These terms of use (the “Terms”) are a legal contract between TheGoodHost, a trading name of BYIO Singapore Pte. Ltd., and “you” (“Customer,” “your,” or “User”). The Terms explain how you are permitted to use the services provided by and through our platform and website(s) (main url located at thegoodhost.io) as well as all of our associated internet and online properties (either linked by TheGoodHost and/or affiliated companies) and any software that TheGoodHost provides to you for download or use, including in your mobile devices (collectively, our “App(s)”) (all of these virtual properties, software and mobile applications, collectively, the “Site”). These Terms also govern your use of all the text, data, information, software, graphics, proprietary content, and more (all of which we refer to as “Materials”) that we and/or our affiliates may make available to you, as well as any services we may provide through this Site). Collectively, the Site, the Materials, and the services provided therein are referred to as the “Services.”

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Contractual Relationship

By using the Services, you represent and warrant that you are of age under the laws of your jurisdiction and/or lawfully able to enter into contracts. If you are not legally able to enter into contracts, you may not use the Services at any time or in any manner or submit any information to TheGoodHost or the Services. If you enter these Terms on behalf of a business entity or organization, you represent and warrant that you have the legal authority and capacity to bind such a business entity or organization. If you are not authorized nor deemed by law to have such authority, you assume sole personal liability for the obligations set out in these Terms.

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Privacy

Please review our privacy policy (the “Privacy Policy”) which explains how we use the information you submit to TheGoodHost. The Privacy Policy is hereby incorporated by reference.

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Modifications

(a) These Terms. TheGoodHost can change, update, add, or remove provisions of these Terms at any time by posting the updated Terms on the Site and by providing a notice on the Services. We will ask for your express consent to the updated Terms where we are legally required to do so, and our notice to you will explain how you can accept or reject the changes. If you do not agree with any of the updated Terms, you must stop using the Services. Unless otherwise required by law, the updated Terms are effective as of the day of posting. (b) The Services. TheGoodHost may change the Services at any time without notice to you. If you object to any changes to the Services, your sole recourse will be to cease using the Services. Continued use of the Services following the posting of any such changes will indicate your acknowledgment of such changes and satisfaction with the Services as modified. We also reserve the right to discontinue the Services, or any component of it, at any time without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Services. (c) Paid subscriptions. Please note that if you are under paid-subscription services with us, in the event we change the price for the services which you have previously agreed to pay or if we substantially change the services you are paying for, we will also notify you of such changes as contemplated in Section 3(a) above. Any changes will become effective after your then-current subscription expires or terminates. If you do not agree with such changes and you communicate this to us in accordance with the notification, we will not automatically renew your subscription, even if you previously agreed to automatic renewal for payment. (d) Executed Contract(s). If You have entered into a separately executed agreement for services with TheGoodHost (collectively and individually, “Contract”), such Contract shall supersede these Terms. If there is any conflict between these Terms and the Contract, the Contract will prevail. In cases where the Contract does not address specific provisions included in these Terms, these Terms will apply, supplementing the Contract.

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Users

(a) Visitors. Visitors may browse the Site in accordance with these Terms but will not have full access to the Services without first becoming “Registered Users.” (b) Registered Users and Accounts. To access certain features of the Services, you will be required to become a Registered User. A “Registered User” is a User who has registered an account with us (your “Account”). As a Registered User, you choose what information you may make public or showcase. By registering as a User, you represent that you are not barred from using the Services under these Terms, the laws of the United States of America, your place of residence, or any other applicable jurisdiction. (c) Registration Data. In registering for the Services, you agree to (i) provide true, accurate, current, and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You agree that all notices and communications between Us will be sent to the email address You provide. If you provide any information that is untrue, inaccurate, not current, or incomplete, or TheGoodHost has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, TheGoodHost has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof) for breach. You agree not to create an Account using a false identity or information. You agree that you shall not have more than one Account at any given time. You agree not to register for an Account on behalf of an individual other than Yourself or register for an Account on behalf of any group or entity unless you are authorized to bind such person, group, organization, or entity to these Terms. By registering another person, group, organization, or entity, you hereby represent that you are authorized to do so. You agree not to create an Account or use the Services if TheGoodHost has previously removed you or has been previously banned from any of the TheGoodHost properties. (d) Account Management. When registering for the Services, You will choose a login (email) and password. You may use the Services or modify Your Content and data only through login and password. You are entirely responsible for maintaining the confidentiality of Your password and for any and all activities which occur using Your credentials and/or under your Account. TheGoodHost reserves the right to establish an Account verification process to verify the account and/or any information provided. You agree to immediately notify Us of any unauthorized use of Your Account or any other breach of security known to (or reasonably suspected by) You at support@thegoodhost.io. TheGoodHost shall be entitled to monitor your username and password and, at its discretion, require you to change it. If you use a username and password that TheGoodHost considers insecure or inappropriate, TheGoodHost will be entitled to require this to be changed and/or terminate your Account. TheGoodHost reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates the third party’s rights. It is also Your responsibility to make sure that Our domain(s) (including “thegoodhost.io”) are not included in any spam block list used by You or Your mail provider. You are required to perform all necessary security configuration and management tasks (1) for Your site(s) and all domains, web pages, or IP addresses which You are hosting through the Services and (2) to protect Your Content (defined below) and data, including that of Your customers and/or end users hosted through the Services. You are responsible for managing updates and security patches, any application software or utilities installed, any files accessible via Your site(s), and the configuration of any TheGoodHost-provided security utilities.

