These Terms of Service (the "Agreement") set forth the terms and conditions of your use of our hosting and related services ("Services"). In this Agreement "You" and "Your" refer to You as the user of Our Services, or any agent, employee, servant or person authorized to act on Your behalf. "We", "us" and "our" refer to Stack Overlap LLC, as well as any subsidiaries (“Stack Overlap”). This Agreement explains Our obligations to You, and explains Your obligations to Us for the various services or products offered by Stack Overlap (“Services”). When You use Your account or permit someone else to use it to purchase or otherwise acquire access to additional Services or to cancel Your Services (even if We were not notified of such authorization), You signify Your agreement to the terms and conditions contained in this Agreement.
Stack Overlap only provides services to users that agree to honor our terms and conditions. We reserve the right to cancel your account if it is found to be in violation of any of our policies. These terms and conditions may be modified or completely rewriten in the future if deemed necessary to clarify and improvement our written policies. We will attempt to notify you in advance through our website when a modification to the policy is made. Continued use of our service(s) signifies continued agreement to these terms.
If You have purchased Services from Stack Overlap, the terms and conditions of this Agreement shall continue in full force and effect as long as You take advantage of and use the Services. By continuing to use the Services after any revision to this Agreement or change in services, you agree to abide by and be bound by any such revisions or changes.
It is Your responsibility to provide accurate information to Stack Overlap. You agree to maintain accurate information by providing updates, as needed, while You are using the Services. If You provide any information that is inaccurate, not current, false, misleading or incomplete, or if Stack Overlap has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, Stack Overlap has the absolute right, in its sole discretion, to terminate its Services and close Your account.
You should use all Services for lawful purposes only. You agree to maintain Your website in full compliance with the terms and conditions set forth in the AUP. By using any Services, You agree:
At its discretion, Stack Overlap can remove any content we determine to be prohibited by this agreement or our Terms and Conditions. No backups will be kept of removed content.
We are a hosting company, and we provide support for website hosting, email or other services purchased directly through us. We want you to thoroughly enjoy your service with us, but we unfortunately cannot provide support for general issues and questions involving computers, smart phones, web browsers, email software, or other devices and software, for which we likely have no reasonable ability to confirm or resolve the issue presented. A very reasonable effort will be made to assist with configuration and usage related to our services at no additional charge to you. Support overages may be incurred in a month with excessive support time for causes not within our control, for example problems on your premises caused by computer viruses, locally installed spam filters, onsite firewalls, and Outlook plugin issues, but you will be informed before fees are incurred. Extended support may be available if agreed to separately.
We issue invoices electronically. Our payment terms are defined on each quote and invoice, otherwise payments are due Net 30. All proposals and invoices are in USD and payments will be made in USD or at the equivalent conversion rate at the date the transfer is made. You agree to pay all charges associated with international transfers of funds. We reserve the right to charge interest on all overdue debts at the rate of 1.5% per month or part of a month.
A credit or debit card on file is required for recurring services, such as hosting, domain registrations, security certificates, and service contracts. Payment by check is acceptable, in which case the credit or debit card will serve as a backup funding method to be automatically charged when payment is due. Failure to pay for these services on time may result in automatic suspension or termination of the service.
Payments will be first applied to domain registrations, security certificates, and hosting services (in that order) to keep them current, then to finance charges, and finally to project invoices. An account must be in good standing to transfer it or close it.
Refunds are issued in accordance to our refund policy, which generally states refunds are available for unused services only. Read our full Refund Policy: https://www.stackoverlap.com/refund-policy
You guarantee that all elements of text, images, or other artwork you use with services provided by us are either owned by you, or that you have permission to use them. This includes all content and images provided, content our servers are instructed to retrieve from sources available on the Internet, such as other sites or stock media repositories, and content provided by automatic sources such as Facebook, Twitter, and RSS feeds. Ultimately, the content on your website is your responsibility, and we will not be held liable for claims of copyright infringement. If we believe the use of specific content may result in copyright infringement, we may at our discretion refuse to allow that content without a copyright release letter on file. If you choose to comply with a takedown notice received from a copyright holder, we will act on your request to satisfy the takedown notice with urgency once it is received by us. If a lawful order is received to remove content from your site, we will act on your behalf with or without prior notice to you.
