Terms Conditions

The initial term of this Agreement shall be as set forth in the Order Form (the "Initial Term"). The Initial Term shall begin upon commencement of the Services to Customer. After the Initial Term, this Agreement shall automatically renew. ADDITIONALLY AFTER THE INITIAL TERM, YOU ACKNOWLEDGE, AGREE AND AUTHORIZE HGWS TO AUTOMATICALLY BILL AND/OR CHARGE ON YOUR CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN THIS SECTION. The Initial Term and all successive renewal periods shall be referred to, collectively, as the "Term".

This Agreement may be terminated

If you cancel this Agreement, upon proper notice to HGWS, prior to the end of the Initial Term or any Term thereafter,

HGWS may terminate this Agreement, without penalty,

Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. The provisions of Sections 2(e), 3, 4, 8, 10, 11, 13 and 15 of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement. Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which HGWS may be entitled.

Customer is solely responsible for the quality, performance and all other aspects of the Customer Content and the goods or services provided through the Customer Web site.

Customer will cooperate fully with HGWS in connection with HGWS’s performance of the Services. Customer must provide any equipment or software that may be necessary for Customer to use the Services. Delays in Customer’s performance of its obligations under this Agreement will extend the time for HGWS’s performance of its obligations that depend on Customer’s performance on a day for day basis. Customer will notify HGWS of any change in Customer’s mailing address, telephone, e-mail or other contact information.

Customer assumes full responsibility for providing end users with any required disclosure or explanation of the various features of the Customer Web site and any goods or services described therein, as well as any rules, terms or conditions of use.

Because the Services permit Customer to electronically transmit or upload content directly to the Customer Web site, Customer shall be fully responsible for uploading all content to the Customer Web site and supplementing, modifying and updating the Customer Web site, including all back-ups. Customer is also responsible for ensuring that the Customer Content and all aspects of the Customer Web site are compatible with the hardware and software used by HGWS to provide the Services, as the same may be changed by HGWS from time to time. Specifications for the hardware and software used by HGWS to provide the Services will be available on HGWS’s Web site. Customer shall periodically access HGWS’s Web site to determine if HGWS has made any changes thereto. HGWS shall not be responsible for any damages to the Customer Content, the Customer Web site or other damages or any malfunctions or service interruptions caused by any failure of the Customer Content or any aspect of the Customer Web site to be compatible with the hardware and software used by HGWS to provide the Services.

Customer is solely responsible for making back-up copies of the Customer Web site and Customer Content.

Customer hereby represents and warrants to HGWS, and agrees that during the Initial Term and any Term thereafter Customer will ensure that:

Customer shall be solely responsible for the development, operation and maintenance of Customer's web site, online store and e-commerce activities, for all products and services offered by Customer or appearing online and for all contents and materials appearing online or on Customer's products, including, without limitation

Customer grants HGWS the right to reproduce, copy, use and distribute all and any portion of the Customer Content to the extent needed to provide and operate the Services.

In addition to transactions entered into by Customer on Your behalf, Customer also agrees to be bound by the terms of this Agreement for transactions entered into on Customer’s behalf by anyone acting as Customer’s agent, and transactions entered into by anyone who uses Customer’s account, whether or not the transactions were on Customer’s behalf.

digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Customer Content; and

make archival or back-up copies of the Customer Content and the Customer Web site.

Except for the rights expressly granted above, HGWS is not acquiring any right, title or interest in or to the Customer Content, all of which shall remain solely with Customer.

HGWS, in its sole discretion, reserves the right (1) to deny, cancel, suspend, transfer or alter, modify, correct, amend, change, program, or take any other corrective action to protect the integrity and stability of the Services (including altering, modifying, correcting, amending, changing, programming, or taking any other corrective action regarding any malicious code, software or related abusive activity, Customer’s Content and/or web site(s)), and/or (2) to comply with any applicable laws, government rules, or requirements, requests of law enforcement, or to avoid any liability, civil or criminal. Customer further agrees that HGWS shall not be liable to Customer for any loss or damages that may result from such conduct.

Customer will pay to HGWS the service fees for the Services in the manner set forth in the Order Form.

HGWS may increase the Service Fees (i) in the manner permitted in the service description and (ii) at any time on or after expiration of the Initial Term by providing ten (10) days prior written notice thereof to Customer.

The Service Fees do not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority with respect to the Services or any software provided hereunder (excluding any tax on HGWS’s net income). All such taxes will be added to HGWS’s invoices for the fees as separate charges to be paid by Customer. All fees are fully earned when due and non-refundable when paid.

