Please read the following terms and conditions of the service. If you do not want to be bound by these terms and conditions, do not accept the service. We want the terms and conditions to meet your needs and the needs of our other clients, and we expect that these terms and conditions will evolve over time. We will post the terms and conditions, including any changes, on the STM Hosting Website located at http://www.stmhosting.com and we ask that you periodically review them. Your continued use of the service will constitute acceptance of any changes to the terms and conditions so posted.

1. CONTRACT TERM AND TERMINATION

This agreement becomes effective on the date it is accepted by STM HOSTING. The initial term of this agreement is determined by the pricing selected in Schedule A. This agreement automatically renews unless cancelled by you or STM HOSTING upon 10 days written notice prior to the end of the contract period of the intent to cancel this agreement.

2. ORDER ACCEPTANCE; PAYMENT

All orders are subject to acceptance by STM HOSTING. You will receive email confirmation of STM HOSTING's acceptance of your order. STM HOSTING may refuse to accept any order. Such refusal may not be unreasonable, however, and we agree to provide you with reasonable notice via email or fax of any intent to delay or decline the acceptance of any order.

You agree to pay all charges in advance for the service selected by you in Schedule A of this agreement including all monthly fees, additional product charges and optional charges incurred by you. Payment may be made by check, debit or credit card. You authorize us to automatically charge any amounts due by you to the debit/credit card provided by you. You agree that if this agreement becomes effective at any time after the 1st of the month, STM HOSTING may prorate the next invoice to reflect a full month’s charges plus a sufficient number of days to have all subsequent billing periods start on the first of the month.

STM HOSTING may change the amount of any price with thirty (30) days notice to you. Increases in disk space usage charges are automatically billed for the month the usage occurs. If STM HOSTING provides notice of a price increase, you may cancel this agreement if you notify STM HOSTING of your intent to cancel because of the increase within the 30-day notification period.

Payment for service will be made in U.S. dollars to STM HOSTING. The initial payment is due with this agreement in the amount specified in the Schedule A of this agreement. If payment in full of any invoice is not received by STM HOSTING within thirty (30) days after activation or renewal, STM HOSTING may impose a debt service charge amounting to one and one-half percent (1.5%) or the maximum allowed by law, which ever is lower, of the overdue balance for each month or fraction thereof the overdue amount remains unpaid. In the event that any amount remains unpaid for thirty (30) days after the date of the invoice, STM HOSTING may at its discretion discontinue, withhold, or suspend service.

In the event STM HOSTING discontinues service to you as a result of your breach of this agreement, you agree that STM HOSTING is entitled the full balance due under the minimum term of this agreement.

3. DUTIES OF STM HOSTING
STM HOSTING will provide the service selected in Schedule A. STM HOSTING may change the services provided under this agreement by changing the description of services on its website. Your continued use after STM HOSTING makes changes will be construed as your acceptance of the changes. You are responsible for periodically reviewing the Terms & Conditions on STM HOSTING’s website.

4. ACCEPTABLE USE POLICIES
STM HOSTING will impose an Acceptable Use Policy regarding your use of its service. The current policy can be found on STM HOSTING’s website. STM HOSTING may change any policy without prior notice to you. Violation of any provision of the Acceptable Use Policy (AUP) by you can result in the immediate termination of your service without notice.

5. LIMITATION OF STM HOSTING'S OBLIGATIONS AND LIABILITY
STM HOSTING WILL UTILIZE ITS BEST EFFORTS TO MAINTAIN ACCEPTABLE PERFORMANCE OF THE CONTRACTED FOR SERVICE, BUT STM HOSTING MAKES ABSOLUTELY NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. STM HOSTING cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via its system or via the Internet. STM HOSTING will not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted or received, or stored on its system. STM HOSTING will not be liable to you for any claims or damages which may be suffered by you or your customers, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non-delivery, or service interruptions whether or not caused by the fault or negligence of STM HOSTING. STM HOSTING will not be responsible for your Website not being accessible on the Internet due to circumstances not in the direct control of STM HOSTING such as individual Internet user's own equipment capabilities, limitations, Internet service provider limitations and/or browser software limitations. The display of your Website may vary due to the variety of Web browsers, monitors and Internet access available. In addition, your Website will not be displayed while the host server is undergoing maintenance.

STM HOSTING may discontinue any service, or may require fulfillment of any conditions STM HOSTING may choose to impose as a prerequisite for continuing any service upon thirty (30) days notice to you.