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Services

At the time of initial registration, You will select from the list of available Services the service plan(s) to which You wish to subscribe (each a “Subscription”). All Subscriptions to Services are subject to formal acceptance by TheGoodHost. Your Subscription to the Services will be deemed accepted by TheGoodHost when TheGoodHost delivers a confirmation of the Subscription to You. TheGoodHost reserves the right to refuse to provide You with any Service for any reason. Notwithstanding Our Uptime Guarantee, TheGoodHost reserves the right to interrupt access to the Services to perform regular and emergency maintenance as needed. You may order additional Services at any time, provided that You agree to pay the then-current fees for such additional Services. All additional services shall be considered “Services” hereunder. All Services provided are subject to availability and these Terms. For as long as you agree to these Terms and abide by them, you may use the Services. These Terms apply to all Service Users, including Visitors and Registered Users, who contribute to User Content. The Services are licensed, not sold, to you. (a) Grant of a Limited License. Copyright laws protect the Services throughout the world. Subject to your agreement and continuing compliance with these Terms and any other relevant TheGoodHost policies, TheGoodHost grants you a non-exclusive, non-transferable, non-sublicensable, revocable limited license subject to the limitations below to use the Services and/or download, and use a copy of any Apps or client-software on a device or computer that you own or control and to run such copy solely for your own internal business or individual purposes only. You agree not to use the Services for any other purpose. (b) Restrictions. You may not: (i) remove any copyright, trademark, or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by TheGoodHost; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services except as expressly permitted by TheGoodHost; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

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Subscriptions and Cancellations

(a) Subscriptions. Your Subscription or commencement of the Services shall begin upon confirmation to You and receipt of lawful funds, whichever comes earlier. You choose the Subscription’s initial term length, which shall be indicated when subscribing to Our Services. The Subscription may not be terminated by You during the Initial Term (and any renewals thereof) except in the event of a breach by TheGoodHost. After the Initial Term, the Subscription shall automatically renew for successive terms, equal in length to the Initial Term, unless terminated or canceled by either party as provided herein. (b) Pricing. Subject to Section 3(c), TheGoodHost reserves the right to change prices for paid Subscriptions at any time and does not provide price protection or refunds in the event of promotions or price decreases. Any pricing changes will become effective after your then-current Subscription expires or terminates. You understand that if We agree to provide Services to You in the future after your Subscription terminates for any reason, the amount You paid under any prior term or time period is not determinative of the amount You will pay should We provide Services to You again. It is Your responsibility to check Our Site for plan or price changes should You wish to take advantage of plan or price changes that may have occurred. TheGoodHost does not automatically update Your Subscription plan. All upgrades or downgrades will be performed at Your request and may include modification of Fees (defined in Section 7(a)) or require reinitiating service with Us. (c) Automatic Renewal Terms: To facilitate the continuity of the Services to you, each paid Subscription contains automatic renewal terms. TheGoodHost will automatically renew your paid Subscription as per the Subscription period of your choosing (each a “Subscription Term”) on the anniversary of that date that TheGoodHost first charges your Account for the first Subscription fee, and, as authorized by you during the Subscription sign-up process, TheGoodHost will charge your Account with the applicable Subscription fee and any sales or similar taxes that may be imposed on your Subscription fee payment (unless you cancel prior to the anniversary date). Each Subscription renewal period is for the same Subscription Term as the prior one unless otherwise agreed between you and TheGoodHost. IF YOU CANCEL YOUR SUBSCRIPTION, YOUR ACCESS TO AND USE OF THE SERVICES WILL BE SHUT OFF ONCE YOUR THEN-CURRENT SUBSCRIPTION TERM EXPIRES. TheGoodHost reserves the right to modify pricing at any time (but not the price in effect for your then-current Subscription Term) upon advance notice to you. If you have not canceled your Subscription or turned off the auto-renew function within the specified time after receiving notice of a price change, your Subscription will auto-renew at the price indicated in your notice. (d) CANCELLATION TERMS: YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME, AND SUCH CANCELLATION SHALL BECOME EFFECTIVE UPON EXPIRATION OF YOUR THEN-CURRENT SUBSCRIPTION TERM. You agree and understand that you will be charged Subscription fees until the expiration of your then-current Subscription Term. SUBSCRIPTION FEES WILL NOT BE REFUNDED, IN WHOLE OR IN PART, SUBJECT TO APPLICABLE LAW. You will not be eligible for a prorated refund of any portion of the Subscription fees paid for any unused days of the then-current Subscription Term. If you have any problems or concerns with your cancellation, please contact us at support@thegoodhost.io for assistance.

