Terms of Service

The following Terms of Service Agreement (the “Agreement”) provided by Patmos Hosting, Inc. (“Patmos”, “we”, “us”, “our”) governs the use of our Website and Services. All users (“User”, “Customer”, “Subscriber”, “you”, “your”) of our Website and Services, including websites that we host, are subject to these terms, so please read them carefully before using our Website or Services. By using our Services on behalf of an entity, organization, or business, you represent and warrant that you have the authority to bind such organization to the Agreement. Our Acceptable Use Policy, Custom Services Agreement, Stock Art Use Agreement, Privacy Policy, and Glossary of Terms also form part of the Agreement and are incorporated herein by reference. These shall be considered part of the overall terms as if they were written directly here in this document.

1. Eligible Uses and Users. 
   1. You are responsible for ensuring that your use of our Services is in compliance with all relevant laws and regulations, both in your location and in the jurisdiction(s) where you will be using our Services.
   2. You are solely responsible for making these determinations and must do so in advance of use of our Services. All of our Services require an additional service agreement (“Order”). Any additional terms and conditions specified in an Order are incorporated into this Agreement by reference. In the event that the terms set forth in an Order conflict with other terms of the Agreement, the terms of the Order shall prevail.
   3. Most of our Services require registration for an account (“Account”) with us. Registration for an Account will require that you provide us with identifying information as well as valid payment information.
      1. Identifying information that is required may vary depending on which Services you make use of, but will include at least your full legal name, email address, and phone number.
      2. Payments are accepted in the form of Credit Card, Check, or ACH.
      3. Failure to provide accurate information will result in revocation of your right to access our Services
2. User Content, Customer Hardware, and End Users. 
   1. The nature of our Services is such that you will upload, or allow to be uploaded, source code, compiled software, text, photo, video, audio, items for sale, or other proprietary information (“User Content”) to our servers or, in the case of colocation, to hardware that you own (“Customer Hardware”). You are solely responsible for all User Content and Customer Hardware.
   2. Patmos shall not be liable for any failure of Customer Hardware.
   3. To the extent that you make your User Content available to other users (“End Users”), either privately or publicly, via websites, applications, interfaces, or other means, you are solely responsible for the End Users, and all activity of End Users. End Users shall be understood to mean any user that interfaces with our Services or your deployment of our Services, whether they be your employees, paid users, intermediate users, anonymous users, or the like.
   4. You are solely responsible for securing and safeguarding your User Content, and all development, maintenance, moderation, and delivery of User Content shall be controlled by you. All Customer Hardware must be properly configured and reasonable security measures taken to protect unauthorized access.
   5. You are solely responsible for all User Content that may be created by or submitted by End Users.
   6. We haven’t reviewed, and can’t review, all of the User Content posted to or made available through our Services by Customers or End Users or on websites that link to, or are linked from, our Services. We’re not responsible for any use of or effects from User Content or third-party websites.
   7. Patmos will not be liable in any way for any of your User Content, Customer Hardware, End Users, or actions of End Users. No User Content, End Users, or activity by End Users may violate this Agreement or infringe on any third party rights that may exist. Except for the provision of Services that we provide as part of an Order, you are solely responsible for all technical operations of your User Content and Customer Hardware.
3. Security and Data. 
   1. Patmos maintains reasonable security measures to protect personal information that we collect about you; however, you are solely responsible for ensuring that all User Content and Customer Hardware is properly secured, protected, and backed up. Unless specifically provided for in an Order, we do not backup, encrypt, or otherwise protect your data and we make no representation, warranty, or guarantee that any lost data will be recoverable.
   2. You are solely responsible for preventing unauthorized access to User Content and Customer Hardware and for mitigating any breaches which may occur.
   3. You agree to use strong passwords when accessing all Services and to ensure that any End Users with privileged access are using strong passwords.
   4. You are solely responsible for all activity that occurs in your Account, regardless of whether the activities are undertaken by you, your employees, any third party (including your contractors or agents), your End Users, your licensees, or your customers. You are responsible for informing all such users of this Agreement and their obligations under it.
