HOMEADVISOR WEBSITE LICENSE AND SERVICES AGREEMENT
This HomeAdvisor Website License and Services Agreement ("Agreement") is between you, ("Customer" or "you"), and HomeAdvisor, Inc., an IAC Corporation d/b/a HomeAdvisor ("HomeAdvisor" or "we"). Customer's use of the Licensed Content, as defined below, or any products or services of HomeAdvisor constitutes Customer's acceptance of the terms of this Agreement. The term "Agreement" as used herein includes any and all Orders (defined below) executed pursuant to this Agreement.
1. Licenses
a. Content License
i. Content. Pursuant to this Agreement, HomeAdvisor will develop a website ("Website") for your use while this Agreement remains in effect which may include some or all of the following:
1. (a) content provided by HomeAdvisor (which may include web site designs, templates, graphics, fonts, illustrations and all other written or graphical content in any form), any other HomeAdvisor created content ("HomeAdvisor Content") as well as (b) content that HomeAdvisor licenses from third parties, ("Third Party Content"
2. content provided by you;
3. articles provided by HomeAdvisor (which HomeAdvisor licenses from third parties ("Articles")).
4. HomeAdvisor Content, Third Party Content, and Articles are collectively referred to herein as the "Licensed Content")
ii. License Grant. In consideration for the fees paid by you hereunder, while this Agreement remains in effect, HomeAdvisor hereby grants Customer a revocable, non-exclusive, non-sublicensable, non-transferrable, license to use, display, transmit and publish the Licensed Content and Articles solely for use in online and off-line promotion and advertising of Customer's business, and, where applicable, subject to the terms of the license under which HomeAdvisor licenses any Third Party Content or Articles from its licensors. Customer may not resell or distribute any of the Licensed Content or Articles. HomeAdvisor reserves all rights not expressly granted to Customer herein.
iii. For any content on your Website, for which your membership in an organization is a requirement to having rights to display such content (i.e. content from a trade organization), your right to display such content terminates upon your failure to maintain your membership with such organization.
iv. Not a Purchase or Sale. You acknowledge and agree that neither the Website, nor the Licensed Content is being sold to, or purchased by, you, and that HomeAdvisor, or its licensors will continue to retain sole and exclusive ownership of the Licensed Content.
v. Restrictions. You expressly agree that Licensed Content shall not be incorporated into a trademark or service mark. You agree to retain and display the copyright symbol, the name "HomeAdvisor" and the Licensed Content's HomeAdvisor SKU number (as applicable) as part of the electronic file and as otherwise contained on the original Licensed Content. You may not post the Licensed Content online in a downloadable format without the prior written consent of HomeAdvisor. The Licensed Content may not be used in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context with other materials.
vi. In certain instances HomeAdvisor is not acting as Licensor, but instead is passing the License to certain items on to you, as Customer, from a third party licensor. Examples of such an instance include the passing on of licenses to Open Source software programs, written content supplied by a third party, or that of stock photography purchased elsewhere but published on your site. You agree that you are bound by any such Third Party License Agreements that apply to your website.
b. License to HomeAdvisor Technology
i. License Grant. In consideration for the fees paid by you hereunder, HomeAdvisor hereby grants you (i) a limited revocable, non-exclusive,non-sublicensable, non-transferrable, license to use the "HomeAdvisor Technology" (defined below) solely for your internal businesspurposes in conjunction with your Website and solely for the purpose of accessing the services provided by HomeAdvisor (which HomeAdvisor Technology license shall immediately and automatically terminate upon termination or expiration of this Agreement, or your breach of the terms of this Agreement). Customer may not resell or distribute any of the HomeAdvisor Technology. All right, title and interest in and to the HomeAdvisor Technology shall remain solely with HomeAdvisor. You shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the HomeAdvisor Technology. HomeAdvisor reserves all rights not expressly granted to Customer herein.
ii. "HomeAdvisor Technology" means HomeAdvisor's proprietary technology, including, without limitation, HomeAdvisor services, software tools, the Mariposa Content Management System, hardware designs, algorithms, software (in source code and object code forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by HomeAdvisor or licensed to HomeAdvisor from a third party), and also including any derivatives, improvements, enhancements, updates, modifications or extensions of HomeAdvisor Technology conceived, reduced to practice or developed during the term of this Agreement by either party.
iii. "Mariposa", whose core code is Copyright © 2008 HomeAdvisor, Inc., is made available to you with Version 2 of the GNU General Public License because it makes use of the following Open Source code: TinyMCE – a wysiwyg editor which is open source LGPL licensed.
c. License from You to HomeAdvisor
You hereby grant to HomeAdvisor a non-exclusive, royalty-free, worldwide right and license during the Term to do the following to the extent necessary in the performance of Services under the Order: (a) 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" (defined below); and (b) make archival or back-up copies of the Customer Content and the Customer Website. Except for the rights expressly granted above, HomeAdvisor is not acquiring any right, title or interest in or to the Customer Content, all of which shall remain solely with Customer. "Customer Content" means all data, graphics, text, names, marks, logos, hypertext links to other websites and other information incorporated in, transmitted through or published or displayed on the Customer Website, which is provided by Customer or its agents, affiliates or "End Users". Any derivative works of Licensed Content created by Customer or End Users or any third party via alteration of HomeAdvisor Content shall not be considered "Customer Content", but shall be deemed to be HomeAdvisor Content. "End Users" means any "Person" who accesses or uses the Customer Website via the Internet. "Person" means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated association or organization, or government or any agency or political subdivision thereof.