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Payments

(a) If you purchase any Services that we offer for a fee, either on a one-time or on a Subscription basis (collectively “Fees”), you agree and consent to TheGoodHost’s use of third-party payment providers for billing and processing online payments (see below), and you agree to pay the applicable Fees for the Services (including, without limitation, periodic fees for Subscriptions) as they become due, plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Unless separately negotiated by You and Us and confirmed by a separate written agreement, the initial and recurring Fees for the Services selected by You shall be as provided in the initial online order form. All set-up fees and special programming fees are non-refundable. Unless otherwise indicated, we may invoice Fees for Services in advance. Failure to make payment of Fees for Services when due may result in the suspension or termination of Services. (b) Services are billed on an automatic, auto-renewal, and recurring basis unless and until you follow TheGoodHost’s cancellation procedure outlined in this Agreement. Your obligation to pay fees continues through the end of the Subscription Term (defined in Section 6(c)). Our Subscriptions may be subject to usage limits. You agree and understand that we verify the use of the Service periodically. If, as part of a routine verification process, we determine that Usage exceeds the current amount of usage limits purchased, we reserve the right to invoice you for the additional use. We may contact you to discuss your current plan and other options available to you. You agree to upgrade to a higher usage plan if necessary. (c) At the time of registration, You must select a payment method. By providing a payment method, You expressly authorize TheGoodHost to charge said payment method at regular intervals subject to Your particular Subscription. TheGoodHost reserves the right to contract with a third party to process all payments. Such third parties may impose additional terms and conditions governing payment processing. If You do not pay all Fees when due, Your account will be deemed past due. For any past due Fees, TheGoodHost reserves the right to charge You interest at ten percent (10%) per month of the unpaid amount until paid. (d) You agree to pay any and all taxes, including personal property, value-added, or sales taxes, resulting from Your use of the Services. TheGoodHost is not responsible for any bank fees incurred by You due to Your use of check cards, automatic payment services, insufficient funds, and any and all other fees your financial institution may impose due to Your use of the Services. If TheGoodHost should receive less than full payment of the Fees due to taxes, bank charges, transfer fees, or the like, TheGoodHost will invoice You for the difference between the payment received and the Fees due. You also agree to pay all attorney and collection fees arising from TheGoodHost’s efforts to collect any past due Fees. (e) If you cancel any Service before the expiration of the pre-paid Fees, You understand and agree that TheGoodHost, at its sole discretion, may not issue You any refund whatsoever, including but not limited to any remaining pre-paid Fees, set-up Fees, and/or special programming Fees. Any refunds, if any, will be refunded to the original payment method only. (f) If you do not pay on time or if TheGoodHost cannot charge your payment method for any reason, TheGoodHost reserves the right to either suspend or terminate your Subscription, access to the Services, and/or Account and terminate these Terms. (g) Coupons and Discount Codes. From time to time, TheGoodHost may offer coupons or other discount codes which may be used when signing up for Services with Us. Coupons and discount codes are for first-time customers of TheGoodHost only and must be used at the time of Your initial purchase with Us – they may not be applied after the commencement of the Services. Unless expressly provided, such coupons and discount codes may not be used to upgrade your account. Any account We deem to be attempting unauthorized coupon or discount code use may be subject to Termination for Cause (see Section 8).

