Managed WordPress Hosting T&C's
This Policy amends the Agreement between Metric International, Inc., our partners, service providers, sub-contractors or affiliates (hereinafter: “Metric International”, “Agency”, “us”, “we”, “our”) and Customer (hereinafter: “Customer”, “Client”, “user”, “you”, “yours”) and describes, but is not limited to, certain restrictions, conditions, rights, prohibitions, related to your use of the Services. The examples described in this Policy are not exhaustive. We may modify this Policy at any time by posting a revised version on our website. By using the Services or accessing the Metric International, Inc. website, you agree to the latest version of this Policy. Any violation of the Policy or if you authorize or help others to do so, shall be deemed a breach of the Agreement, and we may suspend or terminate your use of the Services.
By purchasing any Service(s) from Metric International, you declare that you have read, understood and agree to be bound by this Policy. It is essential that you read this Policy prior to purchasing any Service(s) from Metric International.
By accessing or using any part of the Website, you agree to be bound by the terms & conditions of this agreement. Should you decide to not agree to any or all and without modification of the operating rules, policies, disclaimers and terms & conditions of this agreement, then you may not access the Website or use any services. The content of this Website is protected by applicable copyright and trademark law and cannot be used, reproduced, shared or copied without explicit and written consent from us.
Laws; Harmful Content.
You may not use the Services to violate any governing law or regulation, including laws prohibiting: copyright, patent, trademark, trade secret, or other intellectual property infringement, misuse, or misappropriation; distribution of child pornography, child erotica, non-consensual sex acts (including in the support of or furtherance of sex trafficking), or bestiality; gambling; defamation, harassment, libel, or slander; fraud or false advertising; and hacking, phishing, social engineering, or any transmission of malicious code or unauthorized use of the computing resources of an end user. It is Metric International, Inc.’s policy to terminate the Services of customers who are repeat infringres of intellectual property rights. Further, you may not use the Services in connection with any content that we reasonably believe: promotes, incites, or threatens violence; is in support of or furtherance of sex trafficking; contains harassing content or hate speech; violates any person’s privacy; constitutes terrorism or trafficking in weapons or other illegal items; or is likely to result in retaliation against Metric International, Inc.’s system, network, or employees, including behavior that results in any denial of service attack. The Services may not be used in violation of export laws, controls, regulations, or sanction policies of the United States or your applicable jurisdiction. The Services may not be used by any individual or legal entity which is involved with or suspected of involvement in activities or causes relating to: illegal gambling; terrorism; narcotics trafficking; arms trafficking or the proliferation, development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles; in each case including any affiliation with others whatsoever who sponsor or support the above such activities or causes.
You may not use the Services in any circumstance or fashion where a failure of the Services could result in death or physical injury.
If you use the Services to transmit email, you must do so responsibly. Sending or promoting spam using the Services is prohibited and may result in immediate termination of your account. We consider spam to be the transmission of any email messages that are in violation of the most recent regulations issued by the Federal Trade Commission implementing the CAN-SPAM Act or, if you are sending emails to non-domestic end users, any foreign equivalent thereof. In addition, and at our discretion, we may place limits on the number of outbound messages you send if our review of your account indicates that you are jeopardizing our network stability. Without limiting any other rights we may have, the parties agree that should you breach this section by sending spam it would be difficult to determine actual damages. Accordingly, a $500 charge per violation will be assessed as a reasonable estimate of the damages. The parties further agree that such $500 would not act as a penalty. For the full Spam policy, please refer to our Acceptable Use Policy (AUP).
Regulated and Sensitive Information.
It is possible to run an e-commerce site on our platform, provided that you follow some best practices that prevent credit card information from being processed or stored on our platform. You are not permitted to use or cause the Services to store or process sensitive or otherwise regulated health or financial information, including Protected Health Information (as that term is defined under HIPAA), cardholder data protected under PCI DSS regulations (such as credit or debit card data), or other financial data (including any financial account details). You acknowledge and agree that we are not responsible for any liabilities arising from your violation of this restriction.
