User Agreement

This User Agreement ("Agreement") is an agreement between WiredMedium LLC ("Host", "we", "us", our"), and the party set forth in the related order form ("Customer", "User", "you", "your") incorporated herein by reference (together with any subsequent order forms submitted by Customer or in the absence of such an order form the invoice issued by Host, the "Service Order", "Order Form", or "Order Wizard"), and applies to the purchase of all services ordered by Customer on the Order Form (collectively, the "Services").


By clicking the button on the order form or by paying the invoice issued by Host to Customer for the Services, Customer creates a contract with Host. This contract consists of:

  • The Service Order
  • The Agreement consisting of the following sections unless otherwise executed in a mutually agreed Master Hosting Agreement in place the following sections
  1. Scope of Services
    1. At Host’s option, Services may be provided by Host, or by an Affiliate of Host. In addition, Service Orders may be executed by an Affiliate of Host, and in such event, any and all references to “Host” herein shall be deemed to be a reference to the applicable Affiliate of Host that executed such Service Order. The term “Affiliate” as used hereunder shall mean, with respect to either Party, any entity controlled by, in control of, or under common control with such Party.
    2. Host will provide services (“Managed Services”) for a Service Orders or portion thereof if and as specified in the Service Order. Managed Services if applicable are defined as follows:
      • (“Server Port Monitoring”) is the monitoring of services via standard TCP/IP ports. Server Port Monitoring is performed on a regular interval and a failure is defined as no response from the port for multiple intervals.
      • (“Standard Network Based Security”) is defined as the overall core network security that is provided to User. This security is provided on the network level and includes secure router configurations, frequent network scans, and overall knowledge of maintaining a secure network. This service does not imply any server-based security, firewalls, DDOS/Attack protection on the server level, or Anti-Virus/Spyware based protection unless otherwise specified in a Service Order.
      • (“Standard Application Based Security”) At User’s option this service includes installation and maintenance of Secure Socket Layer certificates on supported Services. At User’s option this service includes Hosts best practices for installation of security precautions at the application level.
      • (“Server Backups”) is defined as a backup schedule providing retention of a minimum of 7 daily server backups and a maximum of up to 6 monthly backups.
      • (“Managed Technical Support”) is defined as having access to Host’s technical support team 24 hours a Day, 7 Days a Week, 365 Days a year via electronic mail and support ticketing system. All support provided is free of charge pending the task that is being requested takes less than fifteen (15) minutes. Host provides a reasonable response time for nonproduction systems. All support requests that take greater than fifteen (15) minutes are considered a portion of the advanced support hours. If time spent on technical support tasks exceed your monthly allocation of Advanced Support, additional advanced support is considered “Billed Services” subject to pricing in Section 2-G.
      • (“Manual Reboots”) is defined as Host and/or User’s ability to perform a manual reboot with proper authentication. Such ability is provided directly to User and can per performed without contacting Host in nonproduction environments.
      • (“OS Updates and Patches”) is defined as automatic operating system updates and patches as part of Host’s routine procedures. This will be a part of a semi-consistent maintenance period that takes place on a regular basis. As new kernels, security patches, service packs, and hot fixes are released the servers will be updated automatically. Prior notification of updates is provided when they occur, if necessary, as defined by a User’s unique environment standards.
      • (“Server Resource Monitoring”) is defined as Host’s application based monitoring system. The monitoring application will monitor the overall disk space, processor utilization, and memory usage, and other applicable metrics as listed in the Service Order with notification when thresholds are exceeded.
      • (“Java Virtual Machine ‘JVM’ Tuning”) is defined as Host’s configuration at User’s option of industry best practices for JVM parameters and monitoring mechanisms.
      • (“Advanced Support”) is defined as advanced technical support for computing resources. This support can be used for support services and includes server troubleshooting, operating system (“OS”) configuration, OS reinstalls, application software instance reinstalls, unplanned OS/application/database backups/restores, killing database locks, and analyzing database performance. Managed services include a number of hours of Advanced Support per month if specified in scope in Service Orders.