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Termination

(a) TheGoodHost may terminate your Subscription at its sole discretion at any time for any reason or no reason (“Termination without Cause”). In such a case, TheGoodHost will provide you thirty (30) days’ written notice before the discontinuation of Services. If TheGoodHost cancels your Subscription pursuant to any of the terms outlined in these Terms, except for Termination without Cause, TheGoodHost shall not refund to You any fees paid or prepaid in advance of such cancellation, and You shall be obligated to pay all fees, and charges accrued before the effectiveness of such cancellation. In the event that TheGoodHost terminates the Agreement for cause, all prepaid Fees will be forfeited and are not refundable. The termination of your Subscription does not relieve You of Your obligation to pay any Fees accrued or payable to TheGoodHost prior to the effective date of termination of your Subscription. (b) In addition to TheGoodHost’s right to terminate your Subscription provided elsewhere in these Terms, TheGoodHost may terminate your Subscription effective immediately if, based on TheGoodHost’s sole judgment, it determines that You or any of Your end users: (i) have breached the Acceptable Use Policy (“AUP”), (ii) have infringed or violated any intellectual property right or privacy or publicity right of a third party, (iii) have not complied with any applicable law, statute or regulation, or (iv) have uploaded, published or disseminated any images, text, graphics, code or video which TheGoodHost considers illegal or high risk, in its discretion, or (v) breached these Terms. Nothing contained in these Terms is intended to, or shall, impose any duty or obligation upon TheGoodHost to monitor or review Your Content (defined in Section 12) or the content of Your end users at any time. You remain solely responsible for Your Content and any liability generated therefrom. (c) The termination of your Subscription will end Your access to the Services and Your license to the Materials. TheGoodHost shall not be liable to You or to any third party for termination of the Services permitted under these Terms. Upon termination of your Subscription, TheGoodHost reserves the right to maintain copies of Your data files and records for archival purposes but does not undertake any obligation to do so. TheGoodHost reserves the right to impose an early termination charge for all Services terminated before the last day of the billing cycle. (d) If either party cancels or terminates your Subscription for any reason, You shall be solely responsible for making all necessary arrangements for securing a replacement service provider and timely moving all electronic data, graphics, images, video, or text to the new service provider. (e) TheGoodHost will not have any liability whatsoever to you for any suspension or termination, including for deletion of Content. All provisions of the Terms, which by their nature should survive, shall survive termination of the Service, including, without limitation, ownership provisions, warranty disclaimers, and limitation of liability. You may close your Account by using the feature provided in the Services or, in the alternative, by emailing us at support@thegoodhost.io. We will proceed to close your Account and send you an email confirmation.

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Acceptable Use Policy

To use our Services, you agree to and warrant that you will comply at all times with our Acceptable Use Policy (“AUP”), as these may be amended from time to time, which regulate prohibited and/or acceptable practices relating to the use of our Services, including limitations on User Content, prohibited activities, system abuse, and security. If you disagree with our Policies, you must discontinue use of the Service. The Policies are hereby incorporated by reference.

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Copyright Infringement and DMCA Notices

TheGoodHost does not permit copyright-infringing activities and infringing intellectual property rights on the Services. Pursuant to the safe-harbor provisions provided by the Digital Millennium Copyright Act of 1998 (“DMCA”), TheGoodHost will remove User Content if properly notified that such User Content infringes on another’s intellectual property rights. TheGoodHost reserves the right to remove User Content without prior notice.

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User Content

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Content

(a) You are responsible for the information, text, opinions, messages, comments, audiovisual works, motion pictures, photographs, animation, videos, graphics, sounds, music, software, Apps, and any other content or material that You or your end users submit, upload, post, host, store, or otherwise make available (“Make Available”) on or through the Services (collectively, “Your Content,” “Content” or “User Content”). You may not Make Available on the Services any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark, or other proprietary right owned by a third party, and the burden of determining whether any such right protects any material is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights, or any other harm resulting from any User Content you make or submit. As between you and us, you own your User Content, and you have complete responsibility for all User Content you make or submit, including its legality, reliability, and appropriateness, while using the Services. You hereby grant TheGoodHost a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your User Content, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and otherwise use and commercialize the User Content in any way that TheGoodHost deems appropriate, without any further consent, notice and/or compensation to you or to any third parties, for purposes of providing the Services to you. (b) TheGoodHost will not actively monitor Content being hosted by TheGoodHost, although TheGoodHost, at its sole discretion, may elect to monitor its network electronically and may disclose any content or records concerning Your Account as necessary to satisfy any law, regulation, or other governmental request or to operate our network and protect any of our customers adequately. TheGoodHost will investigate complaints about violating a third-party right or the AUP. TheGoodHost will cooperate with those attempting to minimize Internet abuse and reserves the right to institute “filters” or other mechanisms for that purpose. TheGoodHost will cooperate with law enforcement authorities and reserves the right to notify such authorities if it suspects that You or any of Your end users are engaged in illegal activities. Nothing contained in this Section, or anywhere in these Terms, is intended to bestow any rights on any third party, and no third party shall be entitled to enforce any terms of these Terms between us, the parties. (c) You acknowledge and expressly agree that TheGoodHost will not be liable to You or any of Your end users for any action TheGoodHost takes to remove or restrict access to the Services for any alleged violation of the AUP, or exercising its rights under the DMCA. (d) TheGoodHost may, at its sole discretion, immediately terminate Your Account and access to the Services, and terminate these Terms for cause, if Your conduct violates our Policies (See Section 10) or if any of Your end users’ or downstream customers’ conduct violate such Policies. We respect the intellectual property rights of all parties and have adopted a policy regarding the termination of repeat copyright infringers under the DMCA (See Section 9).