2. Term and Termination
a. Term. Services provided by HomeAdvisor will commence on the date indicated in the applicable insertion order, purchase order, receipt, invoice, or other HomeAdvisor generated purchase document ("Order"), and continue for the duration specified in such Order. Thereafter, each Order, if applicable, will automatically renew for successive one-month periods unless the Order is earlier terminated in accordance with its terms or the terms below. This Agreement shall remain in effect until such time as no Orders remain in effect (the "Term").
b. Termination. Each party shall each have the right to terminate this Agreement, and any Order, at any time, and for any reason or no reason, by providing not less than two (2) business days prior notice to the other party. For your termination to be effective, you must cancel your HomeAdvisor account by emailing customerrelations@HomeAdvisor.com. All of your HomeAdvisor accounts must be paid in full before the termination will be effective. HomeAdvisor shall have the right to terminate this Agreement and any Order, immediately, without notice to Customer if Customer fails to comply with any provision of this Agreement or with the HomeAdvisor Acceptable Use Policy or ceases to make any payments due hereunder or pursuant to any Order. If this Agreement is terminated, Customer must immediately cease all use of the Licensed Content, destroy, or at HomeAdvisor's request, return the Licensed Content to HomeAdvisor, and remove the Licensed Content from Customer's premises, signs, advertisements, web site, internal systems and storage. In the event HomeAdvisor determines, in its sole discretion, that any Licensed Content provided by HomeAdvisor is likely to, or becomes subject to a claim of infringement, HomeAdvisor shall have the right to demand that you cease all use of such Licensed Content, and HomeAdvisor may replace the foregoing with similar non-infringing content.
c. Effect of Termination. Upon termination of this Agreement for any cause or reason whatsoever
i. HomeAdvisor may, at its sole discretion, permanently delete your website contents from HomeAdvisor servers, and HomeAdvisor will not be able to, nor will HomeAdvisor be liable for any inability to, reopen or restore such content;
ii. Neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein;
iii. The provisions of Sections 1(a)(iv), 2, 4, 5, 8, 9(c), 10, 11, 12, 13, 14 of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever;
iv. Notwithstanding anything herein to the contrary, you shall remain liable to HomeAdvisor for any fees, indebtedness or other liability theretofore arising prior to the date of termination of this Agreement. Within 30 days after the termination of this Agreement, Customer will pay the all fees that would have become due over the balance of the then-current term of any Orders ("Termination Charge") to HomeAdvisor unless (i) HomeAdvisor terminated the Order or this Agreement for convenience or (ii) you terminated the Order or Agreement due to a breach by HomeAdvisor. The parties agree that the Termination Charge constitutes consideration for HomeAdvisor's time, effort and expense in preparing and reserving the capacity to perform its obligations hereunder, as actual damages are difficult to ascertain. 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 HomeAdvisor may be entitled.
3. Website Hosting Services This section applies to you if your website is hosted by HomeAdvisor, Inc. or its third party hosting providers. You hereby certify that you are at least 18 years of age. Accordingly, you agree to be bound by the modified Agreement, prices and policies if you continue to use our services.
a. Scope. HomeAdvisor will supply website hosting services ("Hosting Services") for the amount of server storage space (which shall not exceed 200 megabytes unless a separate Order is signed for such additional server storage space) selected by you in the applicable Order in exchange for payment of fees and full compliance with the terms and conditions of this Agreement. In performing the Hosting Services, HomeAdvisor will maintain sole and exclusive control and ownership of all Internet protocol ("IP") numbers and addresses that may be assigned to you and HomeAdvisor reserves the right to change or remove any and all IP numbers and addresses at its sole discretion.
b. Content and eMail. In the event you use or access HomeAdvisor's email services, or use or access your HomeAdvisor Website, you are responsible or producing, electronically uploading and maintaining HTML files, (the "Uploaded Content") to your website, and you hereby warrant that all such Uploaded Content shall be owned or properly licensed by you and shall not adversely impact the Services or violate any rights of any third parties. You are responsible for ensuring that all Uploaded Content will function properly and as intended. You are responsible for all activity originating from your Website. You assume responsibility for all material on your website that was placed there by third parties. HomeAdvisor reserves the right to zip (compress) any customer email box that exceeds 50 megabytes in size. Customers with zipped boxes will be notified and instructed on how to access or download their zipped email files. If zipped boxes remain unaccessed for 30 days HomeAdvisor reserves the right to delete the email box.
c. Technical Knowledge. Use of the Hosting Services requires a certain level of knowledge in the use of Internet software, which can vary greatly depending on your anticipated use and desired content of your website, and includes, but is not limited to, the following: web publishing requires some knowledge of HTML, properly locating and linking documents, graphics, text, sound, and image mapping; and email requires knowledge of use of email software to receive and send email. You acknowledge that you have the necessary knowledge to create, modify and maintain your website. HomeAdvisor assumes no responsibility to provide you with such knowledge
d. Back Up. While we back up files continuously, we are in no way responsible for the archiving of any website. YOU ARE RESPONSIBLE FOR BACKING UP YOUR OWN CONTENT USING RESOURCES THAT ARE SEPARATE FROM YOUR HOMEADVISOR HOSTING ACCOUNT. If loss of data loaded onto your website by you occurs due to the fault of HomeAdvisor, HomeAdvisor will attempt to recover the data at no charge.