      • (“Shared root/administrator access to server”) is defined as User maintaining root/administrator access. Such access is in addition to Host’s root/administrator access. At no time may User interfere with Host’s access by deleting, changing, or otherwise manipulating credentials or by any other means. If such actions are performed by User, Host reserves the right to provide services consistent with industry best practices for “Unmanaged Services”.
    3. Host will provide services (“Unmanaged Services”) for a Service Orders or portion thereof if and as specified in the Service Order. Unmanaged Services if applicable are defined as follows:
      • (“Unmanaged Server Monitoring”) is the monitoring of services via standard Internet Control Message Protocol (“ICMP”). An ICMP Ping is performed on a regular interval and a failure is defined as no response from the services for multiple intervals.
      • (“Unmanaged Technical Support”) is defined as having access to Host’s technical support team 8 hours a Day from 9AM to 5PM, 5 Days a Week Monday through Friday, (“Standard Work Week”) in Central United States time via electronic mail and support ticketing system. All support provided is free of charge pending the task that is being requested takes less than fifteen (15) minutes. Host provides a reasonable response time for nonproduction systems. All support requests that take greater than fifteen (15) minutes are considered a portion of the advanced support hours. If time spent on technical support tasks exceed your monthly allocation of Advanced Support, additional advanced support is considered “Billed Services” subject to pricing in Section 2-G.
    4. User may request that Host provide additional consulting services above and beyond the scope of Services. Host may accept or decline the opportunity to perform any additional consulting. Such consulting will be billed hourly and be attached to User’s next regularly scheduled invoice.
  2. Price and Payment
    1. Unless otherwise set forth in a Service Order, User will pay Host all undisputed amounts set forth in invoices submitted by Host within thirty (30) days after receipt. Payment is due thirty (30) days after date of invoice. User may not withhold any amounts due hereunder and Host reserves the right to cease work without prejudice if amounts are not paid when due. User will pay (i) hosting fees in advance, (ii) fees for other goods or services as invoiced, and (iii) any security deposit as set forth in any attachment to this Agreement.
    2. Monthly Reoccurring Charges (“MRC”) for Services will be invoiced monthly beginning on the effective date of the Service Order. Any MRC for a partial month will be pro-rated. Any non-reoccurring charges (“NRC”) associated with a service will be invoiced upon the execution of the applicable Service Order.
    3. User will reimburse Host for its reasonable and necessary cost of travel and out-of- pocket costs for photocopying, overnight courier, and unusual telecommunications expenses. Business activities requiring such expenses must be approved by User before commencing.
    4. All charges set forth in the Agreement are exclusive of, and User shall be responsible for and agrees to pay, any and all applicable international, federal, state and local use, excise, sales, value added, consumption, gross receipts, access, franchise and other taxes, fees, assessments, duties and surcharges in connection with the provision, sale or use of the Service (collectively referred to as “Taxes”). Further, User shall pay any costs or fees arising from or in connection with an order, rule or regulation of any international, federal, state or local government, agency or court in connection with the Services, or as otherwise required to recover amounts that Host is required by government or quasi-governmental authorities to collect from or pay to others in support of statutory or regulatory programs. It will be the responsibility of User to pay any such taxes and fees that subsequently become applicable retroactively. If User believes it is exempt from Taxes, User shall provide Host with a legally valid and duly executed exemption certificate and any other information with respect to such exemption as Host may require; such certificate will be honored from the date that Host receives such certificate and additional information from User. If any such exemption is ruled invalid by the tax or governmental authority for any reason, User shall reimburse Host for any Tax, surcharge, fee, or other liability, including without limitation any penalties and interest, arising from or in connection with such invalid claim of exemption.
    5. Host may change the prices charged for the Services upon thirty (30) days written notice to User
    6. Any late payment will be subject to any costs of collection (including reasonable legal fees) and will bear interest at the rate of one point five (1.5) percent per month or fraction thereof until paid.
    7. Billable Services provided to User by Host will be billed at one hundred thirty ($130.00USD) United States Dollars per hour with the minimum charge for any billable technical support or consulting services provided per day being thirty (30) minutes. All Billable Services performed requires prior approval from User with proper authorization.