STM HOSTING's liability to you and any end user of the service or any other STM HOSTING service is limited to the amount paid to and received by STM HOSTING for service not accepted. In no event will STM HOSTING be liable to you, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if STM HOSTING has been advised of the possibility of such damage.

You will take all necessary measures to preclude STM HOSTING from being made a party to any lawsuit or claim regarding the service provided to you or any end user. You hereby agree to indemnify and hold harmless STM HOSTING from any and all claims of whatever nature brought by any of your customers against STM HOSTING in excess of the remedy set forth herein.

6. PROPERTY RIGHTS
STM HOSTING owns all right, title and interest in STM HOSTING's trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of plans and of the hardware and software systems and resources necessary to provide the individual service elements of which they consist. This Agreement does not constitute a license to you to use STM HOSTING's trade names or service marks. The copyright interest and ownership of the content of your Website will at all times remain with you.

7. DISPUTES

We will attempt to resolve all disputes arising out of this Agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices and other than injunctive relief) will be subject to arbitration upon written demand of either party. Arbitration will take place in Kansas City , Missouri , or at another location if the parties so agree. The arbitration will take place before an arbitration panel chosen as follows: The parties will each choose an arbitrator, and the two arbitrators will choose a third arbitrator and determine the third arbitrator's compensation. Each party will have one veto over the choice of the third arbitrator. The three arbitrators will schedule an informal proceeding, hear the arguments, and decide the matter by secret majority vote. Unless the arbitrators decide otherwise, each party will pay the costs of its own arbitrator, and will pay half of the other costs of the arbitration proceeding. Each party will have the right to have the proceedings transcribed. The arbitrators will not have the authority to award punitive damages or any other form of relief not contemplated in the contract. The majority of arbitrators will render a written opinion setting forth the basis on which they arrived at the decision regarding each issue submitted to arbitration; the dissenting arbitrator, if any, will not issue a dissenting opinion. Regarding each issue submitted to arbitration, the decision will be final and binding only to the extent it is accompanied by a written explanation of the basis upon which it was arrived at. Judgment upon the award, if any, rendered by the arbitrators may be entered in any court having jurisdiction thereof.

Should any legal action permissible under this Agreement be instituted to enforce the terms and conditions of this Agreement, in particular the right to collect money due on unpaid invoices, the prevailing party will be entitled to recover reasonable attorney's fees and expenses incurred at both the trial and appellate levels.

Parties may modify the arbitration clause only through a mutual, written agreement.

8. Relationship of Parties
Nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section. You are not an agent of the COMPANY and the COMPANY expressly disclaims responsibility for any conduct by you in violation of our terms of agreement.

9. Assignment
Your rights and obligations under this Agreement may not be transferred or assigned directly or indirectly without the prior written consent of STM HOSTING, which consent will not be unreasonably refused. This Agreement may be assigned to another party by STM HOSTING.

10. Applicable Law, Jurisdictional Matters
This Agreement is governed by and construed under the laws of the State of Missouri and the United States of America . The federal and state courts of the State of Missouri will have exclusive jurisdiction to adjudicate any non-arbitral dispute arising out of this Agreement.

11. Notices
All notices may be sent by email to info@stmhosting.com.

12. Entire Agreement; Modifications
This Agreement sets forth the entire Agreement and understanding between the parties and merges all prior discussion between them. Utilization of the service by you following the effective date of any change or modification of this Agreement will constitute acceptance by you of such change(s). Otherwise, this Agreement may not be modified except by of written consent of both parties.

For its own protection, Client understands and agrees that STM HOSTING will only accept changes and modifications to this agreement that are in writing and signed by the individual(s) signing this agreement for the Client.

In the event of changes in ownership of the Client’s company, equipment, Website, Domain Name or any other property covered by this agreement with STM HOSTING, Client, and Client only must notify STM HOSTING in writing of the change of ownership. STM HOSTING will then require the new owner to execute a new agreement with STM HOSTING.

13. Bandwidth
To determine the amount of bandwidth, STM HOSTING uses 95% of the average of the highest peaks. STM HOSTING adds 10% to the outbound traffic to account for inbound traffic. If the inbound traffic exceeds 10%, STM HOSTING uses the actual inbound traffic for calculating bandwidth. For Co-Located servers, STM HOSTING uses 95% of the peaks of the actual total inbound and outbound traffic. Bandwidth is NOT determined by the volume or straight average.