e. Monitoring; CDA and DMCA. HomeAdvisor reserves the right to monitor its systems and to access and disclose any information as may be permitted or required by any law, regulation or other governmental request to operate its systems properly, to protect itself or its customers or for any other reason it deems necessary. As such, we will fully cooperate with law enforcement authorities in investigating suspected illegal activity and reserve the right to report to law enforcement any suspected illegal activity of which we become aware. HomeAdvisor does not intend that its Services or facilities be used in contravention of the Communications Decency Act of 1996 (the "CDA") or any other applicable law. You agree to comply with the requirements of the CDA and the Digital Millennium Copyright Act (the "DMCA") and acknowledge that HomeAdvisor is a "service provider" under the DMCA and is therefore immune from liability under the DMCA, including 17 U.S.C. § 512. HomeAdvisor has the right to terminate customers who are found to be infringing copyrights of others. HomeAdvisor also reserves the right to comply with the take-down provisions of the DMCA and to seek injunctive, declaratory, interpleader or other judicial or equitable relief (and, pending such action, to suspend all access to your website) if any third-party claim is made that your website content or use violates any of the acceptable uses or your obligations or representations described in this Agreement. HomeAdvisor encourages End Users to report an alleged copyright infringement involving a user by sending a notice that complies with the DMCA to: DMCA Notices - Attention: WSDTier2CustomerService@homeadvisor.com.
4. Disclaimer Regarding Content.Websites are media whose content includes the personal opinions and expressions of its owners and users. Neither the content of websites located on HomeAdvisor's servers nor the links to other websites are screened, approved, reviewed or endorsed by HomeAdvisor. HomeAdvisor is not a publisher of any of the content of websites, or of any content that may be available through the links to and from them, and is acting solely as web-hosting service provider. The text and other material on HomeAdvisor hosted websites are the opinion of the specific author and are not statements of advice, opinion or information by HomeAdvisor.
5. Fees.You agree to pay and be responsible and liable for all fees set forth on the applicable Order or other HomeAdvisor generated transaction documents. You agree to provide HomeAdvisor with accurate and complete billing information, including your legal name, address, telephone number, e-mail address and applicable payment date and to update this information immediately if any change occurs. You must secure your account with a valid credit card. Payments must be submitted in advance of receiving the Services, whether on a monthly, annual, or one-time basis, or otherwise, as specified in the applicable Order or other HomeAdvisor generated document. You authorize HomeAdvisor to bill your credit card for all Services provided in advance. You authorize automatic billing by HomeAdvisor on an on-going basis during the term of this Agreement. All accounts will be billed at each designated interval (i.e., monthly, annually) automatically and without notice. You are responsible for terminating account(s) and associated billing. Delinquent accounts are those that remain unpaid for more than ten (10) days past the date such payments are due, and additional fees may apply for late payments and chargebacks. The Services may be suspended if your account is delinquent, and HomeAdvisor may take down your website, in which case, HomeAdvisor may cause to be displayed a 404 error or a page communicating that the site is unavailable. Notwithstanding any other rights HomeAdvisor may have in this Agreement, all of your website contents will be destroyed if your account is delinquent for 60 days. HomeAdvisor accounts continue to accrue charges while they are delinquent or if the Services are suspended. You acknowledge responsibility for your account until payment in full is made.
6. Domain Names
a. Customer Provided Domain Name. If you provide HomeAdvisor with a registered domain name for your website, you shall be solely responsible for all aspects related to management, renewal and payment of and for your domain name.
b. HomeAdvisor Provided Domain Names. Upon Customer's request and subject to these following provisions, HomeAdvisor will register an Internet domain name, or renew the Customer's registration of an existing domain name, on behalf of Customer with a registrar selected by HomeAdvisor and identified below (the "Registrar").
c. Registration of Domain Names. HomeAdvisor registration or renewal of any domain name is subject to (i) HomeAdvisor receiving from Customer all information needed from Customer in order to complete such registration, (ii) such domain name not being in violation of any applicable law, rule or regulation or the policies of the applicable Registrar or registry, and (iii) Customer's compliance with these terms. Registration of a domain name is subject to availability of such domain name for registration, and HomeAdvisor will not be responsible if a domain name is not available for any reason. HomeAdvisor will also not be responsible for any infringement of third-party rights caused by its registration of a domain name for Customer, whether such domain name is selected by Customer or by HomeAdvisor. Customer waives any claims it may have against HomeAdvisor for, and hereby releases HomeAdvisor of and from, any loss, damage, liability or expense arising out of, or relating to, the registration of such domain name in any online or offline network directories, membership lists or registration lists, or the release of the domain name from such directories or lists following the termination of services by HomeAdvisor for any reason. Customers may not register a domain name with HomeAdvisor while hosting with another website provider, and customers may not use HomeAdvisor name-servers to point their domain names outside of HomeAdvisor IP space.
d. Domain Name Renewal. Domain names are Customer's property upon registration, and cannot be returned for refund. HomeAdvisor will endeavor to renew Customer's domain name provided (a) HomeAdvisor has management of Customer's domain name (through registration or transfer), and (b) this Agreement remains in effect and Customer is not in breach of this Agreement. Customer agrees that HomeAdvisor bears no responsibility or obligation to notify Customer of any impending domain name expiration dates. HomeAdvisor shall have no liability to you in the event your domain name is not renewed, for any reason."
