The terms and conditions set forth herein constitute the full and complete agreement between you and incharlottesville.com. Your agreement to be bound by these terms is acknowledged by your use of the incharlottesville.com Web Site, Hosting Services, Support Services and/or any incharlottesville.com software made available to you. The terms contained herein supercede and replace any other agreement or negotiation between you and incharlottesville.com whether oral, written or otherwise including any statements made by any representative of incharlottesville.com at any time.

1 FEES; PAYMENT OF FEES

1.1 Fees – incharlottesville.com charges the following fees where applicable. All such fees are subject to change with 30 days notice.

1.1.1 Account Set-Up Fee

1.1.2 Service Fee

1.1.3 Domain Registration Fee

1.2 incharlottesville.com reserves the right to offer subsequent promotional rates which may or may not be more favorable than the terms under which you entered this agreement. Any such periodic special rates shall not effect the then existing rights and responsibilities of each party. Incharlottesville.com also reserves the right to change the rate charged for any such fee under this agreement with 30 days notice.

1.3 incharlottesville.com charges a non-refundable set up fee as well as it’s periodic service fee which in some cases may be refundable as further set forth elsewhere herein. According to the services you order from incharlottesville.com, incharlottesville.com may also charge you for Domain Registration Fees and specifically reserves the right to institute additional charges upon notice to you. incharlottesville.com also reserves the right to alter, change, amend or delete charges at it’s sole option. incharlottesville.com further reserves the right to institute new services and charge fees in association with the provision of such new services as it deems appropriate.

1.4 Payment of Fees - Incharlottesville.com accepts payment by personal check, cashiers check, money order or cash.

1.5 Payment by Credit Card

1.5.1 Prior to activation of your user account and at any applicable time thereafter you agree to allow incharlottesville.com to charge your provided credit card and at stated regular intervals the agreed service fee amount for the stated period together with any incharlottesville.com set-up charges, registration fees, or any other charges outlined herein as may be applicable. You further authorize incharlottesville.com to charge your credit card for all subsequent period fees at, or a reasonable period in advance of, the commencement of any such subsequent period. You agree to maintain current valid existing credit card information with incharlottesville.com for the purpose of satisfying the incharlottesville.com charges as they become due. Refusal or rejection of any such charge or any portion thereof is grounds for account suspension and/or termination at the sole option of incharlottesville.com under Paragraph 8 herein.

1.6 Payment by Check

1.6.1 Prior to activation of your user account you agree to submit a check payable in U.S. dollars against a bank located within the United States. incharlottesville.com is under no obligation to initiate service until the proceeds of such check have been cleared by such financial institution and have been received by incharlottesville.com. Invoices will be submitted to you as a courtesy only unless otherwise agreed upon. Payment for subsequent fees are due and payable immediately upon invoice and in no instance later than the expiration of the last day of the previous period without regard to any invoice. It is your responsibility when paying by check to make sure that your payment is received by incharlottesville.com. An administrative fee of $25.00 will be charged for the refusal, rejection or return of any such check for any reason whatsoever or any portion thereof. In addition, refusal, rejection or return of any such check for any reason whatsoever or any portion thereof is grounds for account suspension and/or termination at the sole option of incharlottesville.com under Paragraph 8 herein.

1.6.2 It is recommended that in order to avoid any service interruption that you submit your payment to incharlottesville.com a sufficient time before the expiration of the current service period so that it reaches incharlottesville.com in advance of the renewal date.

1.7 Refunds of Service fees will be made only for pre-payment of Service fees beyond the renewal date following the effective notice and termination of this agreement under paragraph 8.1. All refunds shall be pro-rated based upon the number of days for which service remains unused as of that renewal date. incharlottesville.com may grant refunds under any other circumstance it deems appropriate without waiving any other rights hereunder.

