Terms of Service

This Terms of Service agreement ("Agreement") is between Online Transition, Inc. d/b/a Online Transition (the "provider," "we," or "us") and the customer who orders Online Transition services ("you" or the "customer"). This Agreement is the complete and exclusive agreement between you and Online Transition regarding its subject matter, and supersedes and replaces any prior agreement.

1. Defined terms

Certain capitalized terms have the meanings given to them in this Agreement, including Acceptable Use Policy, Business Day (8am to 5pm Central Time, Monday through Friday), Confidential Information, Junk Mail, Order, and Services.

2. Provision of services

Online Transition will provide the Services you order, contingent on our acceptance of your Order. Support is available 9 hours per day, 5 days per week for customers who meet the minimum financial commitments stated in their Order.

3. Your obligations

You must comply with applicable law and our policies, pay all fees on time, implement reasonable security measures, cooperate with our investigations, maintain current and accurate account information, and promptly report any unauthorized access to your account.

4. Access to the services

The Services are accessible through an online control panel or an API, which Online Transition may modify or transition at any time.

5. Service Level Agreements

Service Level Agreement coverage applies only to customers making the minimum financial commitments, with separate terms for network Sites, Files, and Servers.

6. Term

The initial term begins when the Services become available and continues for the period stated in the Order, defaulting to one month. The Agreement renews automatically on a monthly basis unless you provide written notice of non-renewal through the control panel.

7. Fees

Online Transition charges the fees stated in your Order, including minimum commitments regardless of actual usage. We charge recurring fees in advance on a monthly basis, and non-recurring fees as they are incurred. Any "credit" that we may owe you will not be paid to you as a refund.

8. Fee increases

For month-to-month contracts, Online Transition may increase fees with 45 days' notice. For longer initial terms, increases take effect at renewal terms beginning 45 days after notice. In addition, Producer Price Index increases allow fee adjustments, capped at once per 12 months with 30 days' notice.

9. Suspension of services

We may suspend the Services without advance notice if we reasonably believe the Services are being used in violation of this Agreement, are being accessed by an unauthorized third party, threaten the security of the network, involve overdue payments, or where suspension is required by law. We may continue to charge fees during a suspension and may impose a reinstatement fee of up to $150.

10. Early termination by you

You may terminate with 30 days' notice, but you must pay an early termination fee equal to the remaining minimum monthly commitments under your Order.

11. Termination for breach

We may terminate this Agreement for material inaccuracies in your information, issues with your age or authority, overdue payments (with a 3-day cure period), failure to meet our credit criteria, AUP violations (with a 10-day cure period for a first violation), or other breaches of this Agreement (with a 30-day cure period). You may terminate if we materially fail to provide the Services (with a 5-day cure period) or breach other obligations (with a 30-day cure period).

12. Access to your data

You lose access to your data during suspensions and after termination. We make periodic snapshot backups that may not be available to you or useful outside Online Transition systems. You must maintain independent copies of your data and should not rely on the Services as your sole backup.

13. Unauthorized access

Online Transition is not responsible for unauthorized access to your data unless it results from our failure to meet our security obligations. You are responsible for all access by your employees and authorized users, and for any access resulting from your inadequate security precautions.

14. Disclaimers

We do not promise that the Services will be uninterrupted, error-free, or completely secure. We disclaim all warranties, including the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. Services provided without a minimum support or Service Level Agreement commitment are provided "AS IS."

15. Export compliance

You represent that you are not on any U.S. Treasury Department list of sanctioned parties, that you will not use the Services in connection with the development of weapons, and that you will not provide access to nationals of embargoed countries.

16. Confidential information

Each party must restrict its use of the other party's Confidential Information to performance under this Agreement or the exercise of its legal rights. Disclosure to service providers, agents, or representatives requires equivalent confidentiality obligations. Where disclosure is legally compelled, the disclosing party will provide seven days' advance notice when feasible.

17. Limitation of liability

We are not liable for service failures unless we breach this Agreement or engage in gross negligence or willful misconduct. For customers covered by a Service Level Agreement, the dollar credits stated in the Service Level Agreement are your sole and exclusive remedy. Neither party is liable for indirect damages or lost profits. Our maximum liability is capped at the greater of the fees you paid in the prior six months or $500, except in cases of willful misconduct, fraud, or death or personal injury caused by negligence.

18. Indemnification

You must defend and pay for claims brought against Online Transition arising from your gross negligence, violations of law, security breaches, AUP violations, or export violations. This extends to the actions of your employees and authorized users, and to claims arising from your resale of the Services.