    8. User may in good faith dispute charges set forth in an invoice, provided User notifies Host of such dispute in writing no later than thirty (30) days after the date of the invoice. Failure of User to so notify Host of any dispute shall constitute a waiver by User of any dispute. In the event User so disputes any amount in good faith, User must submit a documented claim in writing for the disputed amount and pay the undisputed amounts in accordance with Sections 2-A, 2-B, 2-C, 2-D, 2-E, 2-F, 2-G, 3-C, and 3-F of the Agreement. User shall submit all documentation as may reasonably be required to support the claim. If the dispute is resolved in favor of User and User previously paid the disputed amount to Host, Host will apply a credit to User’s account in the amount of the dispute in the next billing cycle. If the dispute is resolved in Host’s favor and User has withheld the disputed amount, User must pay the disputed amount (together with the late payment charge pursuant to Section 2-F within five (5) business days following notice of the resolution of the dispute.
  3. Term and Termination
    1. The term of this Agreement commences on the Effective Date, and continues twelve (12) months after the expiration of the last active Service Order(s), unless earlier terminated as provided herein.
    2. Unless otherwise specified in the Service Order, Services will commence on the Effective Date of any Service Order, for a period of twelve (12) months and will automatically renew in twelve (12) month increments thereafter, unless earlier terminated as provided herein. ADDITIONALLY AFTER THE INITIAL TERM, USER ACKNOWLEDGES, AGREES, AND AUTHORIZES HOST TO AUTOMATICALLY BILL, DEBIT USER'S SPECIFIED BANK ACCOUNT AND/OR CHARGE USER'S CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN THIS SECTION.
    3. Termination by User. User may terminate this Agreement or any Service Order without cause upon at least thirty (30) days written notice to Host, payment of all MRC and NRC fees set forth in the Agreement including in all Service Orders up to the point of termination, payment of any other unpaid amounts, and payment of a termination fee in the amount of seventy (70) percent of the remaining Service Order value derived from the remaining months and the MRC set forth in all active Service Orders.
    4. Termination by Host. Host may terminate this Agreement or any Service Order without cause upon at least thirty (30) days written notice to User.
    5. Termination for Breach. Either party may terminate this agreement upon written notice for material breach, provided, however, that the terminating party has given the other party at least fourteen (14) days written notice of and the opportunity to cure the breach. Termination for breach will not alter or affect the terminating party's right to exercise any other remedies for breach.
    6. If User's account is suspended due to lack of payment, User will pay the then current reinstatement fee of twenty two (22) percent of the past due amount, in addition to all other charges then due and payable, prior to restoration of the Services.
  4. Customer Service
    • Host will provide to User an amount of consultation via support ticket system, telephone and/or electronic mail in the use of the Services, but will not assist with any services that are not maintained or controlled by Host. The amount of consultation provided will not exceed the total of all allocated advanced support hours in all of User’s active Service Orders.
  5. Maintenance
    1. Scheduled Maintenance. Host will endeavor to conduct (or cause to be conducted) scheduled maintenance that is reasonably expected to interrupt Service between 12:00 midnight and 6:00 a.m. relative to the timezone of the physical equipment or if unspecified Central United States time or, upon User’s reasonable request, at a time mutually agreed to by the Parties. Host will use commercially reasonable efforts to notify User of scheduled maintenance that is reasonably expected to interrupt Service via telephone or e-mail, no less than five (5) days prior to commencement of such maintenance activities. User shall provide a list of User contacts for maintenance and escalation purposes, which may be included on the Service Orders, and User shall provide updated lists to Host, as necessary.
    2. Emergency Maintenance. Host may perform emergency maintenance in its reasonable discretion, with or without prior notice to User, to preserve the overall integrity of the Host’s Equipment. Host will notify User as soon as reasonably practicable of any such emergency maintenance activity that materially and adversely impacts a Service.
  6. User's Warranties and Obligations
    1. User shall, at its own expense, procure any equipment and/or software necessary to access the Services provided by Host (“User Equipment”). Host will have no obligation to install, maintain, or repair User Equipment.