e. Registrar Terms and Conditions. All registrations and renewals will be subject to the terms and conditions of the applicable domain name registrar (you may request the name of the applicable registrar from HomeAdvisor at any time), available for review at their respective web sites (the "Registrar Terms"). By submitting any Order to HomeAdvisor for domain name services under these terms, the Customer agrees to the Registrar Terms and understands and agrees to the Registrar's privacy policy.
f. Changing Registrars.
i. If HomeAdvisor, in its sole discretion, accepts a domain transfer order from Customer that requires that the domain name change registrars, the Customer acknowledges that it is solely responsible for complying with the acknowledgement policies of the losing registrar and/or reseller and may also require the Customer to settle any open accounts it has with the losing registrar and reseller. The Customer acknowledges and agrees that neither HomeAdvisor nor the acquiring Registrar will bear any liability or responsibility for any delay, inconvenience or expiration of domain name registration that occurs as a consequence of the Customer's failure to respond timely to any losing registrar query or request for confirmation.
ii. Upon termination of this Agreement and by request of Customer, HomeAdvisor will transfer Customer's domain to the registrar of Customer's choice provided: (a) HomeAdvisor has management of Customer's domain (through registration or transfer) and (b) Customer has fully paid all amounts due to HomeAdvisor for any services provided by HomeAdvisor.
g. ICANN and Other Authorities. Customer acknowledges that its rights to any domain name registered or renewed by HomeAdvisor are not being granted by HomeAdvisor but are subject to the rules and regulations of ICANN, the Registrar, the registry and applicable law. Customer's inability to use a domain name shall not entitle Customer to a refund by HomeAdvisor of any fees paid with respect to the registration of such unusable domain name.
h. Contact Information. The Customer agrees to keep its WHOIS information accurate and up-to-date. The Customer must cause the e-mail address for the Administrative Contact to be the same as the Customer's e-mail address maintained in HomeAdvisor's billing records. If the e-mail address for the Administrative Contact is not the same as the Customer's e-mail address maintained in HomeAdvisor's billing records, HomeAdvisor may (but will have no duty to) change the e-mail address for the Administrative Contact in the WHOIS records of the registrar.
7. HomeAdvisor Acceptable Use Policy.Customer will abide by and utilize the Services and the Customer Website only in accordance with, the Acceptable Use Policy (the "Acceptable Use Policy"), as such Acceptable Use Policy may be changed by HomeAdvisor from time to time. The Acceptable Use Policy is hereby incorporated herein and made a part hereof by this reference. Customer shall impose the Acceptable Use Policy on its customers and End Users to the extent necessary to ensure its compliance. Customer shall familiarize itself with the Acceptable Use Policy and periodically access HomeAdvisor's website to determine if HomeAdvisor has made any changes thereto. HomeAdvisor expressly disclaims any obligation to monitor its Customers and other End Users with respect to violations of the Acceptable Use Policy. HomeAdvisor has no liability or responsibility for the actions of any of its Customers or other End Users or any content any End User may post on any website. HomeAdvisor encourages End Users to report violations of this policy by e-mail to: WSDTier2CustomerService@homeadvisor.com, including in any such report the name of the offending domain (for example, xyz.com) and the type of abuse (for example, spam, illegal acts, harassment, etc.) in the "subject" field of the e-mail.
8. Customer's Representations and Warranties. Customer hereby represents and warrants to HomeAdvisor, and agrees that Customer will ensure that: (a) Customer is the owner or valid licensee of the Customer Content and each element thereof, and Customer has secured all necessary licenses, consents, permissions, waivers and releases for the use of the Customer Content, including without limitation, all trademarks, logos, names and likenesses contained therein, without any obligation by HomeAdvisor to pay any fees, residuals, guild payments or other compensation of any kind to any Person; (b) Customer's use, publication and display of the Customer Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any Person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any Person, including, without limitation, any contractual, statutory or common law right or any "moral right" or similar right however denominated; (c) Customer will comply with all applicable laws, rules and regulations regarding the Customer Content and the Customer Website and will use the Customer Website only for lawful purposes and in strict accordance with the HomeAdvisor Acceptable Use Policy; (d) the Customer Content is and will at all times remain free of all computer viruses, worms, trojan horses and other malicious code; and (e) Customer will use the Services only for business purposes and not for any family, household or personal use.
9. Customer's Responsibilities.
a. Customer will cooperate fully with HomeAdvisor in connection with HomeAdvisor's performance of the Services. Customer is responsible for providing 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 HomeAdvisor's performance of its obligations that depend on Customer's performance on a day for day basis. Customer will notify HomeAdvisor of any change in Customer's contact information.
b. Customer assumes full responsibility for providing End Users with any required disclosure or explanation of the various features of the Customer Website and any goods or services described therein, as well as any rules, terms or conditions of use.
c. Because the Hosting Services permit Customer to electronically transmit or upload content directly to the Customer Website, Customer shall be fully responsible for uploading all content to the Customer Website and supplementing, modifying and updating the Customer Website. Customer is also responsible for ensuring that the Customer Content and all aspects of the Customer Website are compatible with the hardware and software used by HomeAdvisor to provide the Hosting Services, as the same may be changed by HomeAdvisor from time to time. Specifications for the hardware and software used by HomeAdvisor to provide the Hosting Services will be available on HomeAdvisor's website. Customer shall periodically access HomeAdvisor's website to determine if HomeAdvisor has made any changes thereto. HomeAdvisor shall not be responsible for any damages to the Customer Content, the Customer Website or other damages or any malfunctions or service interruptions caused by any failure of the Customer Content or the Customer Website to be compatible with the hardware and software used by HomeAdvisor to provide the Hosting Services. Customer is solely responsible for making back-up copies of the Customer Website and Customer Content.
