Terms of Service Agreement

Last Revised: August 8, 2024

PLEASE READ CAREFULLY THIS PAGELY, LLC TERMS OF SERVICE AGREEMENT, WHICH CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

This Pagely, LLC Terms of Service Agreement (“Agreement”) is entered into by and between Pagely, LLC, a Delaware limited liability company, with an address at, 100 S. Mill Ave, Suite 1600, Tempe, AZ 85281, United States (“Pagely”), and you, and is made effective as of the date of your use of the Services (as defined below) or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Services. 

This Agreement sets out the terms under which Pagely will provide Services to you. This Agreement also contains additional provisions applicable to the use, in the European Union (“EU”), of the Site and/or of the provision, in the EU or to EU users of intermediary Services which fall within the scope of the EU Digital Services Act (“DSA Services”). These notably include certain hosting products and Services provided by Pagely in the EU. This Agreement governs the contractual relationship between (i) you and  Pagely, and/or, as regards European Union Digital Services Act (“DSA”) Supplemental Terms of Service and (ii) any user of the Site and/or the DSA Services and  Pagely.

The terms “we”, “us” or “our” shall refer to Pagely. The terms “you”, “your”, “Authorized User”, or “Customer” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Site or the Services. Either or both of Pagely and Customer may be referred to as a “Party” or the “Parties,” respectively.  Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