    2. User agrees to adhere to Host's Acceptable Use Policy, a copy of which is attached hereto and marked as "Exhibit B" and is available online at The Acceptable Use Policy may be modified from time to time in Host's sole discretion. User's continued use of the Services after the effective date of such modified Acceptable Use Policy will constitute User's acceptance of the modified terms. Failure by User to adhere to the Acceptable Use Policy, or any modifications thereto will constitute a material breach of this agreement.
    3. User hereby warrants to Host, and agrees that during the term of this Agreement it will ensure that (i) User is the owner or valid licensee of all programs, data, and/or content it will upload in conjunction with the Services (the "Content"), and that User has secured all necessary licenses, consents, permissions, waivers and releases for the use of the Content and each element thereof, including without limitation, all trademarks, logos, names and likenesses contained therein, without any obligation by Host to pay any fees, residuals, guild payments or other compensation of any kind to any person; (ii) User's use, publication, and/or display of the Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any person, including, without limitation, any contractual, statutory or common law right or any "moral right" or similar right however denominated; (iii) User will comply with all applicable laws, rules and regulations regarding the Content and will use the services only for lawful purposes; (iv) User has used its best efforts to ensure that the Content is and will at all times remain free of all computer viruses, worms, Trojan horses and other type of malicious code.
    4. User agrees to produce and document a (“Contingency Plan”) specifying the operation of User’s critical business services in the event of Service disruptions including mechanisms for the continuity of business and for recovery of Services. User agrees to provide Host with documented copies of the Contingency Plan.
    5. User agrees to implement and activate archiving and purging schedules per agreed data retention for relevant Service Orders including purging schedules for archive systems.
    6. User will cooperate fully with Host in connection with Host's performance of the Services. User will immediately notify Host of any change in User's mailing address, telephone, e-mail or other contact information. User will provide three primary contacts within fifteen (15) day of the commencement of the Services consisting of a “Primary Point of Contact” for the purpose of general contact, a “Primary Billing Contact” for the purpose of billing inquiries and delivery of invoices, and a” Primary Authorization Contact” for the purpose of general escalation and the authorization of Billable Services.
  7. Ownership of Intellectual Property
    1. User hereby grants to Host a non-exclusive, royalty-free, worldwide right and license during the term of this Agreement to do the following to the extent necessary in the performance of Services: (i) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, and distribute the Content; and (ii) make archival or back-up copies of the Content. Except for the rights expressly granted herein, Host does not acquire any right, title or interest in or to the Content, all of which will remain solely with User.
    2. Any feedback, data, answers, questions, comments, suggestions, ideas or the like that User sends to Host relating to the Services will be treated as being non-confidential and non-proprietary. Host may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any lawful purpose except where User has taken measures to protect and has specified such information as confidential -- see Section 11.
    3. Host's trademarks, trade names, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of Host. User will not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of Host. Host will maintain and control ownership of all Internet protocol numbers and addresses that may be assigned by Host to User. Host may, in its sole discretion, change or remove any and all such Internet protocol numbers and addresses.
    4. Host hereby grants to User a non-exclusive, non-transferable, royalty-free license, for the term of this Agreement, to use the provided technology solely for the purpose of accessing and using the Services. User may not use the provided technology for any purpose other than accessing and using the Services. Except for the rights expressly granted herein, this Agreement does not transfer from Host to User any right, title or interest in and to the provided technology, and all right, title and interest thereto will remain solely with Host. User will not, directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the provided technology.
  8. Ownership of Physical Property
    • Host’s physical property consisting of any servers, network devices, management devices, apparatus, and associated equipment (the “Equipment”) owned, leased, or otherwise obtained by Host are the sole and exclusive property of Host. Host will maintain control of and sole and exclusive ownership of the Equipment and/or physical property used in conjunction with User’s Services. Nothing contained herein or in any Service Order grants or conveys to User any right, title or interest in any of Host’s Equipment, nor shall anything herein constitute, create or vest in User any easement or any other property right. User may not, nor permit others to, alter, adjust, encumber, tamper, repair or attempt to repair, rearrange, change, remove, relocate, or damage any of Host’s Equipment without the prior written consent of Host. User shall be liable to Host for any loss or damage to the Host’s Equipment caused by User or User’s employees, contractors, agents or end users.