2 WEB HOSTING SERVICES

For the term of the agreement as set forth herein incharlottesville.com agrees to provide web hosting services according the plan selected by you upon activation of your account. incharlottesville.com reserves the right to change, amend and/or otherwise alter the services provided with equivalent or otherwise equal services without prior notice to you.

3 DOMAIN REGISTRATION SERVICES

At Customer’s request, incharlottesville.com may also acquire a Second-Level Domain Name (“Domain Name”), on behalf of Customer. incharlottesville.com will not own or otherwise control any domain name registered on your behalf under this paragraph. incharlottesville.com provides this service as a convenience to you only and you hereby waive any and all claims which you may have, or which may later arise, against incharlottesville.com for any and all damages, losses, claims or expenses arising our or related to the acquisition, registration and/or use of the Domain Name. Any costs incurred by incharlottesville.com to obtain and/or maintain the Domain Name on your behalf shall be charged to you by incharlottesville.com under the provision therefore elsewhere herein.

4 ACCEPTABLE USE

incharlottesville.com strictly enforces compliance with its acceptable use terms under this paragraph (4) four. You agree to maintain your website in full compliance with the terms set forth below. Failure to so comply is cause for immediate suspension and possible termination under paragraph (8) herein.

4.1 You agree that you will not violate the laws, regulations, ordinances or other such requirements of any applicable Federal, State or local government.

4.2 You agree not to cause any harm to minors of any kind or to perform any activity which is likely to cause such harm.

4.3 You agree not to take any action which encourages or consists of any threat of harm of any kind to any person or property

4.4 You agree not to transmit any unsolicited commercial or bulk email. You will not engage in any activity known or considered to be “spamming” or “Mail Bombing”

4.5 You agree not to make any inappropriate communication to any Newsgroup, Mailing List, Chat Facility, or other Internet Forum.

4.6 You agree not to make or attempt any unauthorized access to any incharlottesville.com website or the website of any incharlottesville.com customer.

4.7 You agree not to infringe any copyright, trademark, patent, trade secret, or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software.

4.8 You agree not to collect or attempt to collect personally identifiable information of any person or entity without their express written consent. You shall maintain records of any such written consent throughout the terms of this agreement and for three years thereafter.

4.9 You agree not to undertake any action which is harmful or potentially harmful to the incharlottesville.com server structure.

5 LICENSE

incharlottesville.com pursuant to the terms and conditions set forth herein hereby grants you a non-exclusive, limited, personal, non-transferable license to use the incharlottesville.com Web Hosting Service for the term of the agreement as set forth herein.

6 OWNERSHIP OF INTELLECTUAL PROPERTY; CONFIDENTIALITY

6.1 It is understood and agreed that during the term of this agreement and thereafter you may come into possession of information which is the confidential and proprietary information of incharlottesville.com including but not limited to the incharlottesville.com customer service and maintenance tools. You acknowledge that all right and title to any such incharlottesville.com intellectual property shall remain the sole property of incharlottesville.com and that you have no right, title or interest therein. You further agree not to provide access to the incharlottesville.com services to any third party.

You agree yourself and not to assist any third party in any way to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, license, distribute, market or otherwise dispose of any portion of the incharlottesville.com Services. Any and all right or title to any engineering, coding, programming or customer service work around or other modification of the incharlottesville.com service shall also remain the sole property or incharlottesville.com.

6.2 During the term of this agreement you may have access to certain information and materials relating to the incharlottesville.com business, customers, software technology and marketing which incharlottesville.com treats as confidential (hereinafter “Confidential Information”). You agree to at all times during the term of this agreement and otherwise as set forth herein:

(i) hold in confidence, and not disclose or reveal to any person or entity, any “Confidential Information” without the express prior written consent of incharlottesville.com; and (ii) not use or disclose any of the “Confidential Information” for any purpose at any time, other than pursuant to your rights under this agreement for the purpose intended.
(ii) These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for three (3) years following termination of this Agreement with respect to Confidential Information, which does not rise to the level of a trade secret.