You may not interfere with our business or our ability to provide services to other customers, nor take any action nor make any use of the Services that places excessive burdens on the network or systems used to provide such services. Specifically, you may not use or provide open proxies or Internet Relay Chat or use the Services for video streaming. If your use of the Services materially exceeds the use by similarly situated customers, we may offer to move you to a different plan or charge you for the additional use. If you refuse, we may place restrictions on your use of the Services. You may not perform any vulnerability or penetration testing of Metric International, Inc.’s network or systems, including your own hosted environment, without our prior written approval.
No script may use 25% or more of system resources for 60 seconds or longer;
Running stand-alone, unattached server side processes/daemons is strictly prohibited
Running any type of web spider / indexer (Google Cash / Ad Spy) is strictly prohibited
Running any bit-torrent / P2P application is strictly prohibited
Running cron scripts with intervals of less than 5 minutes, or setting up more than 5 simultaneous cron jobs is strictly prohibited
Running of public file exchange services is strictly prohibited
Downloadable files, media, databases must comply with the following limitations:
A maximum of 10GB of a hosting account can be allocated to music, video or other multimedia files including but not limited to .aac, .avi, .mp3, .mp4, .mpeg, .jpg, .png, .gif files;
A maximum of 10GB of a hosting account can be allocated to any archive and disk image files containing the complete contents and structure of a data storage medium;
A maximum of 10GB of a hosting account can be allocated to databases and database dumps including but not limited to .sql files;
A maximum of 10GB of a hosting account can be allocated to Executable files and all other files which are the result of compiling a program.
Any user whose account/server employs the higher burstable resources on a consistent basis shall agree to upgrade it to a package with higher resource availability.
Under its sole discretion, Metric International, Inc. reserves the right to determine any kind of unfair or inappropriate usage of any content which may result in immediate account suspension or upgrade to a package with higher resource availability. The decision to upgrade shall rest solely with Metric International, Inc. and shall be made in its reasonable discretion.
Use of Email Services.
You should use email and other related services in full compliance with the terms below:
In order to safeguard overall server performance, You may send and/or forward not more than the following number of emails, per hour per 24 hours:
Basic plan: 50
Business plan: 200
Enterprise plan: 10000
For Hosting accounts, email storage shall not exceed the 10GB limit.
For IMAP/POP3 mailboxes, You may perform up to 100 email checks per hour.
For POP3, You may perform up to 10 concurrent connections to email system per IP address on our basic plans, and up to 20 concurrent connections to email system per IP address on Business and Enterprise servers.
For IMAP, You may perform up to 30 concurrent connections to email system per IP address on our servers.
For SMTP, You may perform up to 100 concurrent connections to email system on our servers. This limit applies to the whole server.
Metric International, Inc. may, at its sole discretion, limit the volume of email messages You can deliver through our services. Metric International, Inc. may limit email volume by queuing Your email messages internally, or by temporarily rejecting requests to send email through our services. Metric International, Inc. may block any message You attempt to submit using our services, for any reason whatsoever, with or without notifying You of such blocking. Under no circumstances will Metric International, Inc. be liable to You or any other party for any indirect, special, economic or consequential damages (including without limitation lost profits) arising out of email blocking or queuing.
You must take reasonable security precautions in connection with your use of the Services. You are responsible for the actions and omissions of your Authorized Users and anyone to whom you provide access to the Services or the content you create using the Services.
At all times, You shall bear full risk of loss and damage to Your server and all of Your server content. You are entirely responsible for maintaining the confidentiality of Your password and account information. You acknowledge and agree that You are solely responsible for all acts, omissions and use under and charges incurred with Your account or password or in connection with the server or any of Your server content displayed, linked, transmitted through or stored on the server. You shall be solely responsible for undertaking measures to: (i) prevent any loss or damage to Your server content; (ii) maintain independent archival and backup copies of Your server content; (iii) ensure the security, confidentiality and integrity of Your server content transmitted through or stored on Metric International, Inc.’s servers; and (iv) ensure the confidentiality of Your password. Metric International, Inc.’s services are not intended to be used for data backup or archiving purposes. Using an account as an online storage space for archiving electronic files is prohibited and will result in termination of hosting services without prior notice. We reserve the right to delete Your archives if they affect Our overall server performance and Metric International, Inc. shall have no liability to You or any other person for loss, damage or destruction of any of Your content. The services offered by Metric International, Inc. are not intended to provide a PCI (Payment Card Industry) compliant environment and therefore should not be utilized as such without further compliance activity. Metric International, Inc. shall have no liability to You or any other person for Your use of Metric International, Inc. products and/or services in violation of these terms.
