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UV Uptime Terms of Service

These Terms of Use are made as of this day, by and between UV Uptime, LLC., a Michigan corporation ("UV Uptime"), and you ("Customer").

1. Acknowledgement and Acceptance of Terms of Service

The terms of service for UV Uptime are listed below. By either clicking "I Accept" or "Register" when signing up for a UV Uptime account and/or your use of www.uvuptime.com, you agree to be bound by these terms. UV Uptime may amend or revise these Terms of Service at any time. Please review the Terms of Service regularly. Your continued access and use of www.uvuptime.com following the posting of any such changes shall automatically be deemed your acceptance of the same.

2. UV Uptime Service

The UV Uptime Service monitors one or more Internet URL's on behalf of Customer and notifies Customer if certain events occur during the monitoring process. Events for which notifications are sent are defined by Customer within the UV Uptime Customer Management Area. Notifications are sent by email, short message service (SMS), pager, fax, telephone, or any combination of stated notification options. Customer must supply the information required to set up his account, monitored URL, notifications, and notification events before Service will operate as intended.

3. Customer Representations

Customer affirms, for any URL tested by the Service through his account, that he is the legal owner of the URL, an employee of the legal owner of the URL, or has obtained express written permission from the legal owner of the URL for use of www.uvuptime.com in monitoring the URL. Customer expressly agrees to indemnify UV Uptime from any claims by a third party arising from use of www.uvuptime.com in monitoring a URL.

4. Right of Access

Customer grants UV Uptime permission to download files from any URL monitored by www.uvuptime.com as part of his account services. Customer understands that operation of the Service will involve repeated access by www.uvuptime.com to any URL monitored as part of his account services.

5. UV Uptime Charges

Customer agrees to pay UV Uptime a one-time account setup fee and then a monthly monitoring fee for each URL monitored which will vary depending on the rate plan selected.

Customer's payment method (credit card or ACH debit) will be billed on the billing anniversary date for the upcoming month, quarter or year of service, depending on the billing option selected during account creation. Customer's service will be automatically renewed at the end of each service period unless it is terminated within two business days before the next anniversary date.

If you believe UV Uptime has billed you incorrectly, you must contact us via email or in writing no later than 90 days on or after the date of the first billing statement in which the error or problem occurred or the issue will be deemed as resolved by Customer.

Customer acknowledges that UV Billing will accept payments on behalf of UV Uptime and credit card and ACH charges will appear as UV Billing. Customer further acknowledges that UV Billing has no involvement with UV Uptime and is only an authorized payment agent.

6. Limitations on Liability; Disclaimer

BY USING THIS SITE, YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS SITE AND THE INTERNET GENERALLY. THE CONTENT IS PROVIDED "AS IS," WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, AND FREEDOM FROM ERRORS, VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS.

UV UPTIME MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES UV UPTIME MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

UV UPTIME DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, CORRECTNESS, OR COMPLETENESS OF THE CONTENT, NOR THE SAFETY, RELIABILITY, TITLE, MERCHANTABILITY, CONFORMITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTENT. IT IS CUSTOMER'S SOLE RESPONSIBILITY TO INDEPENDENTLY EVALUATE THE ACCURACY, CORRECTNESS OR COMPLETENESS OF THE CONTENT ON WWW.UVUPTIME.COM.

THE TOTAL LIABILITY OF CUSTOMER OR UV UPTIME FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO AN AMOUNT EQUAL TO THE TOTAL CHARGES PAYABLE BY CUSTOMER DURING THE MONTH ANY POTENTIAL LIABILITY MAY HAVE ARISEN. UV UPTIME SHALL IN NO EVENT BE RESPONSIBLE TO, OR LIABLE TO CUSTOMER, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF THE TERMS AND CONDITIONS OF THESE TERMS OF USE; (II) YOUR ACCESS AND USE OF WWW.UVUPTIME.COM; (III) YOUR INABILITY TO ACCESS OR USE WWW.UVUPTIME.COM FOR ANY REASON; (IV) YOUR DOWNLOADING OF ANY OF THE CONTENT FOR YOUR USE; OR (V) YOUR RELIANCE UPON UV UPTIME'S ALERTING OR USE OF CONTENT.

7. Modifications to Terms of Service

UV Uptime may amend or revise these terms and conditions at any time without notification. By using www.uvuptime.com, you agree to be bound by these Terms of Service as in effect from time to time. Please review these terms and conditions regularly. Your continued access and use of www.uvuptime.com following the posting of any such changes shall automatically be deemed your acceptance of the same.

8. Modifications to Service

UV Uptime reserves the right to modify or discontinue the UV Uptime Service with or without prior notice to Customer. UV Uptime shall not be liable to Customer or any third party should UV Uptime exercise its right to modify or discontinue Service.

9. Termination

Either Customer or UV Uptime may terminate the Service with or without cause at any time and effective immediately and without prior notice. Termination shall be accompanied by a written or email notice to the other party. Notices of termination initiated by Customer can be sumbitted automatically through the UV Uptime Customer Management Area or via email addressed to cancels (at) uvuptime.com. If the information provided to UV Uptime for a URL cancellation does not match the accounts' records, cancellation may be delayed or prevented. All charges for services already rendered on date of cancellation notice must be paid in full before a cancellation will be considered complete. Service charges will extend to the end of the billing period for the canceled URL. Customer must provide UV Uptime 16 business hours notice prior to their next billing anniversary date to ensure cancellation before the next charge for the URL.