   5. You acknowledge that your data, including User Content, will be stored by Patmos in a datacenter specified at the time you place an Order. Unless mutually agreed to in writing, you agree that Patmos may, at its sole discretion, transfer your User Content to an alternate datacenter, including one in a different geographic region. In the event that any Customer Hardware needs to be moved, we will reach out to you.
   6. In the event that you become aware of any incident or security breach related to our Services, including a compromise of your Account or Account credentials, you shall notify us within 24 hours. To the extent that any breach was caused by your Account or your use of the Services, you agree to provide timely assistance with any investigations or legal action required to investigate and cure the breach.
4. Payment and Billing. 
   1. Fees for Services will be specified in all Orders (“Service Fees”). Service Fees may include any combination of recurring charges, one-time charges, and usage charges. Unless specified otherwise in an Order, recurring and one-time charges are payable in advance and usage charges are payable in arrears.
   2. You are required to provide accurate billing information when setting up your Account and for updating it with us in the event of changes, including billing address, account number, expiration date, etc. Failure to process payment due to inaccurate information is not grounds for a waiver of any late fees or interest that might accrue to your Account.
   3. Depending on your selected payment method(s), third-party payment processors (“Payment Processors”) may be used to bill your Account for Services. Payment Processors may have their own terms, conditions, rules, or policies that will apply to all processed payments, in addition to the terms of this Agreement. We are not responsible for acts or omissions of the Payment Processors.
   4. You authorize us and applicable Payment Processors to charge all amounts owed (including all applicable taxes, late fees, or interest charges) to the payment method(s) specified in or linked to your Account.
   5. Payments are considered late if they are not received by the due date provided on your invoice or otherwise specified in an Order. Late payments will be subject to a late payment charge of $10 plus 1.5% interest per month on the entire outstanding balance. In the event of a late payment, we reserve the right to suspend Services until payment is received in full. You will still be responsible for paying for all Services, even during the suspension period.
   6. Unless otherwise specified in an Order, we reserve the right to change our fees at any time. Such fee changes will take effect at the start of your next billing cycle after the changed fees are determined by us. This means that we may change our fees going forward, start charging fees for Services that were previously free, or remove or update features or functionality that were previously included in the fees. If you don’t agree with the changes, you must cancel your paid Service.
   7. You agree that we may bill your payment method(s) at any time up to the amount of your current balance in order to validate the accuracy of your Account.
   8. If any payment is rejected or returned for any reason, including chargeback or NSF, payment shall be deemed late as of the original invoice date and an administrative fee of $35 shall apply in addition to any late charges that are accrued.
   9. You are responsible for any duties, customs fees, taxes, and related penalties, fines, audits, interest and back-payments relating to your purchase of our Services, including but not limited to national, state or local sales taxes, use taxes, value-added taxes (VAT) and goods and services taxes (GST) (collectively, “Taxes”). To the extent permitted by law, or unless explicitly stated otherwise, all fees do not include applicable Taxes. If we become obligated to pay or collect Taxes in connection with your purchase of Services, you are responsible for those Taxes, and we may collect payment either through an invoice or at the time of purchase.
   10. Unless required by law or otherwise provided for in an Order, all fees paid for Services are non-refundable and all payments are final.
5. Regulated Uses. 
   1. The storage, processing, or transmission of protected health information (“PHI”) as defined by the Health Insurance Portability and Accountability Act (“HIPAA”) is prohibited without advance notice and an affirmative agreement from us.You will be required to execute a Business Associates Agreement in a form of our choosing. The responsibility to achieve and maintain HIPAA compliance rests solely with you.
   2. If you are subject to the California Consumer Privacy Act (“CCPA”) or the California Privacy Rights Act (“CPRA”) you are obligated to ensure that your use of our Services complies with these laws now and as applied in the future.
   3. You may be subject to the General Data Protection Regulation (“GDPR”) if you operate within the European Economic Area or another nation that observes GDPR or if you collect data on residents of the European Union. For all use of our Services subject to GDPR, you agree that you are the “controller” of all data and we are a “processor.” If you require a Data Processing Agreement, we will enter into one in a form of our choosing using standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament.