Metric International, Inc. will use its best efforts to maintain a full-time Internet presence for Your account. You hereby acknowledge that the network may, at various time intervals, be down due, but not restricted to, utility interruption, equipment failure, natural disaster, acts of God, or human error. In no event shall Metric International, Inc. be liable to You for any damages resulting from or related to any failure or delay of Metric International, Inc. in providing access to the Internet under this Agreement. In no event shall Metric International, Inc. be liable to You for any indirect, special or consequential damages or lost profits arising out of or related to this Agreement or the performance or breach thereof. The aggregate, total liability of Metric International, Inc. under this Agreement, if any, shall in no event or circumstance exceed the total amount actually paid by the Account Holder hereunder. The terms of this Section will survive the termination of this Agreement.
Metric International, Inc. assigns to You an Internet Protocol (“IP”) address in connection with Your use of the Metric International, Inc. services. The right to use that IP address will remain with and belong only to Metric International, Inc. and You will have no right to use that IP address except as allowed by Metric International, Inc. in its sole and absolute discretion.
IPv4 Address Usage Policy.
Due to the exhaustion of the IPv4 address space we actively conserve IP address space by limiting the IP addresses each web hosting account can use.
Hosting accounts may each use only 1 IP address.
The IP address limit is a per account, not a per customer basis. Customers may hold multiple accounts to get access to additional IP addresses. We strongly urge customers to only use IP addresses for essential use and we do require justification for usage.
By using any Services, provided by Metric International, Inc. You agree:
Not to violate the laws, regulations, ordinances or other such requirements of any applicable Federal, State or local government.
Not to transmit any unsolicited commercial or bulk email, not to be engaged in any activity known or considered to be spamming or Mail Bombing.
Not to make any illegal communication to any Newsgroup, Mailing List, Chat Facility, or another Internet Forum.
Not to make, attempt or allow any unauthorized access to Metric International, Inc.’s servers, your own hosting account or the account of any other customers of Metric International, Inc.
Not to allow any remote code execution of malicious software through the hosting account provided by Metric International, Inc.
Not to cause denial of service attacks, port scans or other endangering and invasive procedures against Metric International, Inc.’s servers and facilities or the servers and facilities of other network hosts or Internet users.
Not to forge the signature or other identifying mark or code of any other person or engage in any activity to attempt to deceive other persons regarding the true identity of the User.
Not to use Metric International, Inc.’s services to host any website, other content, links or advertisements of websites that: infringe any copyright, trademark, patent, trade secret, or other proprietary rights of any third-party information; contain nudity, pornography or other content deemed adult related; profess hatred for particular social, ethnical, religious or other group; contain viruses, Trojan horses, worms, time bombs, corrupted files, or any other similar software or programs that may damage the operation of a computer or a person’s property; contain warez; contain any kind of proxy server or other traffic relaying programs; promote money making schemes, multi-level marketing or similar activities; contain lottery, gambling, casino; contain torrent trackers, torrent Portals or similar software; violent or encouraging violence.
Not to upload unacceptable material which includes: IRC bots, warez, image, file storage, mirror, or banner-ad services, topsites, streaming, Escrow, High-Yield Interest Programs (HYIP) or related sites, investment sites (FOREX, E-Gold Exchange, etc), bitcoin miners, sale of any controlled substances without providing proof of appropriate permit(s) in advance, AutoSurf sites, Bank Debentures, Bank Debenture Trading Programs, Prime Banks Programs, lottery sites, muds / rpg’s, hate sites, hacking focused sites/archives/programs, or sites promoting illegal activities, IP Scanners, Brute Force Programs, Mail Bombers and Spam Scripts.
