[ p o l i c i e s ]

Web Hosting Contract

1. Xenoplanet Services. Xenoplanet agrees to provide the services described in the attached Detailed Description of Services (Appendix A).
   
   
2. Xenoplanet Policies. Customer agrees to abide by all Xenoplanet Policies (Appendix B). With reasonable prior notice to Customer, Xenoplanet reserves the right to change the Policies from time-to-time, in order to accommodate the needs of its customers, changing laws, and advancing technology.
   
   
3. Payment. Customer agrees to pay Xenoplanet the amounts specified in the attached Detailed Description of Services (Appendix A).
   
   
4. Content Control. Customer will be solely responsible for creating, managing, linking, editing, reviewing, deleting and otherwise controlling all text, pictures, sound, graphics, video and other data for Customer's Website and all user-generated content which is provided on the Website (collectively the "Content"). Xenoplanet is a conduit only, and Customer has complete discretion of the Content, subject to the attached Xenoplanet Policies.
   
   
5. Uploads and Backup. Customer is solely responsible to upload the Content directly to the Website. Customer is solely responsible to maintain a complete and current copy of the Website at a location remote from Xenoplanet.
   
   
6. Ownership Rights and Licenses. Customer is the owner of Customer's Domain Name (if applicable) and all of Customer's Content. Xenoplanet is the owner of Xenoplanet' s Domain Name. Customer grants to Xenoplanet, in conjunction with Customer's Website only, a nonexclusive, nontransferable royalty-free, worldwide license to reproduce, distribute, publicly display, and digitally perform the Content and the tools and work product (such as the HTML, Java applets, CGI scripts, and ActiveX controls) for Customer's Website. Customer and Xenoplanet each grant to the other a nonexclusive, nontransferable, royalty-free, worldwide license to use the other's Domain Names, trademarks, service marks, trade names, logos, or other commercial designation for purposes of creating content directories or indexes and for marketing and promoting the Website. The licensing rights granted in this paragraph will automatically terminate with the termination of Xenoplanet's service for Customer.
   
   
7. Term. The initial term of this Agreement shall be the initial payment period (selected above). This Agreement shall automatically renew for a similar term thereafter, until terminated by either party with 30 days prior notice.
   
   
8. Termination for Cause. Customer and Xenoplanet shall each have the right to terminate this Agreement in the event of any material breach of this Agreement, or breach of the Xenoplanet Policies. Prior notice and right to cure may or may not be given, depending on the severity of the violation. For example, if Customer violates a law, no prior notice or right to cure will be required.
   
   
9. Referrals Following Termination. If Customer is required to move its Domain Name following any termination of this Agreement, Xenoplanet will, for a period of 30 days, maintain the Website's URL. At such URL, Xenoplanet will provide one Web Page (including a hypertext link) that Customer may use to direct its users to its new Website or other URL of Customer's choosing. However, Xenoplanet will have no obligation to provide such referral if Xenoplanet reasonably believes Customer was engaged in illegal activities on the Website.
   
   
10. Xenoplanet Warranties. Xenoplanet represents that it will provide the quality and quantity of services specified in the Detailed Description of Services (Appendix A).
    
    
11. Customer Warranties. Customer represents that it will not post, upload, display, or otherwise distribute on the Website any Content that: (a) infringes on any copyright or patent rights of any third party; (b) violates any law or regulation, including without limitation the laws and regulations governing export control; (c) is defamatory or trade libelous; (d) is pornographic or obscene; (e) contains viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming defects which are intended to damage a user's system or data; or (f) violates the Xenoplanet Policies.
    
    
12. Disclaimer of Warranties. EXCEPT AS SET FORTH HEREIN, XENOPLANET AND CUSTOMER EACH EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
    
    
13. Indemnification. Customer and Xenoplanet each agree to indemnify, defend and hold harmless the other from and against any third party claim, action, suit, or proceeding arising out of the inaccuracy of any respective representation stated in paragraphs 11 and 12 above. Such indemnity shall apply to all losses, damages, liabilities, and reasonable attorney's fees and costs incurred by the party receiving the benefit of this paragraph.
    
    
14. Limitations on Liability. Except for each party's respective indemnity obligations in section 13, in no event shall either party be liable for any special, incidental or consequential damages, or for interrupted communications, lost data or lost profits, arising out of or in connection with this Agreement.
    
    
15. Miscellaneous Provisions.
    
    a. This Agreement will be governed by Germany law without giving effect to principles of conflict of laws. Both parties agree to submit to jurisdiction in Germany, and that any action brought regarding the enforcement or interpretation of this Agreement shall be filed in Bad Reichenhall [BGL], Germany. The prevailing party in any action will be entitled to reasonable attorney's fees and costs.
    
    b. If any provision of this Agreement is held to be unenforceable for any reason, the remaining provisions shall remain in full force and effect.
    
    c. The waiver of any breach of this Agreement will not operate as a waiver of any other or subsequent breach.
    
    d. This Agreement, including Appendix A and B, constitutes the entire understanding and agreement between Xenoplanet and Customer. This Agreement may only be amended in writing acknowledged by both parties.
    
    e. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture, or employer-employee relationship is intended or created. Neither party shall have the power to obligate or bind the other.
    
    f. Any notices required or permitted hereunder may be given by electronic mail or fax if receipt is confirmed by the recipient, or if the notice is also sent by first class mail. Notice will be deemed given on the date the electronic mail is sent.
    

Xenoplanet reserves the right to reject this Agreement by notifying Customer by eMail within 96 hours of receipt of this Agreement. Customer will receive a 100% refund if the Agreement is rejected.

Copyright © 2000-2001, Xenoplanet