dotPH and its applicable affiliates and distributors ("dotPH") hereby agrees to provide, and you ("End User") hereby agree to subscribe, during the term of this Agreement, for Web hosting and telecommunications services to maintain the availability of your Web site via the Internet ("Hosting Services"). Hosting Services shall be provided by dotPH to End User in consideration for the payment of applicable fees and in accordance with terms and conditions set forth in this Agreement. End User understands that dotPH is providing Hosting Services to End User and other customers, and such services are non-exclusive, non-transferable, and only for personal and lawful use during the term of this Agreement. In the event that the End User is a corporation or other entity, then personal use shall mean an individual use by the corporation or other entity subscribing to Hosting Services under this Agreement.
End User shall pay dotPH for Hosting Services by credit card, direct debit or other such method as the parties may agree, and End User authorizes dotPH to automatically charge End User by such method on an on-going basis during the term of this Agreement. End User shall be charged in advance for Hosting Services and billing cycles shall begin on the day dotPH receives payment for the hosting plan applied for. Fees for Hosting Services shall be charged according to dotPH'then-current prices for such services which may be changed upon thirty (30) days written notice to End User.
End User agrees to be bound by the terms of this Agreement and the terms of dotPH's Policies ("dotPH Policies") which exist now or in the future may be published by dotPH at dotPHsole discretion, to: (i) advise the End User how to achieve substantially the same functionality with the Hosting Services using a procedure different from that described in the Documentation, (ii) correct the Hosting Services or Documentation, (iii) replace the Hosting Services, or (iv) if these remedies are impractical, terminate this Agreement and refund the unused fees paid by End User for such services. dotPH shall use reasonable commercial efforts to carry out all of its responsibilities under this warranty within thirty (30) days of being notified by you of a potential defect.
THIS IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY dotPH. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, dotPH AND ITS SUPPLIERS MAKE NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND dotPH AND ITS SUPPLIERS MAKE NO WARRANTY OF NONINFRINGEMENT OF THIRD PARTIES' RIGHTS WITH RESPECT TO THE HOSTING SERVICES. NO dotPH EMPLOYEE, AFFILIATE OR BUSINESS PARTNER IS AUTHORIZED TO MAKE CHANGES OF ANY KIND TO THIS WARRANTY.
NOTWITHSTANDING ANY PROVISION HEREOF TO THE CONTRARY, IN NO EVENT WILL dotPH, ITS AFFILIATES, BUSINESS PARTNERS OR SUPPLIERS BE LIABLE TO YOU FOR (1) GENERAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR (2) ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, PROFITS, GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE HOSTING SERVICES, WHETHER IN AN ACTION BASED ON ANY LEGAL THEORY, CONTRACT, TORT OR OTHERWISE, EVEN IF dotPH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL dotPH'S OR ITS SUPPLIER'S TOTAL LIABILITY FOR ANY DAMAGES IN ANY ACTION HOWEVER BASED ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE HOSTING SERVICES EXCEED THE FEE PAID TO dotPH BY END USER IN THE PRECEDING TWELVE (12) MONTHS UNDER THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
This Agreement shall have an initial term of one (1) year and shall renew automatically thereafter on a month-to-month basis until terminated upon thirty (30) days written notice by either party. The Agreement shall terminate at any time upon notice from dotPH if End User fails to comply with the terms and conditions herein. End User acknowledges and agrees that termination of this Agreement for any reason during the initial term can, at dotPH's option, result in pro rata charges according to the number of months remaining in the initial term. Termination for any reason does not alleviate End User from its obligation to pay dotPH all sums owed through the effective date of termination.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all such prior agreements and representations between them. No modification, addition or waiver of the terms and conditions of this Agreement shall be effective unless in writing and signed by an authorized representative of both parties. The terms and conditions of any purchase order or other ordering document issued by End User and accepted by dotPH in connection with this Agreement, which are in addition to or inconsistent with the terms and conditions of this Agreement are made expressly conditional on End User's assent to the terms and conditions set forth in this Agreement.
Neither party shall be liable for any failure or delay in performance due to any cause beyond its reasonable control, including, but not limited to, acts of God, or strikes.
The waiver by either party of any of the rights, obligations, limitations, terms and conditions of this Agreement shall not constitute a waiver of any past, current or future obligation to comply with such provisions and no waiver shall be effective unless made in writing and approved by an authorized representative of both parties. In the event any provision of this Agreement shall be illegal or otherwise unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, or severed, and in either event the entire Agreement shall not fail on account thereof and the balance of the Agreement shall continue in full force and effect. This Agreement shall be governed by the substantive, but not conflict, laws of the Philippines. End User irrevocably submits to the exclusive jurisdiction and venue of the courts located in Pasig City, Philippines. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
IN WITNESS WHEREOF, you have caused this Agreement to be executed by completing the electronic acceptance below and agree to the terms and conditions stated above.