  9. Warranty and Disclaimer
    • Host warrants the Services will be performed in a workmanlike manner, and in conformity with generally prevailing industry standards. User must report any material deficiencies in the Services to Host in writing within thirty (30) days of User's discovery of the deficiency. User's exclusive remedy for the breach of the above warranty will be the re-performance of the defective services within a commercially reasonable time, or any service credit set forth in any attachments to this agreement. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. HOST EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.
  10. Limitation of Liability
  11. Indemnification
    1. Except to the extent of the other Party’s negligence or willful misconduct, each Party shall indemnify, defend, release, and hold harmless the other Party, its Affiliates, directors, members, officers, employees, managers, agents, representatives, and contractors (collectively, “Indemnitees”) from and against any third-party action, claim, suit, judgment, damage, demand, loss, or penalty, and any cost or expense associated therewith (including but not limited to reasonable attorneys’ fees, expert fees and costs) (collectively, “Claims”) imposed upon such Indemnitee(s) by reason of damage to property or for personal injury, including death, as a result of any intentional misconduct or gross negligence on the part of the indemnifying Party in connection with the performance of this Agreement. In addition to the foregoing, User shall indemnify, defend, release, and hold harmless Host and its Indemnitees from and against any third-party Claims brought against such Host and its Indemnitees arising from or in connection with User’s (or its end users’) use of a Service, including without limitation any claims based on infringement of copyright, patents, trade secrets or other intellectual property.
    2. If a Party (“Indemnifying Party”) is required to indemnify the other Party (“Indemnified Party”) pursuant to Section 11-A, the Indemnified Party shall promptly notify the Indemnifying Party. The Indemnifying Party will be permitted to assume primary control of the defense of the action with counsel of the Indemnifying Party's choice. The Indemnified Party will cooperate in the defense of the action as requested by the Indemnifying Party. The Indemnified Party may, but shall not be required to, participate in the defense of the action with its own counsel, at its own expense. The Indemnifying Party will assume the cost of the defense on behalf of the Indemnified Party and its Affiliates (other than the expense of Indemnified Party's counsel pursuant to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred or rendered against the Indemnified Party or its Affiliates in connection therewith, provided that the Indemnifying Party shall not enter into or acquiesce to any settlement containing any admission of or stipulation to any guilt, fault, or wrongdoing on the part of the Indemnified Party or which would otherwise adversely affect the Indemnified Party without the Indemnified Party's written consent.
  12. Confidential Information
    1. All information relating to User that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Host and will not be disclosed or used by Host except to the extent that such disclosure or use is reasonably necessary to the performance of the Services.
    2. All information relating to Host that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by User and will not be disclosed or used by User except to the extent that such disclosure or use is reasonably necessary to the performance of User's duties and obligations under this Agreement.
    3. These obligations of confidentiality will extend for a period of six (6) months after the termination of this agreement, but will not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation.
  13. Relation of Parties
    • The performance by Host of its duties and obligations under this Agreement will be that of an independent contractor, and nothing in this Agreement will create or imply an agency relationship between Host and User, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties.M
  14. Employee Solicitation/Hiring
    • During the period of this Agreement and for twelve (12) months thereafter, neither party will directly or indirectly solicit or offer employment to or hire any employee, former employee, subcontractor or former subcontractor of the other. The terms "former employee" and "former subcontractor" will include only those employees or subcontractors of either party who were employed or utilized by that party within six (6) months immediately prior to the alleged violation.
  15. Non-assignment
    • Neither party will assign this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement will inure to the benefit of, and be binding upon the parties hereto, together with their respective legal representatives, successors, and assigns, as permitted herein.
  16. Arbitration
    • Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (“AAA”), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Wisconsin, United States. The arbitration will be held in Wisconsin, United States. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.
  17. Attorneys' Fees
    • If any litigation or arbitration is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees and costs.
  18. Severability
    • If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.
  19. Force Majeure
    • Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.
  20. No Waiver
    • The waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.
  21. Entire Agreement
    • This Agreement together with any attachments referred to herein constitute the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.