Not to engage in or to instigate actions that cause harm to Metric International, Inc. or other customers. Such actions include, but are not limited to, actions resulting in blacklisting any of Our IPs by the any online spam database, actions resulting in DDoS attacks for any servers, etc. Metric International, Inc. reserves the right to refuse service to anyone upon Our discretion. Any material that in Metric International, Inc.’s judgment, is either obscene or threatening is strictly prohibited and will be removed from Metric International, Inc.’s servers immediately with or without prior notice and may lead to possible warning, suspension or immediate account termination with no refund. You agree that We have the sole right to decide what constitutes a violation of the acceptable policy use described above as well as what is the appropriate severity of any corrective action to be applied. In the event that a violation of Our Acceptable Use Policy is found, Metric International, Inc. will take corrective action upon our own discretion and will notify You. Metric International, Inc.’s decision in such case is binding and final, and cannot be a subject of a further change. Metric International, Inc. cannot and shall not be liable for any loss or damage arising from Our measures against actions causing harm to Metric International, Inc. or any other third party. We have the right to terminate each and any hosting account that has been suspended for any reason for more than 14 calendar days after the suspension date, unless You has taken corrective measures to remove the initial suspension threat or violation. Any backup copies of the hosting account will be permanently deleted upon termination and no refund will be due. Metric International, Inc. will not be liable for any loss or damages in such cases.
Not to violate the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 or similar legislation, or promote, encourage or engage in the sale or distribution of prescription medication without a valid prescription.
At its discretion, Metric International, Inc. can remove any content we determine to be prohibited by this agreement or our Terms and Conditions. No backups will be kept of removed content.
Transfer of Content.
In the event You terminate this Agreement or Your use of Metric International, Inc. products and/or services, then moving Your server content off of the Metric International, Inc.’s servers is Your responsibility. Metric International, Inc. will not transfer or FTP Your server content to another provider. In the event Your use of Metric International, Inc.’s products and/or services is terminated, Metric International, Inc. will not transfer or manage Your services or Your content.
Metric International, Inc. provides some third-party software to You for easier account management including, but is not limited to cPanel, Softaculous, etc. Such software is provided on an as is as available basis. We do not guarantee that any specific results can be obtained by using such software. Metric International, Inc. does not take responsibility for any faults in such software functioning.
You can add and use third-party software on Your account only if it is compatible with Our servers and is approved by Metric International, Inc. Your use of any third-party software is at Your own risk. Metric International, Inc. cannot be responsible for any third-party software performance and provides no guarantees that its use will result in any particular outcome or result. Metric International, Inc. will have no liability or responsibility for any damage, loss of data, loss of use or other loss occurring in connection with Your use of third-party software or products.
You are solely responsible for any license and other fees required by the software providers, for using any third-party software installed on Your account apart from the initial account setup.
Reservation of Rights.
Metric International, Inc. explicitly reserves the right and sole discretion to: (i) modify its pricing, if desired by Metric International, Inc. ; (ii) establish limits and guidelines concerning the use of Metric International, Inc. services and/or products; (iii) terminate Your use of Metric International, Inc. services and/or products for use of Metric International, Inc. services and/or products to unnecessarily or illegally harass Metric International, Inc. or third parties, non-payment of fees for Metric International, Inc. services and/or products, activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties, activities prohibited by the laws of the United States and/or foreign territories in which You conduct business, activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography, activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable in the sole opinion of Metric International, Inc., activities designed to impersonate the identity of a third party, activities designed to harm minors in any way, and other activities whether lawful or unlawful that Metric International, Inc. determines, in its sole discretion, to be harmful to its other customers, operations, or reputation; (iv) terminate Your use of Metric International, Inc. services and/or products if Your use of Metric International, Inc. services and/or products may results in, results in, or is the subject of, legal action or threatened or proposed legal action, against Metric International, Inc. or any of its affiliates or partners, without consideration for whether such legal action or threatened or proposed legal action is eventually determined to be with or without merit; and (v) terminate Your use of Metric International, Inc. services and/or products at any time and for any reason if deemed reasonably necessary by Metric International, Inc. . Metric International, Inc. has no obligation to monitor Your use of Metric International, Inc. services and/or products, but reserves the right in its sole discretion to do so.
Right of Refusal. Metric International, Inc. has the right to refuse services to anyone at Our discretion.