10. HomeAdvisor Intellectual Property.HomeAdvisor's trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of HomeAdvisor. Customer may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of HomeAdvisor. Any feedback, data, answers, questions, comments, suggestions, ideas or the like which Customer sends to HomeAdvisor relating to the Services are the sole and exclusive property of HomeAdvisor. HomeAdvisor may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.
11. Indemnification.Customer shall defend, indemnify and hold harmless HomeAdvisor, its affiliates and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively the "HomeAdvisor Indemnitees"), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys' fees) which any of the HomeAdvisor Indemnitees may suffer, incur or sustain resulting from or arising out of (i) Customer's breach of any representation, warranty, obligation or covenant contained in the Agreement, (ii) the Customer Content, the Customer Website or any End User's use of the Customer Content or the Customer Website, as well as with regard to any claims of defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity with respect to any content on Customer's Website, (iii) violation by Customer or any of its officers, directors, employees or agents of the HomeAdvisor Acceptable Use Policy or any applicable law, including but not limited to any anti-spam laws, or any other offensive, harassing or illegal conduct, (iv) claims or actions of third parties alleging misappropriation of trade secrets or infringement of patents, copyrights, trademarks or other intellectual property rights arising from the use, display or publication of Customer's domain names, the Customer Website, the Customer Content, or the use of the Services in combination with hardware, software or content not provided by HomeAdvisor, (v) claims or actions by third parties relating to or arising out of Customer's use of the Services, (vi) any failure of the Customer Content or any aspect of the Customer Website to be compatible with the hardware or software used by HomeAdvisor to provide the Services, including any damage to HomeAdvisor's servers or other hardware caused thereby, (vii) your placement or transmission of any materials or content onto HomeAdvisor's servers or HomeAdvisor's third party providers' servers, (viii) any damage or destruction to HomeAdvisor's equipment or to any other accountholder, which damage is caused by or otherwise results from acts or omissions by you, your representative(s) or your designees.
12. Confidentiality.
a. Neither party will, without the prior written consent of the other party, use or disclose to any Person any Proprietary Information (defined below) of the other party disclosed or made available to it, except for use of such Proprietary Information as required in connection with the performance of its obligations or use of the Services hereunder. "Proprietary Information" means all technical, business and other information of a party (i) that is not generally known to the public, (ii) that derives value, economic or otherwise, from not being generally known to the public or to other Persons who can obtain value from its disclosure or use, and (iii) which information is subject to efforts that are reasonable under the circumstances to maintain the secrecy thereof. Subject to Section 12(b), each party will (i) treat the other party's Proprietary Information as secret and confidential, (ii) limit access to the other party's Proprietary Information to those of its employees who require it in order to effectuate the purposes of this Agreement, and (iii) not disclose the other party's Proprietary Information to any other Person without the prior written consent of the other party.
b. Notwithstanding Section 12(a), the following shall not be considered Proprietary Information: (i) any information that the receiving party can demonstrate by written documentation was within its legitimate possession prior to the time of disclosure by the disclosing party; (ii) any information that was in the public domain prior to disclosure by the disclosing party as evidenced by documents that were published prior to such disclosure; (iii) any information that, after disclosure by the disclosing party, comes into the public domain through no fault of the receiving party, (iv) any information that is disclosed to the receiving party without restriction by a third party who has legitimate possession thereof and the legal right to make such disclosure; or (v) any information that, two years after expiration or termination of this Agreement, does not constitute a trade secret under applicable law.
c. Each party acknowledges that disclosure of any aspect of the Proprietary Information of the other party shall immediately give rise to continuing irreparable injury to the other party inadequately compensable in damages at law, and, without prejudice to any other remedy available to the other party, shall entitle the other party to injunctive or other equitable relief. Upon expiration or termination of this Agreement for any reason, each party shall promptly return to the other party all Proprietary Information of the other party (including all copies thereof) in its possession or control.
13. Limited Warranty; Disclaimer of Warranty; Limitation of Liability.
a. HomeAdvisor represents and warrants to Customer that the Services will be performed (i) in a manner consistent with industry standards reasonably applicable to the performance thereof; (ii) at least at the same level of service as provided by HomeAdvisor generally to its other customers for the same services; and (iii) in compliance in all material respects with the applicable Order. Customer will be deemed to have accepted such Services unless Customer notifies HomeAdvisor within 30 days after performance of any Services of any breach of the foregoing warranties. Customer's sole and exclusive remedy, and HomeAdvisor's sole obligation, for breach of the foregoing warranties shall be for HomeAdvisor, 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. HomeAdvisor 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 (i) caused by factors outside of HomeAdvisor's reasonable control; (ii) that resulted from any actions or inactions of Customer or any third parties; or (iii) that resulted from Customer's equipment or any third-party equipment not within the sole control of HomeAdvisor. You acknowledge that except as set forth above, HomeAdvisor's Services are provided "as is." Neither HomeAdvisor, nor any of its employees or agents, warrants that the Services will be uninterrupted, error free or free from viruses or other harmful components. HomeAdvisor is not responsible for and hereby disclaims any warranties, either express or implied, regarding the quality, accuracy, or validity of our data and content, non-infringement, merchantability or fitness for a particular purpose of information available on its servers or residing on or passing through its networks. Use of information obtained from or through the Services is at your sole risk. Under no circumstances will HomeAdvisor be liable to you or any other person for any loss or damage caused by your reliance on information available on its servers or obtained through the Services.