   4. To the extent that our Services are subject to the trade and economic sanctions maintained by the Office of Foreign Assets Control (“OFAC”) or any other US Economic Sanctions, by accessing the Services, you warrant that your use is consistent with U.S. sanctions law and that you are not on any list maintained by a U.S. government authority relating to designated, restricted or prohibited persons.
   5. You agree to comply with all applicable export and import control laws and regulations in your use of the Services, and, in particular, you will not utilize the Services to export or re-export data or software without all required United States and foreign government licenses. You assume full legal responsibility for any access and use of the Services from outside the United States, with full understanding that such access or use may constitute export of technology and technical data that may implicate export regulations and/or require an export license.
6. Intellectual Property. 
   1. Our Websites and Services are owned and/or provided by Patmos. All names, logos, trademarks, visual interfaces, graphics, design, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Websites and Services (“Materials”) that we provide are protected by intellectual property and other laws. All Materials included in the Websites and Services are the property of Patmos or its third party licensors. You may only use the Websites and Services as expressly authorized by us and as set forth in this Agreement.
   2. You authorize us to include your name, logos, or other trademarks in our promotional and marketing materials and communications, provided that we will only use your intellectual property to convey information (such as a client list or use case spotlight), and in a way which suggests a commercial endorsement of our Services by you.
   3. You grant us a non-exclusive, royalty free, worldwide license to host, store, execute, and transfer User Content as part of our provision of Services to you. This grant of license shall not be deemed to confer any ownership interest to us; you retain any rights of ownership that you may have in User Content.
   4. Some of the Materials provided by Patmos are licensed under one or more open source, Creative Commons, or similar licenses (collectively, “Open Source Licenses”). Nothing in this Agreement prevents, restricts, or is intended to prevent or restrict you from obtaining such materials under the applicable Open Source Licenses or to limit your use of such materials under those Open Source Licenses.
   5. We love hearing from you and are always looking to improve our Services. When you share comments, ideas, or feedback with us, you agree that we’re free to use them without any restriction or compensation to you.
   6. We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) respond to any applicable law, regulation, legal process or governmental request; (ii) enforce this Agreement, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of us, our users and the public.
7. Copyright Infringement and DMCA Policy. 
   1. As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others. If you believe any Content violates your copyright send us a notice.
8. Confidentiality and Non-Disclosure. 
   1. As between you and Patmos, both parties agree to protect the confidentiality of any information provided to the other party in a manner consistent with the way they would protect the confidentiality of their own information, but in no event with anything less than reasonable care. Information that each party considers confidential shall be expressly declared or marked as such. Unless expressly permitted by an Order or approved separately in writing, neither party will use, distribute, display, or otherwise share in any way either 1) information marked or declared as confidential, or 2) material provided to the other party during the course of any Project that would not otherwise be available to the general public.
   2. Information that would normally be considered confidential may be disclosed if so compelled by a court order or other legal action by a competent authority. To the extent that such information is disclosed under these conditions, such information must be identified as confidential at the time it is provided.
9. Suspected Breach.
   1. In the case of breach or suspected breach by either party, written notice of the alleged breach must be provided by the non-breaching party in a timely manner, not to exceed fifteen (15) days after the discovery of the alleged breach. The alleged breaching party shall be given thirty (30) days to explain or cure the breach. If such explanation or cure of the breach does not occur timely, the Custom Service Order in question may be terminated by the non-breaching party without an early termination penalty. If this Order is terminated by you for our breach, we shall return within thirty (30) days any advanced fees that were unearned as of the date the termination notice was delivered. If this Order is terminated by us for your breach, we may invoke the dispute resolution provisions of our Terms of Service.
10. Force Majeure.
    1. A party is not liable for failure to perform the party’s obligations if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity, internet, or telephone service.
    2. If a party asserts Force Majeure as an excuse for failure to perform the party’s obligation, then the non-performing party must prove that the party took reasonable steps to minimize delay or damages caused by foreseeable events, that the party substantially fulfilled all non-excused obligations, and that the other party was notified of the likelihood or actual occurrence of the event in a timely manner.
11. Legal Limits.
    1. Our Services are provided “as is.” Patmos and our suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Patmos, nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, our Services at your own discretion and risk.