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Specific Requirements for Service Providers and User-Generated Content Subscribers

(a) If You use Our Services for any site, sub-domain, page, or business model that allows Your end users or customers to control or upload material to Internet space assigned to You by Us, You shall be deemed to be acting as a “Service Provider” with respect to such services and/or customers. Service Providers include but are not limited to customers who; (i) resell bandwidth as hosts to third parties; (ii) operate user-generated content sites such as forums, “tube” sites, review sites, and online classified advertising sites; (iii) operate search engines; or (iv) operate a peer-to-peer file sharing networks. Customers acting as a Service Providers for third-party users shall comply with the following provisions: You shall notify Us of all domains, web pages, or IP addresses for which you act as a Service Provider.

• You shall comply with 17 U.S.C. §512 of the DMCA by properly designating an agent for receipt of copyright infringement notices, and You shall publish a link on the home page of any website for which You are a Service Provider to a DMCA Notice and Takedown Policy, identifying the website’s designated agent and associated contact information. “Service Providers” within the meaning of 17 U.S.C. § 512(k)(1) require that any DMCA Notices relating to alleged infringement of a Moonqube Service Provider Customer be submitted directly to the DMCA Agent designated by such Customer.
• You shall provide Us with a current link to Your DMCA Notice and Takedown Policy and further advise Us of any changes to Your Designated Agent contact information. This shall be a continuing obligation for as long as You use Our Services.

It is the policy of Moonqube to provide any infringement notices it receives relating to Service Provider subscribers directly to the subscriber’s Designated DMCA Agent, and to notify further any copyright claimants of the identity and contact information for such Agent. Failure to maintain compliance with this section shall constitute a material breach of these Terms. (b) In keeping with Our DMCA policies and obligations set forth above, You understand, agree, and expressly allow Us to access and subsequently disable public access to any files or data residing on the server, disk, partition, or other data space under Your control when such files or data, in Our discretion: (i) have been identified in a substantially-compliant DMCA notice under 17 U.S.C. § 512; or (ii) when We become aware of facts or circumstances indicating that such files or data are infringing on the copyrights or other intellectual property rights of third parties. Given that Our customers may employ various methods of securing files in conjunction with Our Services, and in an attempt to avoid material disruption of Our customers’ Services, You agree that You will provide Us with Your preferred procedure for disabling access to material identified under this provision. If We forward You a substantially-compliant DMCA Notice which concerns content under Your control, You are obligated under these Terms to disable or remove access to such content immediately. Irrespective of the above, We reserve the right to disable or remove access to such content at Our discretion and without claim of damage or injury by You. While We will attempt to simply disable access to such Content without entirely deleting it, or suspending all services to your Account, We make no warranties concerning harm or injury to the Content and reserve the right to take any necessary actions to disable access to the identified material, including suspension or termination of Services. It is, therefore, in Your best interest to promptly respond to any DMCA Notices You may receive. Should You or Your website’s users feel that such DMCA Notice was erroneously or improperly sent, You must follow the Counter-Notification procedure outlined in our Copyright Policy, and wait the required period of time before We allow public access to the content to resume. (c) Nothing contained in this Section, or any part of these Terms, shall constitute legal or professional advice regarding any matter referenced therein. You are responsible for obtaining your own legal advice regarding compliance with any and all applicable laws or regulations.