7 TERM

The initial term of this agreement shall be one (1) month with automatic renewal for subsequent additional months after the expiration of the initial term. incharlottesville.com reserves the right to accept pre-payment of renewal periods and may from time to time offer financial incentives for such pre-payment. The term of the agreement, however, shall remain one (1) month.

8 SUSPENSION AND TERMINATION

8.1 Suspension - At the sole option of incharlottesville.com for any reason set forth herein or in the event that you breach any term of this agreement including but not limited to Section 1 (Payment of Fees) and Section 4 (Acceptable Use Policy) incharlottesville.com may suspend your account by deactivating any access by you or by web users to any information contained on the incharlottesville.com servers related to your account while maintaining the information and data related to your account upon the incharlottesville.com servers. Suspension shall specifically include the disabling of your hosted domain and/or any access to information or data related to your account. In the event of any such suspension you will be notified and given an opportunity to correct such breach. In the event that such breach is not corrected within thirty (30) days the account may be terminated under paragraph 8.2. Service charges will continue to accrue on suspended accounts as if they were not suspended. You will remain responsible for the payment of any such charges during any such period of suspension.

8.2 Termination - This agreement and all of it’s terms shall remain in full force and effect until it is terminated. Termination shall include the removal of any and all of your information from the incharlottesville.com servers. Such information or data may or may not be made available to you by incharlottesville.com after any such termination. This agreement may be terminated either

(a) after a period of suspension as set forth in paragraph 8.1 or

(b) by either party upon 45 days notice in advance of a renewal period for any reason.

8.3 In the event of termination under paragraph 8.2(a) there will be no refund provided to you. In addition, incharlottesville.com may charge you an additional termination fee not to exceed $100.00 at its sole option. The assessment of this termination fee shall not effect the rights of incharlottesville.com to recover from your losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorneys fees or other costs of any kind as may be applicable under Virginia Law.

8.4 In the event of any termination under paragraph 8.2(b) of this subsection any service fees paid in advance beyond the next renewal date following the notice period under that section will be refunded to you. This refund shall not include any set-up fees, Domain Registration fees or other fees which are all non-refundable.

9 NOTICE

9.1 Any notice under this agreement shall be given by incharlottesville.com to you via email at the address provided by you to incharlottesville.com at the commencement of this agreement or as incharlottesville.com is subsequently advised. Notice to you at this address is deemed sufficient regardless of your receipt of such email. If you wish to update your email address you should do so at this page.

9.2 Any notice by you to incharlottesville.com shall be made by telephone to a customer service representative at 1-434-971-7334 during incharlottesville.com’s regular business hours of 9:00 a.m. to 5:00 p.m. Eastern Standard Time. Such notice may also be sent via United States Mail to the following Address:

incharlottesville.com
1410 Incarnation Drive, Suite 203
Charlottesville, VA 22902

10 SURVIVAL

Sections 1, 3 through 6, 8, 9, 11, 12, and 14 through 18, inclusive, of this agreement shall survive the termination of this agreement and shall remain in full force and effect after any such termination.

11 WARRANTEES AND LIMITATIONS

11.1 incharlottesville.com makes every reasonable effort to maintain operation of the incharlottesville.com service however because as many events and circumstances are beyond the control of incharlottesville.com, incharlottesville.com does not in any way warrant or otherwise guarantee the availability of the incharlottesville.com system or servers and is not responsible for any delay or loss of data, lack of connection, slow connection, or any other such issues whether due to the active or passive negligence of incharlottesville.com.

11.2 THE INCHARLOTTESVILLE.COM SERVICE IS PROVIDED TO YOU ON AN “AS IS” BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

11.3 In general, incharlottesville.com has no control over information contained on the Internet. Information obtained by you from the Internet may be inaccurate, offensive or in some cases even illegal. incharlottesville.com accepts no responsibility for any information which you receive from the Internet. You accept full responsibility to verify the truth and accuracy, legality and ownership of the information that you obtain from the internet as well as the reputation of the individuals with whom you may deal. incharlottesville.com provides no warrantee for any goods or services which you obtain over the Internet nor the compatibility of any such services with the incharlottesville.com system.