b. YOU EXPRESSLY AGREE THAT USE OF LICENSED CONTENT (AND ANY CONTENT OR SOFTWARE PROVIDED HEREUNDER BY HOMEADVISOR, INCLUDING THIRD PARTY SOFTWARE) AND HOMEADVISOR'S SERVICES IS AT YOUR SOLE RISK. HOMEADVISOR DOES NOT WARRANT THAT HOMEADVISOR'S PRODUCTS AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR COMPLETELY SECURE, AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET; NOR DOES HOMEADVISOR MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF HOMEADVISOR'S PRODUCTS AND SERVICES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY OF THE CONTENT, INFORMATION, SERVICES, OR MERCHANDISE PROVIDED BY OR THROUGH HOMEADVISOR. THE SERVICES PROVIDED HEREUNDER PROVIDE THE PUBLIC WITH ACCESS TO YOUR WEBSITES AS STORED IN ELECTRONIC FORM. BECAUSE SUCH ELECTRONIC DATA CAN BE CORRUPTED OR LOST REGARDLESS OF WHAT PROTECTIONS ARE PROVIDED, AND BECAUSE PUBLICLY AVAILABLE WEBSITES ARE SUBJECT TO POTENTIAL INFILTRATION OR HACKING BY THIRD PARTIES, HOMEADVISOR CANNOT BE HELD LIABLE FOR LOST DATA OR ANY LOST PROFITS OR OTHER DAMAGES RELATED THERETO. HOMEADVISOR WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM. FURTHER, HOMEADVISOR MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING, AND DISCLAIMS ALL LIABILITY WITH RESPECT TO, THE UPTIME OF YOUR WEBSITE OR THE HOMEADVISOR WEBSITE OR HOSTING SERVICES. HOMEADVISOR ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR WEBSITE WILL BE COMPATIBLE WITH OPERATING SYSTEMS OTHER THAN THOSE OPERATING SYSTEMS ON WHICH YOUR WEBSITE IS BUILT, AND HOMEADVISOR DISCLAIMS ALL LIABILITY WITH RESPECT THERETO.
c. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL CONTENT, SERVICES AND SOFTWARE (INCLUDING THIRD PARTY SOFTWARE) ARE PROVIDED BY HOMEADVISOR ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES OF NON-INFRINGEMENT. HOMEADVISOR GRANTS NO RIGHTS AND MAKES NO WARRANTIES WITH REGARD TO THE USE OF NAMES, ICONS, LOGOS, FONTS, TRADEMARKS, REGISTERED TRADEMARKS, UNREGISTERED TRADEMARKS, OR COPYRIGHTED DESIGNS OR WORKS OF ART DEPICTED IN ANY CONTENT, AND CUSTOMER MUST SATISFY ITSELF THAT ALL THE NECESSARY RIGHTS OR CONSENTS REGARDING ANY OF THE ABOVE, AS MAY BE REQUIRED FOR REPRODUCTION, HAVE BEEN OBTAINED.
d. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY HOWEVER CAUSED INCLUDING BUT NOT LIMITED TO BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF DATA RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT HOMEADVISOR IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU AND YOUR CUSTOMERS.
e. HOMEADVISOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND DAMAGES RELATED TO CORRUPTION OR DELETION OF WEBSITE CONTENTS, EVEN IF HOMEADVISOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, AND THE AGGREGATE, TOTAL LIABILITY OF HOMEADVISOR FOR ALL DAMAGES, INJURY, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE HOMEADVISOR'S PRODUCTS AND/OR SERVICES SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE AMOUNT, IF ANY, PAID BY YOU IN CONNECTION WITH THE YOUR USE OF HOMEADVISOR'S PRODUCTS AND/OR SERVICES.
f. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITY OR WARRANTIES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, COMPANY'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
14. Miscellaneous
a. Independent Contractor. HomeAdvisor and Customer are independent contractors and nothing contained in this Agreement places HomeAdvisor and Customer in the relationship of principal and agent, master and servant, partners or joint venturers. Neither party has, 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.
b. 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 Maryland. Both parties submit to sole and exclusive jurisdiction and venue in the state and federal courts of Maryland. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, HomeAdvisor shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Customer in the event that, in the opinion of HomeAdvisor, such action is necessary or desirable.
c. Headings. The headings herein are for convenience only and are not part of this Agreement.
d. 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 Order, the terms and conditions of the Order 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 HomeAdvisor. This Agreement may not be modified or amended except by another agreement in writing executed by the parties hereto; provided, however, that this Agreement may be modified from time to time by HomeAdvisor in its sole discretion, which modifications will be effective upon posting to HomeAdvisor's web site.
e. Severability. 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.
f. 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 on the applicable Order, or as otherwise provided herein. 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. HomeAdvisor may give written notice to Customer via e-mail to the Customer's e-mail address as maintained in HomeAdvisor's billing records.
g. 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.
h. Assignment; Successors. Customer may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of HomeAdvisor. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. HomeAdvisor 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.
i. 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 the later of (i) one year after the cause of action has arisen or (ii) one year after the cause of action is discovered.
j. 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.
k. Force Majeure. Except for your payment obligations, 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.
l. 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,
m. 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 US in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the US government and any country or organization of nations within whose jurisdiction Customer operates or does business.
n. Marketing. Customer agrees that during the term of this Agreement HomeAdvisor may publicly refer to Customer, orally and in writing, as a customer of HomeAdvisor. Any other public reference to Customer by HomeAdvisor requires the written consent of Customer.