Limitation of Liability; Waiver and Release.
The services offered by Metric International, Inc. are being provided on an “AS IS” and Metric International, Inc. expressly disclaims any and all warranties, whether express or implied, including without limitation any implied warranties of merchantability or fitness for a particular purpose, and non-infringement, to the fullest extent permitted or authorized by law. Without limitation of the foregoing, Metric International, Inc. expressly does not warrant that Metric International, Inc. services and/or products will meet Your requirements, function as intended, or that the use of the provided Services will meet Your requirements, function as intended, or that the use of the provided Services will be uninterrupted or error free. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of the Services is done 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. No advice or information, whether oral or written, obtained by you from Metric International, Inc. shall create any warranty not expressly made herein. You agree that Metric International, Inc. will not be liable for any (i) suspension or loss of the Services, except to the limited extent that a remedy is provided under this Agreement; (ii) interruption of business; (iii) access delays or access interruptions to the website(s) provided through or by the Services; (iv) loss or liability resulting from acts of god; (v) data non-delivery, mis-delivery, corruption, destruction or other modification; (vi) events beyond the control of Metric International, Inc.; (vii) the processing of Your application for Services; or (viii) loss or liability resulting from the unauthorized use or misuse of Your account identifier or password.
Information obtained by you from the internet may be inaccurate, offensive or in some cases illegal. Metric International, Inc. has no control over information contained on the Internet and accepts no responsibility for any information that you may receive or transmit via the Internet. You accept full responsibility to verify the truth and accuracy, legality and ownership of the information that you disseminate or display in connection with your use of the Services of obtain from the Internet. You agree that Metric International, Inc. has no obligation to back-up any data related to your website unless Metric International, Inc. expressly agrees otherwise in writing or has expressly stated so on the website.
Accordingly, You for Yourself and all of Your heirs, personal representatives, predecessors, successors and assigns, hereby fully release, remise, and forever discharge Metric International, Inc. and all affiliates of Metric International, Inc. , and all officers, agents, employees, and representatives of Metric International, Inc. , and all of their heirs, personal representatives, predecessors, successors and assigns, for, from and against any and all claims, liens, demands, causes of action, controversies, offsets, obligations, losses, damages and liabilities of every kind and character whatsoever, including, but not limited to, any action omission, misrepresentation or other basis of liability founded either in tort or contract and the duties arising thereunder, whether known or unknown, relating to or arising out of, or in any way connected with or resulting from, the Services and Your acquisition and use thereof, including, but not limited to, the provision of the Metric International, Inc. products and/or services by Metric International, Inc. and its agents and employees. Further, You agree to defend, indemnify and hold harmless Metric International, Inc. and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from any loss, liability, damages or expense, including reasonable attorneys’ fees, arising out of (i) any breach of any representation or warranty provided in this Agreement, or as provided by Metric International, Inc.’s AUP or any other agreement that has been incorporated by reference herein; (ii) the Services or your use of the Services, including without limitation infringement or dilution by You or by another using the Services from Your computer; (iii) any intellectual property or other proprietary right of any person or entity; (iv) any information or data You supplied to Metric International, Inc., including, without limitation, any misrepresentation in Your application, if applicable; (v) the inclusion of metatags or other elements in any website created for you or by you via the Services; (vi) any information, material, or services available on your Metric International, Inc. hosted website; or (vii), any negligence or willful misconduct by You, or any allegation that Your account infringes a third person’s copyright, trademark or proprietary or intellectual property right, or misappropriates a third person’s trade secrets.
This indemnification is in addition to any indemnification required of You elsewhere. Should Metric International, Inc. be notified of a pending lawsuit, or receive notice of the filing of a lawsuit, Metric International, Inc. may seek a written confirmation from You concerning Your obligation to defend, indemnify Metric International, Inc. Such written confirmation may include the posting of performance bonds or other guarantees. Your failure to provide such a confirmation may be considered a breach of this agreement. You agree that Metric International, Inc. shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify Metric International, Inc. of any such claim promptly in writing and to allow Metric International, Inc. to control the proceedings. You agree to cooperate fully with Metric International, Inc. during such proceedings. The terms of this section will survive any termination or cancellation of this Agreement.
