four (24) per day, seven (7) day per week basis throughout the term of this Agreement. You agree that from time to time, Application Hosting may be unavailable, inoperable or inaccessible for any reason, including but not limited to:
You also agree that the Application Hosting may be inaccessible during periods of time wherein You have scheduled upgrades or modifications to service. You agree that LogiShare has no control over the availability of Application Hosting on a continuous or uninterrupted basis.
You acknowledge and agree that the additional service of creating and maintaining data backups will require additional down time. LogiShare will utilize commercially reasonable efforts to create backups of Your data located on LogiShare Servers seven (7) days each week. Data backups will be retained in a facility as determined by LogiShare for a period of not less than five (5) calendar days, and not more than fourteen (14) days. You agree that the backup service may be unavailable or inaccessible for any reason, including without limitation:
You are solely responsible for providing to LogiShare, all programs and data to be provisioned on the Application Hosting server(s). You will maintain proper licenses or other proof of ownership or right to use said software and data. LogiShare reserves the right to demand proof of license or ownership at any time.
Data transferred to or created by You on the Servers shall remain Your property. LogiShare claims no right to said data, nor will LogiShare engage in assisting any entity other than You, access to the data without Your expressed written directive to do so. You agree that LogiShare has the right to suspend and hold frozen, data owned by You during the resolution of any dispute. You further agree that LogiShare has the right to inspect any data for the purposes of enforcing representations and warranties as outlined in the TOS.
As a condition of utilizing Application Hosting services, You acknowledge and agree that LogiShare may provide Your personal information to their partners, as required to provide the services which You are purchasing.
You acknowledge and agree that You shall be obligation to provide to LogiShare, any and all information reasonably sought by LogiShare pursuant to the establishment and operation of Application Hosting for Your use.
You represent and warrant to LogiShare that Your applications and data does not and shall not contain any content, materials, data, work, trade or service mark, trade name, link, advertising or services that actually or potentially violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person and that You own Your server content and all proprietary or intellectual property rights therein, or have express written authorization from the owner to copy, use and display the content on and within Your server account. You also represent and warrant the server content being hosted by LogiShare shall not be used in connection with any illegal activity.
You agree not to engage in unacceptable use of any of Application Hosting, which includes, without limitation, use of the Application Hosting services to:
At all times, You shall bear full risk of loss and damage to Your server and all of Your server content. You are entirely responsible for maintaining the confidentiality of Your password and account information. You acknowledge and agree You are solely responsible for all acts, omissions and use under and charges incurred with Your account or password or in connection with the server or any of Your server content displayed, linked, transmitted through or stored on the server. You shall be solely responsible for undertaking measures to:
LogiShare servers are intended to provide a business service and are not an archive and LogiShare shall have no liability to You or any other person for loss, damage or destruction of your applications or data. The facilities used for Application Hosting are not intended to provide a Payment Card Industry (PCI) compliant environment and therefore should not be considered as such a facility. You agree that LogiShare and its partners have the right to conduct and carry out a forensic examination in the event of a compromise to your applications, data or Application Hosting account.
In the event of termination of this Agreement or Your use of the Application Hosting service, removing your applications and data off of LogiShare servers is Your responsibility. LogiShare will not transfer Your applications or data to another service provider. In the event that Your service is terminated out of dispute or failure to fulfill your obligations under this Agreement, LogiShare will not transfer or manage your applications or data. Furthermore, you agree that LogiShare reserves the right to suspend and freeze applications and data until such dispute is resolved or obligation fulfilled.
LogiShare will engage resources that it deems reasonable to provide technical support for the infrastructure required to provide Application Hosting. You acknowledge and agree that LogiShare is not responsible for the support of any specific application installed in Your Application Hosting environment. LogiShare agrees to make efforts as it deems reasonable to provide limited assistance to You or your designated third-party service provider for the purpose of providing technical support for your hosted applications. You agree that any third-party service provider will limit the scope of their support to specific applications, and that You are responsible for the actions of said service provider when they are granted access to the Application Hosting environment on Your behalf.
LogiShare may, at its sole discretion, provide support beyond their normal scope of responsibility, or during periods of time beyond normal operating hours. You acknowledge and agree that any such extension of service or hours of operation shall in no manner obligate LogiShare, nor create any liability for LogiShare that is otherwise excluded by the terms of this Agreement. You also acknowledge and agree that from time to time, technical support may be inaccessible or unavailable for any reason, including, without limitation:
You acknowledge and agree that LogiShare has no control over the continuous and uninterrupted availability of support.
In the event that you authorize Application Hosting to be accessed by third parties, You acknowledge and agree that LogiShare has no obligation to provide support to said third parties. Furthermore, LogiShare reserves its right to refuse service to third parties when such support might give rise to a conflict of interest between said third party and LogiShare, or between LogiShare and You. You or a delegate appointed by You and confirmed by LogiShare shall serve as the sole liaison between You and LogiShare for purposes of supporting third party users.
LogiShare explicitly reserves the right and sole discretion to modify pricing if desired by LogiShare and to establish limitations and guidelines concerning the use of support services. LogiShare may terminate support of Your account if Your use of such services is abusive or unnecessarily or illegally harasses LogiShare or third parties, or for non-payment of fees due, or if Your activities deface, defame, embarrass, harm, abuse, threaten, slander or harass third parties, or for activities prohibited by laws in territories where you conduct business, or for Your practices which encourage unlawful behavior by others. Your use of support services may be terminated if Your use of the services results in, or is the subject of, legal action or threatened or proposed legal action, even if such action is proven to be without merit.
LogiShare has no responsibility to monitor your utilization of technical support, but reserved the right in its sole discretion to do so.
If LogiShare determines that requested support falls outside of the scope of basic support required for fulfill it’s obligations under this Agreement, charges shall apply for Your use of support, and You agree to pay LogiShare for extended support at the current hourly rate in increments of thirty (30) minutes. LogiShare reserves the right to estimate such fees in advance and require full or partial payment of such fees prior to the commencement of any work being performed.
The term of this Agreement shall be for a period of six (6) months from the effective date. This Agreement may not be terminated within the first six (6) month term. After the first six (6) month term, this Agreement shall automatically renew for subsequent terms of six (6) months, until such time as LogiShare or You terminate the agreement according the conditions provided in Section 1 of the TOS.
You shall maintain accurate and timely information that identifies all authorized users of the Application Hosting Service servers (“Servers”) at all times. Such information shall be made available to LogiShare upon demand at any time, with or without advanced notice. All authorized users must be identifiable by First and Last name, place of employment or purpose for accessing Servers, a physical street address and telephone number, and an electronic mail (e-mail) address. This data must be maintained in the user directory of each Server which You are authorized to administer.
You agree that when accessing Application Hosting, or allowing others to access Application Hosting, all user activity may be monitored, recorded and disclosed for any lawful purposes, including the management and maintenance of servers, to ensure that the servers are protected against unauthorized access or utilization, and to verify security procedures, survivability and operational security.
No user, including Yourself, has any reasonable expectation of privacy while using Application Hosting. You agree that use of Application Hosting by any user, authorized or unauthorized, constitutes express consent to monitoring and recording of user activity.