HomeAdvisor Acceptable Use Policy
1. PROHIBITED USES. Users may not utilize the Services:
a. to archive or backup software, or as a "warez" Website.
b. to send mass unsolicited e-mail to third parties. Provided, however, that Users may use software programs or services provided by HomeAdvisor to send unsolicited commercial e-mail so long as the User ensures that such transmissions comply with all applicable regulations, rules and laws, including, without limitation, the U.S. CAN-SPAM Act of 2003.
c. in connection with any illegal activity. Without limiting the general application of this rule, Users may not utilize the Services:
i. to copy material from third parties (including text, graphics, music, videos or other copyrightable material) without proper authorization;
ii. to misappropriate or infringe the patents, copyrights, trademarks or other intellectual property rights of any third party;
iii. to traffic in illegal drugs, illegal gambling, obscene materials or other any products or services that are prohibited under applicable law;
iv. to export encryption software to points outside the United States in violation of applicable export control laws; or
v. in any manner that violates applicable law.
d. in connection with any tortious or actionable activity. Without limiting the general application of this rule, Users may not utilize the Services:
i. to publish or disseminate information that (A) constitutes slander, libel or defamation, (B) publicizes the personal information or likeness of a person without that person's consent or (C) otherwise violates the privacy rights of any person; or
ii. to threaten persons with bodily harm, to make harassing or abusive statements or messages, or to solicit the performance of acts or services that are illegal under applicable law.
e. in connection with any other disruptive or abusive activity. Without limiting the general application of this rule, Users may not: utilize the Services:
i. to cause denial of service attacks against HomeAdvisor or other network hosts or Internet users or to otherwise degrade or impair the operation of HomeAdvisor's servers or servers of the HomeAdvisor's third party providers ("HomeAdvisor's servers") and facilities or the servers and facilities of other network hosts or Internet users;
ii. to Post messages or software programs that consume excessive CPU time or storage space;
iii. to offer mail services, mail forwarding capabilities, POP accounts or autoresponders other than for the User's own account;
iv. to resell access to CGI scripts installed on HomeAdvisor's servers;
v. to subvert, or assist others in subverting, the security or integrity of any HomeAdvisor systems, facilities or equipment;
vi. to gain unauthorized access to the computer networks of HomeAdvisor or any other person;
vii. to provide passwords or access codes to persons not authorized to receive such materials by the operator of the system requiring the password or access code;
viii. to (A) forge the signature or other identifying mark or code of any other person, (B) impersonate or assume the identity or any other person, or (C) engage in any other activity (including "spoofing") to attempt to deceive or mislead other persons regarding the true identity of the User (excluding the use of anonymous remailers or Internet nicknames);
ix. to distribute or post any virus, worm, Trojan horse, or computer code intended to disrupt services, destroy data, destroy or damage equipment,or disrupt the operation of the Services;
x. to conduct port scans or other invasive procedures against any server (except any server for which the User is an authorized system administrator);
xi. to distribute, advertise or promote software or services that have the primary purpose of encouraging or facilitating unsolicited commercial email or spam;
xii. to solicit or collect, or distribute, advertise or promote, e-mail address lists for the purpose of encouraging or facilitating unsolicited commercial e-mail or spam;
xiii. in any manner that might subject HomeAdvisor to unfavorable regulatory action, subject HomeAdvisor to any liability for any reason, or adversely affect HomeAdvisor's public image, reputation or goodwill, including, without limitation, sending or distributing sexually explicit,hateful, vulgar, racially, ethnically or otherwise objectionable materials as determined by HomeAdvisor in its sole discretion;
xiv. to use any third party software that impairs, disrupts, destroys, or otherwise damages or has potential to damage HomeAdvisor's servers and facilities or the servers and facilities of other network hosts or Internet users; or
xv. in any other manner to interrupt or interfere with the Internet usage of other persons.
2. USE AND MISUSE OF THE HOSTING SERVICES
You agree to use the Services only for lawful purposes, in compliance with all applicable laws. Illegality includes, but is not limited to, computer 'hacking', music file swapping, non-legal gaming, distribution of pornographic material; sending a message or having content that is obscene, lewd, lascivious, filthy, or indecent with intent to annoy, abuse, threaten, or harass another person; threatening bodily harm or damage to individuals or groups; violating U.S. export restrictions; stalking; or violating other state or federal law, such as the Electronic Communications Privacy Act, the Computer Fraud and Abuse Act, or the Economic Espionage Act. Linking to illegal material is also prohibited.