Unless otherwise specified, all fees and related charges shall be due and payable within thirty (30) days after the date of the invoice. If any invoice is not paid within seven (7) days after the date of the invoice, HGWS may charge Customer a late fee of \$15.00 for; in addition any amounts payable to HGWS not paid when due will bear interest at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less.

If HGWS collects any payment due at law or through an attorney at law or under advice therefrom or through a collection agency, or if HGWS prevails in any action to which the Customer and HGWS are parties, Customer will pay all costs of collection, arbitration and litigation, including, without limitation, all court costs and HGWS’s reasonable attorneys’ fees.

If any check is returned for insufficient funds HGWS may impose a processing charge of \$25.00.

In the event that any amount due to HGWS remains unpaid seven (7) days after such payment is due, HGWS, in its sole discretion, may immediately terminate this Agreement, and/or withhold or suspend Services.

There may be a \$50.00 charge to reinstate accounts that have been suspended or terminated.

Wire transfers will be assessed a \$30.00 charge.

Customer acknowledges and agrees that HGWS may pre-charge Customer's fees for the Services to its credit card supplied by Customer during registration for the Initial Term.

grants to HGWS a license to cache the entirety of the Customer Content and Customer's web site, including content supplied by third parties, hosted by HGWS under this Agreement and

agrees that such caching is not an infringement of any of Customer's intellectual property rights or any third party's intellectual property rights.

If Customer signs up to register and park a domain name with HGWS, Customer agrees to pay HGWS the annual fee a set forth on our web site (the "Parked Page Services"). Customer’s annual billing date will be determined based on the month Customer establishes the Parked Page Services with HGWS. Payments are non-refundable. If for any reason HGWS is unable to charge Customer’s payment method for the full amount owed HGWS for the service provided, or if HGWS is charged a penalty for any fee it previously charged to Your payment method, Customer agrees that HGWS may pursue all available remedies in order to obtain payment. Customer agrees that among the remedies HGWS may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to Customer of Customer’s service. HGWS reserves the right to charge a reasonable service fee for administrative tasks outside the scope of its regular services. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, and disputes that require legal services. These charges will be billed to the payment method we have on file for Customer.

Customer agrees to be responsible for notifying HGWS should Customer desire to terminate use of any of the Parked Page Services, including, but not limited to, those purchased. Notification of Customer’s intent to terminate must be provided to HGWS no earlier than thirty (30) days prior to Customer’s billing date but no later than ten (10) days prior to the billing date. In the absence of notification from Customer, HGWS will automatically continue the Parked Page Services indefinitely and will charge Customer’s payment method that is on file with HGWS, at HGWS's then current rates. It is Customer’s responsibility to keep their payment method information current, which includes the expiration date if using a credit card. In the event Customer terminates the Parked Page Services, moving their web site off of the HGWS hosting servers is Customer’s responsibility. HGWS will not transfer or FTP such web site to another provider. Any change by Customer of their name-server is not deemed cancellation of the Parked Page Services.

HGWS will provide Customer with the Parked Page Services as long as Customer abides by the terms and conditions set forth herein and in each of HGWS's policies and procedures.

By using any of the Parked Pages Services, Customer agrees that HGWS may point the domain name or DNS to one of HGWS's or HGWS's affiliates web pages, and that they may place advertising on Customer’s web page and that HGWS specifically reserves this right. Customer shall have no right to any compensation and shall not be entitled and shall have no right to receive any funds related to the monetization of Customer’s Parked Pages.

Customer agrees to indemnify and hold harmless HGWS for any complications arising out of use of the Parked Page Services, including, but not limited to, actions HGWS chooses to take to remedy Customer’s improper or illegal use of a web site hosted by HGWS. Customer agrees it is not be entitled to a refund of any fees paid to HGWS if, for any reason, HGWS takes corrective action with respect to any improper or illegal use of the Parked Page Services.

If a dispute arises as a result of one or more of Customer’s Parked Pages, Customer will indemnify, defend and hold HGWS harmless for damages arising out of such dispute. Customer also agrees that if HGWS is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a web site hosted by HGWS, that HGWS, in its sole discretion, may take whatever action HGWS deems necessary regarding further modification, assignment of and/or control of the web site to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.

HGWS hereby grants to Customer a limited, non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use HGWS technology, products and services solely for the purpose of accessing and using the Services. Customer may not use HGWS’s technology for any purpose other than accessing and using the Services. Except for the rights expressly granted above, this Agreement does not transfer from HGWS to Customer any HGWS technology, and all rights, titles and interests in and to any HGWS technology shall remain solely with HGWS. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the HGWS.