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Third-Party Services, Software, Links and Licensing

(a) Third-Party Services. You may in Your sole discretion elect to use third-party products, software and/or services (collectively, “Third-Party Services”, offered by one or more “Third Party”) in connection with the TheGoodHost Services and TheGoodHost may in its sole discretion help facilitate Your use of such Third-Party Services in connection with the TheGoodHost Services, however You acknowledge and agree as follows: (i) You are solely responsible for purchasing or licensing Third-Party Services as may be required by any such third party; (ii) You shall be subject to any applicable terms governing such Third-Party Services, which are in addition to this Agreement; (iii) You shall pay all fees charged by such third party for such Third-Party Services, and recognize that the terms governing such fees (including any price adjustments) are not necessarily in TheGoodHost’s control, even if payment is facilitated through the TheGoodHost Services; (iv) regardless of TheGoodHost’s assistance, You are solely responsible for installing and maintaining any Third-Party Services at Your expense; and (v) TheGoodHost SHALL NOT BE LIABLE IN ANY MANNER FOR ANY THIRD-PARTY SERVICES, and any assistance provided by TheGoodHost in connection with such Third-Party Services shall not alter Your responsibility or Our liability disclaimer under this section. You agree and understand that you, and not TheGoodHost, are solely responsible for your compliance with the licensing terms of any Third-Party Services or products that are made available to you within TheGoodHost Services. If TheGoodHost notifies you of any reporting or compliance obligations to the Third-Party provider, it is your obligation to report your own usage and comply with any licensing terms. TheGoodHost will not and does not monitor your compliance. Notwithstanding the foregoing, if any such Third-Party provider finds you (or any of TheGoodHost’s customers) non-compliant with the Third Party’s agreement or obligations, TheGoodHost reserves the right to terminate the Services or Account of the non-compliant customer, without giving any advance notice. You agree and understand that TheGoodHost may and will share all available Customer data with the applicable Third Party if contractually obligated. (b) Third-Party Sites and Links. The Services may also be linked to other websites that are not TheGoodHost properties (collectively, “Third-Party Sites”). You acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than TheGoodHost, and you further acknowledge and agree that the respective Third-Party Site privacy policy governs your use of such Third-Party Sites and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, user guides, and privacy policies of any of Third-Party Sites. TheGoodHost does not verify, make any representations or take responsibility for any Third-Party Site, including, without limitation, the truthfulness, accuracy, quality, or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT TheGoodHost WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES, AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY. Any reference on the Services to any product, service, publication, institution, or organization of any third-party entity or individual does not constitute or imply TheGoodHost’s endorsement or recommendation. (c) Bring Your Own License. Bring Your Own License (“BYOL”) is the process by which you bring your previously purchased licenses to run on our cloud (“TheGoodHost Cloud”). Our deployment model has options to meet platform licensing needs, i.e., you can use licenses provided by us, or you can bring your own. When you BYOL, any licensing costs of the product you bring are removed from the price of the instance, and you are solely responsible for managing your licenses.

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Intellectual Property Rights

(a) The Services and all proprietary and intellectual property rights embodied and practiced therein, including the Site’s look and feel, are and shall remain TheGoodHost’s property (or the property of TheGoodHost’s licensors). Neither these Terms nor your use of the Services convey or grant any rights to you: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner TheGoodHost’s company names, logos, product and service names, trademarks or services marks or those of TheGoodHost’s licensors. There are no licenses by implication. If you breach any of these Terms, the above license will terminate automatically, and you must stop using the Services and immediately destroy any Materials downloaded or printed from the Service. (b) All Services provided by TheGoodHost may only be used for lawful purposes. (c) As between You and TheGoodHost, TheGoodHost acknowledges that it claims no proprietary rights in or to Your Content. You hereby grant to TheGoodHost a non-exclusive, worldwide, and royalty-free license to copy, make derivative works, display, perform, use, broadcast, and transmit on and via the Internet Your Content, solely for the benefit of You and to enable TheGoodHost to perform its obligations under these Terms. (d) In connection with the performance of the Services and at the sole discretion of TheGoodHost, TheGoodHost may (but is not obligated to) provide You with certain Materials, including, without limitation, computer software (in object code or source code form), data, documentation or information developed or provided by TheGoodHost or its suppliers under these Terms, domain names, electronic mail addresses and other network addresses assigned to You, and other know-how, methodologies, equipment, and processes used by TheGoodHost to provide You with the Services. Subject to these Terms, TheGoodHost hereby grants You a limited, revocable, non-transferable, non-exclusive license to use the Materials solely in connection with the Services. This license terminates when these Terms terminate. As between You and TheGoodHost, You acknowledge and agree that TheGoodHost owns all rights, titles, and interests or otherwise has acquired all applicable licenses for the Materials and all copyright, trade secret, patent, trademark, and other intellectual property rights therein. Any use of the Materials after termination of these Terms is not licensed and strictly prohibited. You agree that You will not upload, transmit, reproduce, distribute, or in any way exploit any Materials obtained through the Services without first obtaining express written permission to do so from TheGoodHost. (e) If We are required to enlist the assistance of an Attorney or other person to collect any liquidated damages or any other amount of money from You, or if We are required to seek the assistance of an Attorney to pursue injunctive relief against You, or if We are required to file an ICANN complaint against You to bring about the transfer of an offending URL to Us from You, then You additionally agree that You will reimburse Us for all fees incurred in order to collect these liquidated damages or to seek injunctive relief from You, or in order to file and prosecute an ICANN complaint. (f) You understand that even a nominal amount of damages may require the expenditure of extensive legal fees, travel expenses, costs, and other amounts that may dwarf the liquidated damages themselves. You agree that You will pay all of these fees and costs.