    2. The enforcement, performance, discharge, lack of performance and formation of this Agreement is governed by, and construed and enforced in accordance with, the law of the State of Missouri of the United States of America, regardless of any applicable conflict-of-law rules to the contrary. The law of the State of Missouri shall prevail in any disputes between the parties. The proper venue for any disputes arising out of or relating to the Agreement and any access to or use of our Services that are not otherwise subject to arbitration (as indicated below) will be the state and federal courts located in Jackson County, Missouri.
    3. In no event will Patmos, or its suppliers, partners, or licensors, be liable with respect to any subject matter of the Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any lost profits, lost savings, or other special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; or (iii) interruption of use or loss or corruption of data. This applies even if Patmos has been advised of the possibility of such damages.
    4. Our aggregate liability to you shall not exceed $50 or the fees paid by you to us under the Agreement during the month prior to the cause of action, whichever is greater.
    5. Patmos shall have no liability for any failure or delay due to, without limitation, acts of God, war, unrest or riot, strikes, any action of a governmental entity, weather, quarantine, fire, flood, earthquake, explosion, utility or telecommunications outages, Internet disturbance, epidemic, pandemic or any unforeseen change in circumstances, or any other causes beyond our reasonable control.
12. Arbitration Agreement. 
    1. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under the Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Kansas City, Missouri, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce the Agreement shall be entitled to costs and attorneys’ fees.
13. Indemnification. 
    1. You agree to indemnify and hold harmless Patmos, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys’ fees, arising out of or related to your use of our Services, including but not limited to your violation of the Agreement or any agreement with a provider of third-party services used in connection with the Services, User Content that you post or allow to be posted, and any exercise of Internet electronic commerce conducted through your or another user’s website.
14. Changes. 
    1. We may update, change, or discontinue any aspect of our Services at any time. Since we’re constantly updating our Services, we sometimes have to change the legal terms under which they’re offered. This Agreement may only be modified by a written amendment signed by an authorized executive of Patmos, or if Patmos posts a revised version.
    2. We may provide notice of posted revisions, such as by sending an email notification to the email address listed in your Account and/or updating the “Last Updated” date at the beginning of this Agreement.
    3. Your continued use of our Services after the new terms take effect will be subject to the new terms, so if you disagree with the changes in the new terms, you should stop using our Services.
15. Termination. 
    1. We may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately. We have the right (though not the obligation) to, in our sole discretion, (i) reclaim your username or website’s URL due to prolonged inactivity, (ii) refuse or remove any content that, in our reasonable opinion, violates the Agreement or any Patmos policy, or is in any way harmful or objectionable, (iii) ask you to make adjustments, restrict the resources you use, or terminate your access to the Services, if we believe your storage or bandwidth usage burdens our systems, or (iv) terminate or deny access to and use of any of our Services to any individual or entity for any reason. We will have no obligation to provide a refund of any fees previously paid.
    2. You can stop using our Services at any time, or, if you use a Paid Service, you can cancel at any time, subject to any cancellation terms that may apply to an Order for Services.
16. Additional Provisions. 
    1. The Agreement, including all documents expressly incorporated by reference herein together with any other terms we provide that apply to any specific Service, constitutes the entire agreement between Patmos and you concerning our Services.
    2. The Agreement shall be binding upon and shall inure only to the benefit to the parties hereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.
    3. The benefit of all Services rendered under this Agreement are received in the State of Missouri.
    4. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
    5. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
    6. The language of all parts of the Agreement shall, in all cases, be construed as a whole, according to its fair meaning and not strictly for or against any party.
    7. You must send all formal legal notices by certified U.S. Mail or by Federal Express (signature required and return receipt requested) to: Patmos Hosting, Inc. 117 S Lexington Street, STE 100, Harrisonville, MO 64701.
    8. You agree to receive electronic notices from us, which will be sent by email to the email address then associated with your Account. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring that the email address associated with your Account is accurate and current. Any email notice that we send to that email address will be effective when sent, whether or not you actually receive the email.
    9. Patmos may assign its rights under this Agreement without condition. You may only assign your rights under this Agreement with our prior written consent.