19. Microsoft software

Your use of any Microsoft software is governed by Microsoft's license terms in addition to this Agreement.

20. Resale of services

You may resell the Services but remain responsible for third-party use. Resellers of Microsoft software must include our Microsoft and "No High Risk Use" terms in their customer agreements. Support is provided only to the original customer unless otherwise arranged. There are no third-party beneficiaries to this Agreement.

21. Changes to the AUP

We may make changes to the Acceptable Use Policy if they are reasonable and consistent with law and industry norms. Changes become effective upon the first of the following to occur: your renewal, your execution of a new Order, 30 days' notice, or payment of your final invoice. If a change has a materially adverse impact on you, you may terminate within 30 days without penalty.

22. Notices

We use email for routine communications. Legal notices to us must be in English and submitted through our designated legal-notice channel. For legal matters, you may also contact us or call 630-496-5745. We send notices to you by email, mail, or courier, and post AUP amendments to the control panel. Notices are deemed received upon delivery, or on the next Business Day if delivered outside of business hours.

23. No high-risk use

You may not use the Services in any situation where their failure could lead to death, personal injury, or environmental damage, including the operation of aircraft, nuclear facilities, or Class III medical devices.

24. Intellectual property

Each party retains its own intellectual property rights. Work product developed by Online Transition belongs to Online Transition unless we agree otherwise in writing in advance.

25. Relinquishment of IP addresses

Upon termination, you must stop using any IP addresses and server names assigned to you and redirect your domain DNS away from Online Transition.

26. Assignment

You may not assign this Agreement without our written consent. We may assign this Agreement in connection with a corporate reorganization or the sale of our business, including transferring your Confidential Information. We may use subcontractors but remain responsible for their performance.

27. Force majeure

Neither party violates this Agreement if a failure to perform results from events beyond its reasonable control, including power grid failures, natural disasters, war, epidemics, strikes, or acts of terrorism.

28. Governing law and jurisdiction

This Agreement is governed by the laws of the State of Texas, excluding its choice-of-law principles. Exclusive venue is the state or federal courts located in Bexar County, Texas. You waive any objection to venue and may not pursue class actions. Any claim must be brought within two years after it accrues.

29. Agreement mechanics

The Terms posted on the effective date of an Order govern that Order, and revisions do not apply retroactively. When multiple Orders exist on a single account, the most recent Terms govern. Orders may be amended through a formal written agreement or authorized correspondence. In the event of a conflict, the order of precedence is the Order, then the Terms of Service, then the Acceptable Use Policy. The relationship between the parties is that of independent contractors, not partners. Sections 1, 7, 10, 16, 17, 18, 22, 24, 28, 29, and 33, along with related survival provisions, survive termination of this Agreement.

30. Domain registration

Online Transition submits domain requests to third-party registrars on your behalf. Our responsibility is limited to submission, and registrar errors are not Online Transition's responsibility. You must manage any prior registrar accounts and respond to registrar inquiries.

31. Billing services

For reseller billing, you appoint Online Transition as your billing agent with the power to charge end-user credit cards. You must obtain the specific authorizations from your end users and provide correct tax rates. We process charges once per billing cycle, notify you of declined charges, and suspend end users per your instructions. Remittance occurs monthly, subject to a $50 minimum threshold. We hold initial charges for 60 days and subsequent charges for 30 days pending chargebacks, and you must repay any chargeback regardless of the reason.

32. Mail services

Mail access is provided through the web control panel or an API. You manage your mailboxes, storage, and filter settings. We implement email filtering for spam and viruses, but you hereby release Online Transition and its employees, agents, affiliates, and third-party suppliers from any liability for damages arising from the failure of Online Transition's filtering services to capture unwanted email, or from the capture of legitimate email. Email exceeding storage limits may be permanently lost, and a 50MB per-message limit applies. You own your email content as Confidential Information, but we may use message routing data and usage data for our business purposes and disclose it to third parties in aggregate form.

33. Beta services

If you use any Beta Service, you acknowledge that it is pre-release and may fail to operate. Beta Services should not be run in production environments or in hazardous or weapons applications. We may terminate Beta Services at any time, and any commercial release may differ substantially. No Service Level Agreement credits apply. Support for Beta Services is available 11am to 4pm Central Time only, rather than the standard schedule. You must provide prompt feedback, and we own the intellectual property in that feedback. All information about Beta Services is our Confidential Information and may not be disclosed. Beta Services are provided "AS IS," with maximum liability capped at $100.