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Additional Provisions

(a) Back-ups & data loss: You agree that Your use of TheGoodHost’s Services is at Your own risk and that TheGoodHost is not liable for any data loss in connection with its Services. You are solely responsible for creating backups of Your Content. If, during Our own routine maintenance, We do create a backup of Your Content which You later request Us to restore to Your account, We cannot guarantee that we will be able to do so or that Your Content will be unharmed as a result of the initial data loss or the subsequent restore procedure. To that end, We highly recommend that You establish Your own routine backup procedure and that You periodically test restoring files from Your backup media to ensure that You are making viable backups. Should you wish for TheGoodHost to provide you with routine backup services in addition to the Services provided under these Terms, please Contact Us. We offer many different backup solutions as an add-on service to Our regular Services, and all such services are provided through a separate, written agreement. (b) Resource Usage: TheGoodHost reserves the right to suspend services or disable accounts if the account unduly stresses system resources. TheGoodHost will advise You of a temporary block placed on any account that consumes an inordinate amount of system resources to the point of degrading overall system performance. (c ) Security: Any security violation of the Services is prohibited and may result in criminal and civil liability. Unauthorized Access to the servers used to provide the Site, Services, and/or Materials (the “Servers”) is strictly prohibited and violates these Terms and the AUP. You agree not to engage in such activity or to attempt to breach the Servers to alter or manipulate the hardware or software, compromising the Servers, or for any other unauthorized use commonly known as “hacking.” In the event You are involved in any violation of system security, We reserve the right to release information about You to system administrators at other sites in order to assist in resolving security incidents, and We shall also cooperate with any law enforcement agency investigating a criminal violation of system, cyber threats, or network security. Additionally, any violation of these security provisions may, at Our sole discretion, be grounds for Termination for Cause of Your Account as per these Terms. (d) Bandwidth Usage: Your monthly bandwidth allowance is determined by the specific package for which You sign up. If Your account exceeds Your monthly allowance, we reserve the right to charge you overage fees. (e) Publicity: You grant us the non-exclusive, royalty-free, worldwide right and license to add your name, trademark, and company logo (“Customer Marks”) to our customer lists, websites, and marketing materials for the purpose of denoting your status as a customer and/or user. You can opt out of this use by contacting us at legal@thegoodhost.io. Notwithstanding the foregoing, nothing herein will limit our ability to use such Company Marks as otherwise permitted under relevant law.

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Service Level Agreement

TheGoodHost offers You a Service Level Agreement (“SLA”) guaranteeing the specific availability of Our Services. To be eligible for any credits to Your account, You must follow the specific procedures outlined in the SLA for notifying Us of Your desire for credits. You understand and agree that the failure to follow the procedure in the SLA within three (3) days of the triggering event will result in Your waiver of any right to receive credits. SLA credits expire one (1) year after issuance and are not redeemable for cash.

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Interactions Between Users

You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Service. TheGoodHost may limit the number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through the use of the Services or otherwise limit your use of the Service. TheGoodHost reserves the right but has no obligation to monitor or become involved in any way with these disputes. You will fully cooperate with TheGoodHost to investigate any suspected unlawful, fraudulent, or improper activity, including, but not limited to, granting TheGoodHost access to any password-protected portions of your Account. TheGoodHost reserves the right to restrict, suspend, or close your account if TheGoodHost determines, in our sole discretion, that doing so is necessary or in our best interests. If you have a dispute with one or more Users, you release TheGoodHost (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