It is your responsibility to keep your domain registration and contact information (WHOIS) current, and we can assist with this. We will not automatically renew your domain without payment. It is recommended to stay at least one year ahead on your domain expiration by registering for two or more years up front and then renewing annually. We will make every effort possible to contact you regarding an expiring or expired domain.
You are responsible for security of Your password. Stack Overlap will not change passwords to any account without proof of identification, which is satisfactory to Stack Overlap, which may include written authorization with signature. In the event of any partnership break-up, divorce, or other legal problems that includes You, You understand that Stack Overlap will remain neutral and may put the account on hold until the situation has been resolved. Under no circumstances will Stack Overlap be liable for any losses incurred by You during this time of determination of ownership, or otherwise. You agree to defend (through counsel of Our choosing), indemnify, and hold harmless Stack Overlap from any and all claims arising from such ownership disputes. If you are required to supply or transmit sensitive information to Stack Overlap you should take all due precautions to provide any sensitive information over a secure communication channel.
Stack Overlap maintains backups intended for disaster recovery scenarios. It is your responsibility to maintain backups of all of your data in the even you need to recover a lost file. Your storage provided by Stack Overlap is not usable as backup space for your personal files unless you have purchased a service from Stack Overlap specifically intended to function as a backup service. Using our storage space as a backup is considered a violation of our Acceptable Use Policy.
The Services offered by Stack Overlap are being provided on an "AS IS" and Stack Overlap expressly disclaims any and all warranties, whether express or implied, including without limitation any implied warranties of merchantability or fitness for a particular purpose and non-infringment, to the fullest extent permitted or authorized by law. Without limitation of the foregoing, Stack Overlap expressly does not warrant that the Stack Overlap Services will meet Your requirements, function as intended, or that the use of the provided Services will be uninterrupted or error free. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. No advice or information, whether oral or written, obtained by you from Stack Overlap shall create any warranty not expressly made herein. You agree that Stack Overlap will not be liable for any (i) suspension or loss of the Services, except to the limited extent that a remedy is provided under this Agreement; (ii) interruption of business; (iii) access delays or access interruptions to the website(s) provided through or by the Services; (iv) loss or liability resulting from acts of god; (v) data non-delivery, mis-delivery, corruption, destruction or other modification; (vi) events beyond the control of Stack Overlap; (vii) the processing of Your application for Services; or (viii) loss or liability resulting from the unauthorized use or misuse of Your account identifier or password.
In no event shall Stack Overlap be liable for any or all direct, indirect, incidental, special, exemplary or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including, but not limited to, negligence or otherwise) arising in any way out of the use of the Services, even if Stack Overlap is aware of or has been advised of the possibility of such damages.
In addition, You specifically acknowledge and agree that any cause of action arising out of or related to Stack Overlap or the Services provided by Stack Overlap must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred.
In addition, You specifically acknowledge and agree that in no event shall Stack Overlap's total aggregate liability exceed the total amount paid by You for the particular Services that are the subject of the cause of action.
The foregoing limitations shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of these Terms of Service or Your use of Stack Overlap or its Services offered.
No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of Stack Overlap.