Upon termination of the Service, Customer's right to use the Service immediately ceases. Customer shall have no right and UV Uptime shall have no obligation thereafter to forward any monitoring data associated with Customer's account. Upon termination of the Service, Customer remains liable for charges up until the next billing period and for any outstanding charges from previous periods.

In no event shall UV Uptime be held liable for any indirect, incidental, or other consequential damages, (including lost profits) arising out of or in relation to this subscription or agreement or the customers' use or any one's inability to use the www.uvuptime.com services. UV Uptime shall not be liable to Customer or any third party for termination of Service.

10. Termination of these Terms of Service / Suspension of Account

Customer may terminate or opt out of these Terms of Service at any time by contacting UV Uptime at cancels (at) uvuptime.com or sending mail to the following address: UV Uptime, LLC. 820 Monroe Ave NW, Suite 323, Grand Rapids, MI 49503. Termination or opting out of these Terms of Service by Customer shall result in your loss of the right to access and use www.uvuptime.com.

UV Uptime reserves the right to suspend Service with or without cause at any time and effective immediately. Suspension will be accompanied by email notice sent to the Primary Contact listed in Customer's account information.

11. Indemnification

You shall defend, indemnify and hold harmless UV Uptime and its officers, directors, shareholders, employees, independent contractors, agents, representatives and affiliates from and against all claims and expenses, including, but not limited to, attorneys' fees, arising out of Customer's use of Service, or the violation of this TOS by Customer, or the infringement by Customer, or other user of the Service using Customer's computer, of any property or other right of any person or entity.

12. Proprietary of Rights to Content

Customer acknowledges that content, including but not limited to text, software, graphics, domain names, monitoring data, or other material presented to Customer as part of the Service ("Content") by UV Uptime, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws; therefore, Customer is only permitted to use this Content as expressly authorized by UV Uptime. Customer may not copy, reproduce, distribute, or create derivative works from this Content without expressly being authorized to do so by UV Uptime.

13. Use of Customer Company Name

UV Uptime has the right to use the (company) names of Customer for marketing or promotional purposes.

14. Free Trial Offer

UV Uptime's Free Trial is designed to allow companies to understand the Service. The period of the trial is for 14 consecutive days. After the trial, the account will automatically convert into a 30-day recurring account if a payment method (credit card or ACH) was provided during Customer's account creation. If no payment method was supplied, the account will be suspended but will remain accessible for a period not to exceed 30 days. The Free Trial is offered for 1 (one) URL only per company.

15. Governing Law; Jurisdiction and Venue

These Terms of Use are to be governed and construed in accordance with the internal laws of the State of Michigan, without regard for principles of conflicts of laws. Any civil action, claim, dispute or proceeding arising out of or relating to these Terms of Service, except for an injunctive action regarding a breach or threatened breach of any provision of these Terms of Service by Customer, shall be referred to final and binding arbitration, before a single arbitrator, under the commercial arbitration rules of the American Arbitration Association in Kent County, Michigan. The arbitrator shall be selected by Customer and UV Uptime, and if Customer and UV Uptime are unable to reach agreement on selection of the arbitrator within thirty (30) days after the notice of arbitration is served, then the arbitrator shall be selected by the American Arbitration Association. Judgment upon any award rendered by the arbitrator shall be final, binding and conclusive upon Customer and UV Uptime and your and UV Uptime's respective administrators, executors, legal representatives, successors and assigns, and may be entered in any court of competent jurisdiction. Notwithstanding the previous sentence, in no event shall either Customer or UV Uptime be entitled to punitive damages and both Customer and UV Uptime hereby waive respective rights to any punitive, special, indirect or consequential damages, including, but not limited to, damages for any loss of profit, revenue or business.

Customer agrees that any cause of action arising out of or related to Service must filed within three (3) months after the cause of action; otherwise it is agreed that such cause of action is permanently waived and the parties charged shall be forever released of all liability.

16. Miscellaneous

If any portion of these Terms of Service is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms of Service as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms of Service that is unlawful, void or unenforceable shall be stricken from these Terms of Service.

The headings contained in these Terms of Service are for convenience of reference only, are not to be considered a part of these Terms of Service, and shall not limit or otherwise affect in any way the meaning or interpretation of these Terms of Service.

All covenants, agreements, representations and warranties made in these Terms of Service, as may be amended by UV Uptime from time to time, shall survive your acceptance of these Terms of Service and the termination of these Terms of Service.

These Terms of Service represent the entire understanding and agreement between Customer and UV Uptime regarding the subject matter of these Terms of Service, and supersede all other previous agreements, understandings and/or representations regarding the same.

UV Uptime's failure to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by UV Uptime in writing.

Customer is responsible for obtaining and maintaining all telephone, computer hardware, Internet access services and other equipment or services needed to access and use www.uvuptime.com, and all costs and fees associated with Internet access or long distance charges incurred with regard to your access and use of www.uvuptime.com.