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No Warranties

You expressly agree that your use of the services is at your sole and exclusive risk. The services are provided on an “as is, with all faults” and “as available” basis. TheGoodHost expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Other than as expressly set forth herein, TheGoodHost makes no warranty that the services will meet your requirements or that the services will be uninterrupted, timely, secure, or error-free; nor does TheGoodHost make any warranty as to the results that may be obtained from the use of the services or as to the accuracy or reliability of any information obtained through the services or that defects in any software, hardware or the services will be corrected. Any statements made regarding such matters in promotional materials shall be considered advertising references, and not warranties. You understand and agree that any use you make of any material and/or data downloaded or otherwise obtained through the use of the services is at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. TheGoodHost has no control over the content of third-party services. Use of any third-party services will be at your own and sole risk and subject to the terms and conditions of a separate agreement between you and the third party. TheGoodHost makes no warranty regarding any goods or services purchased or obtained through the services or any transactions entered into through the services. No advice or information, whether oral or written, obtained by you from TheGoodHost or through the services shall create any warranty, whether by implication, estoppel, or otherwise, including but not limited to any marketing or promotional materials describing the services on TheGoodHost’s website. Unless otherwise agreed to in writing, TheGoodHost does not make a backup of your site(s) as part of the services. accordingly, we encourage you to back up your site(s) regularly.

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Limitation on Liability

You are solely responsible for the content, operation, and security of your online properties and/or conduct of your business and all other matters under your control. In no event shall TheGoodHost be liable to you for any damages arising from or related to the content, the operation, or security of your website and/or business or failure to operate your website and/or business. This section applies to all claims by you or your end users irrespective of the cause of action underlying the claim, including, but not limited to, breach of contract, tort, including but not limited to negligence, strict liability, fraud, and/or misrepresentation. Regardless of the type of claim or the nature of the cause of action, you agree that in no event will TheGoodHost, our affiliates, contractors, service providers, employees, agents, or licensors, or any other party involved in creating, producing, or delivering the services, technology, or content available on the services (“affiliates”), be liable to you in any manner whatsoever: (a) for any decision made or action or non-action taken by you in reliance upon the information provided through the services; (b) for loss or inaccuracy of data, or cost of procurement of substitute goods, services or technology; (c) for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of revenues, loss of profits or loss of reputation, for business interruption or similar action, even if TheGoodHost has been advised of the possibility of such damages; or (d) for your use of any third-party services. The total aggregate and maximum liability of TheGoodHost and the affiliates, arising from or otherwise relating to this agreement (regardless of the form of action or claim), is limited to any amounts you have paid to TheGoodHost during the last two (2) months prior to the accrual of the cause or causes of action.

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Indemnification

You agree to defend, indemnify, and hold TheGoodHost and its Affiliates harmless from and against any and all claims and liabilities, including reasonable attorneys’ and experts’ fees, related to or arising from (a) any breach of Your covenants under these Terms; (b) Your use of the Services; (c) any defamatory, libelous or illegal material contained within User Content or Your information and data; (d) any claim or contention that Your Content, Your information, and data, or Your use of any Third-Party Services infringes any third party’s patent, copyright or other intellectual property rights or violates any third party’s rights of privacy or publicity; (e) any third party’s access or use of User Content or Your information and data; (f) any violation of the applicable Policies (see Sections 10 and 11). In the event of a claim under this section, TheGoodHost shall be permitted to select legal counsel to provide a defense to such a claim. TheGoodHost reserves the right, at its own expense, to participate in defense of any matter otherwise subject to indemnification from You, but shall have no obligation to do so. You shall not settle any such claim or liability without the prior written consent of TheGoodHost, which shall not be unreasonably withheld.

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General

These Terms, together with our Privacy Policy and related notices, Acceptable Use Policy, our SLAs, any separate Contract we may have executed directly with you, and any Additional Terms that we may make available from time to time through our internet properties, constitute the entire agreement between you and TheGoodHost regarding your use of our Services and supersede and replace any prior written or oral agreements regarding the foregoing. Our failure to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such right or provision. If any provision of the Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. Neither the rights nor obligations arising under these Terms are assignable by you. Any such attempted assignment or transfer shall be void and without effect. We may assign these Terms without restriction. TheGoodHost is an independent contractor; nothing in these Terms shall be construed to create a partnership, joint venture, or agency relationship between the parties. Beginning upon commencement of the Services to You and continuing for a period of two (2) years after the termination of these Terms or after any other cancellation or termination of Your account or Services with Us, You agree not to directly or indirectly, solicit, hire, contract, or otherwise employ any TheGoodHost employee who was an employee during the term of these Terms (including the Initial Term and any successive terms), to work for You or any other firm, person or business, of whatever character, corporate or otherwise. Headings, Section, and subsection headings of these Terms are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof. TheGoodHost shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its reasonable control, including but not limited to: acts of God; war, riot, embargoes, acts of civil or military authority, public health emergencies, pandemics, or terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software for so long as the such event continues to delay TheGoodHost’s performance.