Spirit Servers, Domain Name Registeration, Web Hosting and E-Commerce

Please read this agreement in its entirety and choose 'I Agree' or 'I Don't Agree'' at the bottom. By choosing 'I Agree' you acknowledge you have read and agreed to all the conditions disclosed by the Provider as contained in this Agreement. All users of our service will be bound by this agreement.

This User Agreement (the 'Agreement') governs the terms of the use by Client of services offered by Spirit Servers ('Provider').

Client agrees to receive access to the Virtual Server services according to the following terms and conditions:

Selection of Service Plan. Client will select one of the Domain Name Registeration and Hosting service plans ("the Services") offered by Provider, and agrees to receive the Services according to the service plan selected.

Domain Name Registration terms.
a. We do not warrant or guarantee that the domain name applied for will be registered in your name or is capable of being registered by you. Accordingly, you should take no action in respect of your requested domain name(s) until you have been notified that your requested domain name has been registered.

b. Both the registration of the domain name and its ongoing use are subject to the relevant naming authority's terms and conditions of use and you are responsible for ensuring that you are aware of those terms and conditions and can and do comply with them. You irrevocably waive any claims you may have against us in respect of the decision of a naming authority to refuse to register a domain name and, without limitation agree that the administration charge paid by you to us shall be non-refundable in any event.

c. We accept no responsibility in respect of the use of a domain name by you and any dispute between you and any other individual or organisation regarding a domain name must be resolved between the parties concerned and we will take no part in any such dispute. We reserve the right, on our becoming aware of such a dispute, at our sole discretion and without giving any reason, to either suspend or cancel the domain name, and/or to make appropriate representations to the relevant naming authority.

Payment for Services. Client will pay for the Services provided under this Agreement by business check, a company check, a bank check or credit card authorisation provided to Provider. When initiating the Services, Client will be charged the published setup fee for the Services selected, as well as a pro rated partial month charge according to the service plan for the number of days remaining in the calendar month from the time of initiation of the Services until the end of the month in which the Services are initiated. On or about the first day of every month thereafter, Client's credit card will be charged for service period payment for the Services according to Provider's published schedule. If this Agreement is terminated on some day other than the last day of the month, Client will be obligated to pay for only the pro rata portion of the monthly service plan charge for the month in which the Services are terminated.

The Provider reserves the right to unilaterally vary the terms, fees and conditions contained in this Agreement at any time without prior notification to the Client of its intention to do so. However, upon any variation the Client will be issued with a notice from the Provider detailing any variations made and the Client will be deemed to have accepted any such variation unless written notice of termination is given to the Provider within seven (7) days of receipt of such notification

Term. This Agreement may be terminated by Client or Provider at any time without prior notice and without cause. If either party is in default under this Agreement (including nonpayment), then the non-defaulting party may also immediately terminate the Agreement without prior notice to the other party.

Compliance with Law. Client will use the Services offered by Provider in a manner consistent with all applicable Local, State and Federal laws and regulations.

File Back-up. Provider is not responsible for Client's files residing on Provider's servers. Client is solely responsible for independent backup of data stored on Provider's servers.

Prohibition of Publication of Certain Material. Client shall not knowingly or unknowingly submit to Provider for publication through the Services any of the following material (including pictures, links, or any other content):
(a) any material which violates or infringes any copyright, trademark, trade secret, patent, statutory, common law or other proprietary rights of others;
(b) any material that is libelous or slanderous;
(c) any material which is or contains anything obscene or pornographic; or of adult nature;
(d) distribution lists to be used via unsolicited electronic mail or other mass electronic mailings including but not limited to: mass-newsgroup postings, SPAM and unsolicited email sent from your server, or any other service on the Internet, which contains your domain name or any other domain name on our network
(e) any material, virus, Trojan Horse or other program which is designed to damage, destroy or harm in any way both hardware and/ or software of the computer and electronic operating systems of any third party.

Any violation of the above conditions will result in termination of Client's account.

Provider does not screen in advance Client's material submitted to Provider for publication. Provider's publication of material submitted by Client does not create any express or implied approval by Provider of such material, nor does it indicate that such material complies with the terms of this Agreement. Due to the public nature of the Internet, all material submitted by Client for publication through the Services will be considered publicly accessible and the Provider makes no warranties as to the confidentiality or secrecy of any information submitted for publication whether or not the Client expressly informs the Provider or it can be reasonably inferred such information is confidential.

DISCLAIMER OF WARRANTIES. PROVIDER'S SERVICES ARE PROVIDED ON AN 'AS IS, AS AVAILABLE' BASIS. AS FAR AS POSSIBLE AT LAW THE PROVIDER SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, EVEN IF PROVIDER HAS BEEN ADVISED BY CLIENT OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. IF PROVIDER'S SERVICES TO CLIENT IS DISRUPTED OR MALFUNCTIONS FOR ANY REASON, PROVIDER SHALL NOT BE RESPONSIBLE FOR LOSSES OF INCOME DUE TO DISRUPTION OF SERVICES, BEYOND THE FEES PAID BY CLIENT TO PROVIDER FOR SERVICES, DURING THE PERIOD OF DISRUPTION OR MALFUNCTION.