Accordingly, You for Yourself and all of Your heirs, personal representatives, predecessors, successors and assigns, hereby fully release, remise, and forever discharge Stack Overlap and all affiliates of Stack Overlap, and all officers, agents, employees, and representatives of Stack Overlap, and all of their heirs, personal representatives, predecessors, successors and assigns, for, from and against any and all claims, liens, demands, causes of action, controversies, offsets, obligations, losses, damages and liabilities of every kind and character whatsoever, including, but not limited to, any action omission, misrepresentation or other basis of liability founded either in tort or contract and the duties arising thereunder, whether known or unknown, relating to or arising out of, or in any way connected with or resulting from, the Services and Your acquisition and use thereof, including, but not limited to, the provision of the Stack Overlap products and/or services by Stack Overlap and its agents and employees. Further, You agree to defend, indemnify and hold harmless Stack Overlap and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of (i) any breach of any representation or warranty provided in this Agreement, or as provided by Stack Overlap's AUP or any other agreement that has been incorporated by reference herein; (ii) the Services or your use of the Services, including without limitation infringement or dilution by You or by another using the Services from Your computer; (iii) any intellectual property or other proprietary right of any person or entity; (iv) any information or data You supplied to Stack Overlap, including, without limitation, any misrepresentation in Your application, if applicable; (v) the inclusion of metatags or other elements in any website created for you or by you via the Services; (vi) any information, material, or services available on your licensed Stack Overlap website; or (vii), any negligence or willful misconduct by You, or any allegation that Your account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets.
This indemnification is in addition to any indemnification required of You elsewhere. Should Stack Overlap be notified of a pending law suit, or receive notice of the filing of a law suit, Stack Overlap may seek a written confirmation from You concerning Your obligation to defend, indemnify Stack Overlap. Such written confirmation may include the posting of performance bonds or other guarantees. Your failure to provide such a confirmation may be considered a breach of this agreement. You agree that Stack Overlap shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify Stack Overlap of any such claim promptly in writing and to allow Stack Overlap to control the proceedings. You agree to cooperate fully with Stack Overlap during such proceedings. The terms of this section will survive any termination or cancellation of this Agreement.
Stack Overlap expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any account or any Services (including the right to cancel or transfer any domain name registration) for any reason (as determined by Stack Overlap in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by Stack Overlap in offering or delivering any Services (including any domain name registration); (ii) to protect the integrity and stability of, and correct mistakes made by, any domain name registry; (iii) to assist with our fraud and abuse detection and prevention efforts; (iv) to comply with applicable local, state, national and international laws, rules and regulations; (v) to comply with requests of law enforcement, including subpoena requests; (vi) to comply with any dispute resolution process; (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, or (viii) to avoid any civil or criminal liability on the part of Stack Overlap, its officers, directors, employees and agents, as well as Stack Overlap's affiliates.
In the event that Stack Overlap need exercise any of its rights expressed herein to investigate any potential breach or violation of the terms and conditions of this Agreement, service fees may continue to accrue on your accounts, and you will continue to remain responsible for the payment of any service fees that accrue during the relevant period.
Except as otherwise set forth in this agreement or any similar policy with respect to any dispute regarding the Services provided under this Agreement, Your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of Louisiana.
You agree that any notices required to be given under this Agreement by Us to You will be deemed to have been given if delivered in accordance with the account and/or domain name Whois information You have provided. You acknowledge that it is Your responsibility to maintain current contact information in the account and/or domain name Whois information You have provided.
You attest that you are of legal age (18 or over) to enter into this Agreement.
In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.
Except as otherwise set forth herein, Your rights under this Agreement are not assignable or transferable. Any attempt by Your creditors to obtain an interest in Your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at Our option. You agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes any of the Services (or portion thereof) without Stack Overlap's prior express written consent.
Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over Stack Overlap, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected party, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, Stack Overlap may immediately terminate this Agreement.
This Agreement, together with all modifications, constitutes the complete and exclusive agreement between You and Us, and supersede and govern all prior proposals, agreements, or other communications. This Agreement may not be amended or modified by You except by means of a written document signed by both You and an authorized representative of Us. By applying for Stack Overlap's services through the online application process or otherwise, or by using the Services under this Agreement, you acknowledge that you have read and agree to be bound by all terms and conditions of this Agreement and documents incorporated by reference.
If you have questions about Stack Overlap's terms of service, send an email to firstname.lastname@example.org, or contact us in writing via any of the ways described at https://www.stackoverlap.com.