HGWS owns all right, title and interest in and to the Services and HGWS's trade names, trademarks, service marks, inventions, copyrights, trade secrets, patents, know-how and other intellectual property rights relating to the design, function, marketing, promotion, sale and provision of the Services and the related hardware, software and systems ("Marks"). Noting in this Agreement constitutes a license to Customer to use or resell the Marks.

HGWS represents and warrants to Customer that the Services will be performed (a) in a manner consistent with industry standards reasonably applicable to the performance thereof; (b) at least at the same level of service as provided by HGWS generally to its other customers for the same services; and (c) in compliance in all material respects with the applicable Service Descriptions. Customer will be deemed to have accepted such Services unless Customer notifies HGWS, in writing, within thirty (30) days after performance of any Services of any breach of the foregoing warranties. Customer’s sole and exclusive remedy, and HGWS’s sole obligation, for breach of the foregoing warranties shall be for HGWS, at its option, to re-perform the defective Services at no cost to Customer, or, in the event of interruptions to the Services caused by a breach of the foregoing warranties, issue Customer a credit in an amount equal to the current monthly service fees pro rated by the number of hours in which the Services have been interrupted. HGWS may provision the Services from any of its data centers and may from time to time re-provision the Services from different data centers.

The foregoing warranties shall not apply to performance issues or defects in the Services (a) caused by factors outside of HGWS’s reasonable control; (b) that resulted from any actions or inactions of Customer or any third parties; or (c) that resulted from Customer’s equipment or any third-party equipment not within the sole control of HGWS. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, HGWS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND HGWS HEREBY EXPRESSLY DISCLAIMS THE SAME. WITHOUT LIMITING THE FOREGOING, ANY THIRD-PARTY SOFTWARE PROVIDED TO CUSTOMER HEREUNDER IS PROVIDED "AS IS" WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. HGWS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

Independent Contractor. HGWS and Customer are independent contractors and nothing contained in this Agreement places HGWS and Customer in the relationship of principal and agent, master and servant, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.

Governing Law; Jurisdiction. Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon arising from an alleged tort, shall be governed by the substantive laws of the State of New South Wales. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. ANY SUIT, ACTION OR PROCEEDING CONCERNING THIS AGREEMENT MUST BE BROUGHT IN A STATE OR FEDERAL COURT LOCATED IN NEW SOUTH WALES, AUSTRALIA, AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Headings. The headings herein are for convenience only and are not part of this Agreement.

Entire Agreement; Amendments. This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby. In case of a conflict between this Agreement and any purchase order, service order, work order, confirmation, correspondence or other communication of Customer or HGWS, the terms and conditions of this Agreement shall control. No additional terms or conditions relating to the subject matter of this Agreement shall be effective unless approved in writing by any authorized representative of Customer and HGWS. This Agreement may not be modified or amended except by another agreement in writing executed by the parties hereto; provided, however, that these Terms of Service may be modified from time to time by HGWS in its sole discretion, which modifications will be effective upon posting to HGWS's web site.

Severability. All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

Notices. All notices and demands required or contemplated hereunder by one party to the other shall be in writing and shall be deemed to have been duly made and given upon date of delivery if delivered in person or by an overnight delivery or postal service, upon receipt if delivered by facsimile the receipt of which is confirmed by the recipient, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid, to the addresses or facsimile numbers set forth below the parties’ signatures. Either party may change its address or facsimile number for purposes of this Agreement by notice in writing to the other party as provided herein. HGWS may give written notice to Customer via e-mail to the Customer’s e-mail address as maintained in HGWS’s billing records.

Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.

Assignment; Successors. Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of HGWS. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. HGWS may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Customer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Limitation of Actions. No action, regardless of form, arising by reason of or in connection with this Agreement may be brought by either party more than two years after the cause of action has arisen.

Counterparts. If this Agreement is signed manually, it may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If this Agreement is signed electronically, HGWS’s records of such execution shall be presumed accurate unless proven otherwise.

Force Majeure. Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.

No Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights, legal or equitable, in any Person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, Customer acknowledges and agrees that Microsoft, and any supplier of third-party supplier that is identified as a third-party beneficiary in the Service Description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products or services against Customer as if it were a party to this Agreement.

Government Regulations. Customer may not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the Australia in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the Australia government and any country or organization of nations within whose jurisdiction Customer operates or does business.

Marketing. Customer agrees that during the term of this Agreement HGWS may publicly refer to Customer, orally and in writing, as a customer of HGWS. Any other public reference to Customer by HGWS requires the written consent of Customer