Limitation/Disclaimer of Liability. Provider is not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network provider or its customers may utilise.

Provider does not represent or warrant to Client that Client will receive continual and uninterrupted Services during the term of this Agreement. In no event shall Provider be liable to Client for any damages resulting from or related to any failure or delay of Provider to provide Services under this Agreement if such delays or failures are due to strikes, riots, fire, inclement weather, acts of God, theft or vandalism or other causes beyond Provider's control, as defined by standard practices in the industry. Such failure or delay shall not constitute a default under this Agreement.

Neither the Provider, its directors, servants, agents or employees shall be in any way liable for any loss or damage of any nature whatsoever suffered, whether arising directly or indirectly, by the Client or any person related to or dealing with the Client out of, in connection with or reasonably incidental to the provision of the Services by the Provider to the Client.

Indemnity. Client agrees to defend, indemnify and hold Provider harmless from and against any and all claims, losses, liabilities and expenses (including attorneys' fees) related to or arising out of the Services provided by Provider to Client under this Agreement, including without limitation claims made by third parties (including customers of Client) related to any false advertising claims, liability claims for products or services sold by Client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided hereunder, or for any content submitted by Client for publication by Provider, but excluding those related to the negligence of Provider.

Resale of Provider's Service. If Client acts as a 'reseller' of the services provided by Provider to Client hereunder, by Client providing similar services to its customers, then all the terms of this Agreement shall provide to the resale. Without limiting the foregoing, Client's obligations under Section 9 ('Indemnity') shall apply to any and all claims made against Client and/or Provider which arise out of the resale of Provider's Services.

Governing Law/Venue. This Agreement shall be governed by the laws of the State of New South Wales, or where applicable the Commonwealth of Australia and the parties expressly submit to the jurisdiction of the Courts of that State or, where applicable, of the Commonwealth.

Relationship of the Parties. It is agreed that no partnership, joint venture, agency or employee/employer relationship is intended by this agreement and any implication as to any such relationship is hereby expressly negative.

Taxes. If any Federal, State or Local government entity with taxing authority over the Services provided under this Agreement imposes a tax, including but not limited to a Goods and Services Tax, directly on the Services provided by Provider to Client under this Agreement (excluding any income, business and occupation, capital gain, death or inheritance, or other indirect taxes), then Provider may pass the direct amount of such cost on to Client, and Client shall promptly pay such cost.

Waiver. Any party's failure to insist on compliance or enforcement of any provision of this Agreement shall not affect its validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement.

Attorneys' Fees. If a legal proceeding is commenced to enforce or obtain a declaration of rights under this Agreement, the prevailing party in such proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred in the proceeding from the non-prevailing party, as well as any reasonable attorneys' fees and costs that the prevailing party incurred prior to commencing the proceeding.

IP Addresses. Provider maintains control and any ownership of any and all IP numbers and addresses that may be assigned to Client and reserves in its sole discretion the right to change or remove any and all IP numbers and addresses.

Cancellation. In order to stop the Services, Client must follow the cancellation procedure which can be found at http://www.spiritservers.com.au/policy/cancel.html

Refusal of Service. The Provider retains the absolute and unfettered discretion to approve or refuse the provision of the Services requested by the Client

Corporate Client. If the Client is a company;

It shall be bound by these terms and conditions in its own right as a company;

The Directors of such a corporation shall personally guarantee, jointly and severally, to the Provider, the performance of the company of the obligations under this Agreement and the Directors shall be liable in law or equity, for any breach or liability under this Agreement, whether caused by act or omission on the part of the company, its agents, servants or employees.

The Directors shall indemnify and keep indemnified the Provider, its directors, servants, agents and employees against any and all claims, suites, actions and demands of any kind and howsoever arising out of or in connection with this Agreement and the supply of those services by the Provider to the Client.

Assignment. The rights granted to the Client under this Agreement and any Services supplied is personal to the Client and is not to be assigned or transferred to any third party without the express prior consent in writing of the Provider.

Severability. Should any part of this Agreement be or become invalid, that part shall be severed from this Agreement and such invalidity shall not affect the validity of the remaining provisions of the Agreement.

Survival of Certain Provisions. Each indemnity under this Agreement is a continuing indemnity and shall constitute a separate and independent obligation of the party giving the indemnity from its other obligations under this Agreement and unless a contrary intention is indicated shall survive the termination or completion of this Agreement.

Entire Agreement. The Client acknowledges and agrees that this Agreement is the entire Agreement between the parties and excludes all oral or implied representations and terms unless such terms are agreed between the parties in writing.

-------------------------------------------------------------------