YOU AGREE TO WAIVE ANY CLAIMS AGAINST, AND HOLD HOMEADVISOR HARMLESS FROM ANY CLAIMS RELATING TO ANY ACTION TAKEN BY HOMEADVISOR AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES WHATSOEVER FROM HOMEADVISOR AS A RESULT OF HOMEADVISOR'S DECISION TO REMOVE MATERIAL FROM ITS SERVERS, WARN YOU, SUSPEND OR TERMINATE YOUR ACCOUNT, OR TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF HOMEADVISOR'S CONCLUSION THAT A VIOLATION HAS OCCURRED. THIS WAIVER APPLIES TO ALL VIOLATIONS DESCRIBED IN THIS AGREEMENT.
3. USE AND MISUSE OF MATERIALS
Materials in the public domain may be downloaded or uploaded using the Services. If you re-distribute materials in the public domain, You assume all risks regarding the determination of whether the material is in the public domain. You are prohibited from storing, distributing or transmitting any unlawful material through the Services. Note: Pornography and sex-related merchandising, or links to such material, even if legal, are not acceptable uses of HomeAdvisor's servers and Services. You may not post, upload or otherwise distribute copyrighted material on HomeAdvisor's servers without the consent of the copyright holder.
Unacceptable uses of website content also include the presence of the following programs or the activities associated with them, regardless of whether or not any actual intrusion results in the corruption or loss of data: server broadcast messages or any message sent on an intrusive basis to any directly or indirectly attached network; attempts to circumvent any user authentication or security of host, network, or account; accessing data not intended for user; probing the security of any network; spawning dozens of processes; port scans, ping floods, packet spoofing, and forging router information; denial of service attacks, sniffers, flooding, spoofing, ping bombing, promulgation of viruses; and use of IRC bots.
Other examples of unacceptable activities include posting private information about a person without his or her consent, defaming a person or business, and knowingly making available code that will have a deleterious effect on third-party computers. Where there are allegations that your on-line activity has violated the legal rights of a third party, HomeAdvisor may, in its sole discretion, remove content from your Website, and/or terminate your account and this Agreement.
4. EMAIL USE.
With respect to your use of HomeAdvisor Email services, the following actions are strictly prohibited: spamming (sending unsolicited advertising to those with which you have no existing business relationship and posting off-topic advertising in newsgroups); spoofing (using a return email address that is not the valid reply address of the sender or sending an email message that does not contain enough information to enable the recipient to identify you); passive spamming (promoting a website hosted by HomeAdvisor by spamming from some other source); trolling (posting controversial messages in newsgroups to generate responses); mailbombing (inundating a user with email without any serious intent to correspond or sending large or multiple files to a user); propagating chain letters; and subscribing someone else to an electronic mailing list without that person's permission. A message is considered unsolicited if is posted in violation of a newsgroup charter or sent to a recipient who has not requested the message. Making an email address available to the public does not constitute a request to receive messages. Distribution of mass emailing programs is also prohibited. All recipients on a mailing list must have personally subscribed. Mailing lists may not be used to distribute unsolicited email. If you are repeatedly mailbombed or attract such behavior, we may terminate your Services, your account, and/or terminate this Agreement.
HomeAdvisor may disclose the usernames of accounts responsible for forged email messages to system administrators or users requesting the information. If you receive so much email that HomeAdvisor resources are affected, HomeAdvisor staff may shut down your mailbox.
5. SYSTEM SECURITY
If you are involved in violations of system security, HomeAdvisor reserves the right to release all usernames of users involved in such violations to system administrators at other sites in order to assist them in resolving security incidents. HomeAdvisor will also fully cooperate with law enforcement authorities in investigating suspected lawbreakers.
6. SYSTEM RESOURCES
System abuse includes any use of HomeAdvisor resources that disrupts the normal use of its servers or services for others. Examples of system abuse include running excessive numbers of processes or consuming excessive amounts of CPU time, memory or disk space. Any usage of 5% or more of HomeAdvisor's system resources is an undue burden on HomeAdvisor's system and is unacceptable. If your usage ever exceeds 5% of HomeAdvisor's (or its third party providers') system resources, your account may be terminated immediately and without prior notice. Further, running programs in the background on a HomeAdvisor server without HomeAdvisor's prior written authorization, or running chat rooms, Internet Relay Chat, IRC bots, more than 1,000 emails a day and the like are not acceptable uses of HomeAdvisor's servers. If you exceed this level of activity, please contact your account representative and we will direct you to a provider which is set up for such 'heavy' activity. Due to their use of flat files instead of databases, we do not allow the use of UBB or YABB bulletin boards. Use of these boards for large or very active forums may result in system performance degradation, and cannot be allowed in our shared server environment. We suggest using VBulletin or phpBB as more efficient, database-driven alternatives to these bulletin boards.
7. OTHER.
You are prohibited from installing your own chat rooms. We may allow programs to run continually in the background. These are considered on a case-by-case basis and an extra charge will be incurred based on system resources used and operational maintenance needed. IRC and IRC bots are strictly prohibited on our servers. Domain pointers are to be used for the purpose of having more than one way to find the same site, not for the purposes of sharing an account among multiple sites. A domain pointer may not be set up to reference a subdirectory within an existing Web hosting account served by HomeAdvisor's Underlying Connectivity Provider or any other provider.
8. REPORTS OF ABUSE
All complaints of abuse, violation and misuse of the Services, whether described in this HomeAdvisor Acceptable Use Policy, shall be investigated promptly. If you are not sure if your actions will be an abuse, violation or misuse, please ask us at customercare@HomeAdvisor. You are responsible for all use of your website, with or without your knowledge or consent.