Trademark or Copyright Claims.
Metric International, Inc. is a service provider and respects the copyrights and other intellectual property rights of others [and herein incorporates its Copyright Infringement Policy]. To the extent Metric International, Inc. receives a proper notice of infringement of copyright, trademark or other intellectual property, Metric International, Inc. reserves the right to access, preserve and disclose to third parties any of Your information or data (including personally identifiable information and private communications) related to a written complaint of infringement if Metric International, Inc. believes in its sole discretion that such access, preservation, or disclosure is necessary or useful to respond to or otherwise address such complaint.
Metric International, Inc. expressly reserves the right to terminate in appropriate circumstances an account or the access rights of a subscriber for repeated copyright infringement. Metric International, Inc. also reserve the right to terminate an account or subscriber for even one instance of infringement.
Proper notice of infringement shall include the following information in writing to Metric International, Inc.’s designated agent:
the electronic or physical signature of the rights holder or the person authorized to act on behalf of that person;
identification of the work that has been infringed;
an identification of the material that is claimed to be infringing, and information reasonably sufficient to permit Metric International, Inc. to locate the material (for example, by providing a URL to the material); or, if applicable, identification of the reference or link to material or activity claimed to be infringing, and information reasonably sufficient to permit Metric International, Inc. to locate that reference or link;
Your name, address, telephone number, and email address;
a statement by You that You have a good faith belief that the disputed use is not authorized by the rights holder, its agent, or the law; and
a statement that the information in Your notification is accurate and a statement, made under penalty of perjury, that You are the rights holder or are authorized to act on the behalf of the rights holder.
Additional Reservation of Rights.
Metric International, Inc. expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any account or any Services (including the right to cancel or transfer any domain name registration) for any reason (as determined by Metric International, Inc. in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by Metric International, Inc. in offering or delivering any Services (including any domain name registration); (ii) to protect the integrity and stability of, and correct mistakes made by, any domain name registry; (iii) to assist with our fraud and abuse detection and prevention efforts; (iv) to comply with applicable local, state, national and international laws, rules and regulations; (v) to comply with requests of law enforcement, including subpoena requests; (vi) to comply with any dispute resolution process; (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, or (viii) to avoid any civil or criminal liability on the part of Metric International, Inc. , its officers, directors, employees and agents, as well as Metric International, Inc.’s affiliates.
In the event that Metric International, Inc. need exercise any of its rights expressed herein to investigate any potential breach or violation of the terms and conditions of this Agreement, service fees may continue to accrue on your accounts, and you will continue to remain responsible for the payment of any service fees that accrue during the relevant period.
Governing Law and Jurisdiction for Disputes.
Except as otherwise set forth in the UDRP or any similar policy with respect to any dispute regarding the Services provided under this Agreement, Your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of Delaware. You agree that any action to enforce this agreement or any matter relating to Your use of the Services must be brought exclusively in the United States District Court of Delaware.
You agree that any notices required to be given under this Agreement by Us to You will be deemed to have been given if delivered in accordance with the account and/or domain name WHOIS information You have provided. You acknowledge that it is Your responsibility to maintain current contact information in the account and/or domain name WHOIS information You have provided.
You attest that you are of legal age (18 or over) to enter into this Agreement.
This Agreement, together with all modifications, constitute the complete and exclusive agreement between You and Us, and supersede and govern all prior proposals, agreements, or other communications. This Agreement may not be amended or modified by You except by means of a written document signed by both You and an authorized representative of Us. By applying for Metric International, Inc.’s services through the online application process or otherwise, or by using the Services under this Agreement, you acknowledge that you have read and agree to be bound by all terms and conditions of this Agreement and documents incorporated by reference.
No Agency Relationship.
Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties hereto. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.
In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.
Assignment and Resale.
Except as otherwise set forth herein, Your rights under this Agreement are not assignable or transferable. Any attempt by Your creditors to obtain an interest in Your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at Our option. You agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes any of the Services (or portion thereof) without Metric International, Inc.’s prior express written consent.
Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over Metric International, Inc., or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected party, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, Metric International, Inc. may immediately terminate this Agreement.
The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.