11.4 You specifically hereby waive incharlottesville.com from any claim for damages of any kind whether direct, indirect, special, exemplary, punitive, incidental or consequential, loss of profits or loss of business as the result of any action taken in response to any claim of copyright infringement without regard to whether or not the material claimed to have been infringing is later found to be infringing.

11.5 THE TOTAL SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU AS THE RESULT OF ANY BREACH OF THIS AGREEMENT, NEGLIGENCE, OR ANY ACTION OR FAILURE TO ACT WHETHER INTENTIONAL OR OTHERWISE SHALL BE THE TOTAL AMOUNT OF SERVICE FEES PAID BY YOU TO INCHARLOTTESVILLE.COM IN THE THREE MONTHS IMMEDIATELY PROCEEDING ANY ALLEGATION OF ENTITLEMENT TO SUCH REMEDY. IN NO EVENT SHALL INCHARLOTTESVILLE.COM BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS AS THE RESULT OF ANY SUCH ACTION OR INACTION WITHOUT REGARD TO THE LIKELIHOOD OF ANY SUCH DAMAGES.

12 INDEMNITY

12.1 You agree to fully defend and indemnify and hold harmless incharlottesville.com of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any breach or claim of breach of this agreement or your negligence whether active or passive or any negligence of incharlottesville.com in any way related to your use of the incharlottesville.com service or any portion thereof.

12.2 You agree to fully defend and indemnify and hold harmless incharlottesville.com of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any violation or claimed violation of any copyright or other intellectual property right of any third party which is in any way related to your use of the incharlottesville.com service or any portion thereof. Choice of counsel remains exclusively that of incharlottesville.com

12.3 You agree that upon the assignment of your user ID and password or the start of your service that you will maintain the confidentiality of your account information and assume all responsibility of and from any loss, theft or other destruction of any data as the result of any access to your account via the use of your user ID. You further agree to defend and indemnify and hold harmless incharlottesville.com of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorneys fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any claim for damages in any way related to the disclosure of your confidential User ID and Password information. Choice of counsel remains exclusively that of incharlottesville.com.

13 FORCE MAJEURE

Either party to this agreement shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.

14 ASSIGNMENT

This agreement and the rights hereunder is not assignable or transferable except that incharlottesville.com may assign it’s rights hereunder to any person or entity who shall become a principal owner, or shareholder of incharlottesville.com. Any other attempted transfer or assignment of rights hereunder shall be null and void ab initio.

15 SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

16 CHOICE OF LAW

This Agreement shall be interpreted under the laws of the Commonwealth of Virginia without regard to any conflict of laws provisions. Any action between the parties to this agreement for the breach of this agreement or any action or claim in any way relating thereto shall be venued in the District Court of the Commonwealth of Virginia, Albemarle County. The parties to this agreement hereby consent to jurisdiction in that court and agree to accept service by mail and hereby waive any defense of any kind related to jurisdiction or venue.

17 NO AGENCY

Notwithstanding any other provision of this agreement, incharlottesville.com is not your agent, partner or joint venturer in any respect.

18 AMENDMENT

incharlottesville.com may without advance notice amend this Agreement from time to time, and will do so by posting the new Agreement on the incharlottesville.com web site and/or email out to every account holder. Each and every such amendment shall be become effective immediately for all pre-existing and future accounts.

19 REQUIRED NOTICES

19.1 Copyright Infringement Claims - Any notice concerning any claim of copyright infringement should be addressed to incharlottesville.com, COPYRIGHT INFRINGEMENT CLAIM, 1410 Incarnation Drive, Suite 203, Charlottesville, VA 22901. Telephone (434) 971-7334. Facsimile (434) 977-6576.