1. Definitions.
   1. “Acceptable Use Policy” means the acceptable use policy at: https://pagely.com/legal/acceptable-use-policy/.
   2. “Authorized User” means an individual authorized to use or access the Services on behalf of Customer.
   3. “Customer Content” means any information, data, or other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Authorized User, by or through the Services including without limitation website content and any postings, data or transmissions initiated by the Customer or by any other user of the Customer’s website and all content on Customer’s website.
   4. “Data Processing Addendum” means the data processing terms at: https://pagely.com/legal/data-processing-addendum/.
   5. “Documentation” means any materials, user guides, or documentation, as may be amended by Pagely from time to time, related to the Services and published on Pagely’s hosting platforms, accessible through the Services, or otherwise provided to Customer.
   6. “DSA Services” refer to, among all the Services provided by Pagely, the intermediary Services provided in the EU or to EU users which come within the scope of the EU Digital Services Act. These notably include certain hosting products and Services provided by Pagely in the EU.
   7. “Order Form” means the Pagely order form executed between the Parties and that sets forth the predefined Pagely product, product description, and price quotes for such product(s).
   8. “Services” means managed WordPress website hosting regarding Pagely-approved WordPress and WordPress compatible plugins and themes to be utilized on Pagely’s hosting platforms as further described in the Order Form.
   9. “Site” refers to the Pagely website, as currently available at https://pagely.com/.
2. Services.
   1. General. Pagely will provide to Customer the Services. The Parties agree and acknowledge that Pagely will only allow WordPress and WordPress compatible plugins and themes to be utilized on its hosting platforms unless otherwise agreed to in writing between both Parties. Pagely, in its sole discretion, will make the determination as to whether hosting any of Client’s software, data, scripts or code is in violation of the terms of this Agreement.
   2. Pagely and Customer understand that additional Order Forms may be prepared and entered into between the Parties. If subsequent Orders are finalized between Pagely and Customer, the Parties agree this Agreement will be automatically incorporated by reference into any such additional Service Orders and will remain in force and effect.
   3. Third-Party Services. Services may include products or services provided by third Parties (“Third-Party Services”). By requesting or allowing Third-Party Services, Customer (i) accepts all terms related to the Third-Party Services provided by Pagely or the provider of the Third-Party Services; (ii) agrees to use the Third-Party Services only in accordance with such terms; and (iii) authorizes Pagely to allow the provider of any such Third-Party Services to use and access Customer Content as necessary for the Services. Neither Pagely nor its Representative (defined below) will be liable for any disclosure, modification, or deletion of Customer Content resulting from Third-Party Services or for any downtime that Customer may incur as a result of Customer’s use of Third-Party Services.
   4. Service Level Agreement. The Services are subject to the Pagely Standard Service Level Agreement (“Service Level Agreement”) set forth at https://pagely.com/legal/service-level-agreement/ subject to planned downtime and any unscheduled emergency maintenance.
3. Fees and Payments.
   1. Customer will pay all fees and charges including without limitation setup and configuration fees, recurring fees and non-recurring fees (e.g., additional bandwidth) (“Fees”) for the Services, as specified in the Order Form, and is responsible for any Fees for Services requested or modified by Customer and/or Authorized Users. Customer will pay invoices in US Dollars within 30 days of the invoice date, unless otherwise agreed in the Order Form, and without offsets, withholdings, or deductions of any kind. Regardless of actual usage of the Services, all payment obligations are non-cancelable. If payment is not received by the payment due date, Pagely may charge Customer a late payment interest charge of the lesser of 1.5% per month or the maximum rate allowed by applicable law, plus all expenses of collection. Additionally, Pagely reserves the right to suspend or terminate use and access to the Services, if Customer’s account becomes delinquent. All Fees are exclusive of any taxes, levies, or duties imposed by applicable taxing authorities, other than any taxes imposed on Pagely’s income.
   2. Pagely in its sole discretion will determine if a refund of any kind will be given as set forth in the refund policy at https://pagely.com/legal/refund-policy/. Quoted hosting Fees are subject to change upon any material or substantive change to the Customer’s usage of Service as determined in Pagely’s sole discretion.
4. Customer Responsibilities.
   1. Customer Account and Registration. Customer is required to establish an account and receive or establish a password for each Authorized User. In registering for Services, Customer will provide true, accurate, current, and complete information as prompted by the registration form (“Registration Data”) and will maintain and promptly update Registration Data to keep it true, accurate, current, and complete at all times. If Customer provides any Registration Data that is, or at any time during the Term becomes, untrue, inaccurate, not complete, or incomplete, or Pagely has reasonable grounds to suspect that such information is or has become untrue, inaccurate, not current, or incomplete, Pagely may suspend or terminate Customer’s account or access to Services. Customer is responsible for all activities that occur under Customer’s account and Customer’s password(s). Customer must not permit any person other than an Authorized User to access or use the Services or Documentation, except as expressly permitted by this Agreement. Customer will notify Pagely immediately of any unauthorized use of Customer’s account or password(s) or any other breach of security and will exit from the account at the end of each session. Customer is solely responsible for any loss relating to or arising out of any unauthorized use of Customer’s account or password(s).
   2. Restriction on Use and Access to Services. Customer must not (i) copy, modify, or create derivative works or improvements of the Services; (ii) resell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services; (iv) bypass or breach any security device or protection used by the Services; (v) allow anyone other than an Authorized User to access or use the Services; (vi) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any software, hardware, or other technology, device, or means, including without limitation any virus, worm, malware, bugs, Trojan horses or other malicious or harmful computer code, files or programs the purpose or effect of which is to (a) permit unauthorized access to, or to damage, destroy, disrupt, disable, distort, or otherwise harm, limit or impede in any manner any (1) computer, software, firmware, hardware, IT system, or network; (2) any application or function of any of the foregoing; or (3) the security, integrity, confidentiality, or use of any data processed thereby or (b) prevent access to or use of the Services as intended under this Agreement (“Harmful Code”); (vii) damage, destroy, disrupt, disable, impair, interfere with, or otherwise prevent access to or use of, impede or harm in any manner the Services; (viii) remove, delete, alter, or obscure any trademarks, documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services; or (ix) access or use the Services for purposes of competitive analysis or for the development, provision, or use of a competing product or service or for any other purpose to Pagely’s detriment or commercial disadvantage.
   3. Cooperation. Customer will provide timely and accurate Customer Content and promptly respond to Pagely inquiries and agrees that Pagely is not responsible for any delay or failure to provide Services to the extent such delay or failure relates to Customer’s failure to provide reasonable cooperation. Customer agrees to cooperate with any investigation initiated by Pagely into Services outages, security issues or any suspected breach of the terms and conditions of this Agreement or the Pagely Acceptable Use Policy.
   4. Compliance with Laws and the Pagely Acceptable Use Policy.
      1. Customer will use the Services only as expressly permitted by this Agreement and in accordance with all applicable local, regional, state, federal and international laws, rules, and regulations (“Applicable Laws”).
      2. Customer acknowledges that it has read and agrees to Pagely’s Acceptable Use Policy. The Pagely Acceptable Use Policy is designed to protect Pagely and Customer from irresponsible and/or illegal internet-based activities. The Pagely Acceptable Use Policy is a non-exclusive list of the actions prohibited by Pagely and Pagely reserves the right to modify the Pagely Acceptable Use Policy at any time in its sole discretion. Any revisions to the Pagely Acceptable Use Policy will become effective immediately upon posting. Failure to comply with the Acceptable Use Policy shall constitute a material breach of this Agreement.
   5. Resale. Customer will not resell the Services (whether for a fee or gratis) to any third party.
   6. Suspension and Termination. If Customer violates any term of this Section, Pagely may immediately suspend or terminate Customer’s use of or access to the Services.
   7. Customer is solely responsible for all Customer Content including without limitation all content on Customer’s website including without limitation any postings, data or transmissions initiated by the Customer or by any other user of the Customer’s website.
   8. Customer hereby grants Pagely permission and a royalty-free, worldwide license to list, use or display (including for sale, distribution, advertising and promotion purposes) Customer’s trademarked name(s) and logos on Pagely’s website and/or public Customer roster identifying Customer’s logo and a summary of Services provided by Pagely to Customer during the Term.
5. Customer Content.
   1. Customer Content. Customer is solely responsible for all Customer Content, and Pagely does not monitor or exercise any editorial control over Customer Content. Customer will ensure that all Customer Content and use of the Services comply with this Agreement and all Applicable Laws. Pagely reserves the right to remove any Customer Content at any time that Pagely deems illegal, inappropriate, or not in compliance with the Agreement. Customer is solely responsible for any development, operation, maintenance, or use of Customer Content, including without limitation maintaining backups and taking appropriate action to secure and protect Customer Content. Customer will cooperate with and provide to Pagely all information reasonably necessary and appropriate to implement the Services, and Customer assumes all responsibility for modifying (or failing to modify) its Customer Content identifiers consistent with Pagely’s instructions.
   2. Ownership and Licenses. Customer or its licensors will retain ownership of all right, title, and interest in and to Customer Content. Customer Content will not be deemed part of Services by virtue of being located on or served from Pagely servers. Customer hereby grants Pagely a worldwide, irrevocable, royalty-free, nonexclusive license to use Customer Content to provide the Services, without any compensation or obligation. Pagely reserves the right to not use or publish Customer Content, and to remove or edit any Customer Content, at any time in its sole discretion without notice or liability.
6. Intellectual Property Rights.
   1. Pagely Services. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property and/or proprietary rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. Except with regard to Customer Content, Pagely or its licensors retain exclusive ownership of and all rights, title, and interest, including without limitation all Intellectual Property Rights in and to the Pagely sites, Services, and Documentation. Customer has no right, license, or authorization with respect to any of the Services or Documentation, except as expressly set forth in this Agreement. Customer must not remove, alter, or obscure any copyright, trademark, service mark, confidentiality, or other Intellectual Property Rights notices incorporated in or accompanying the Pagely sites, Services, or Documentation. Pagely reserves all rights not expressly granted in this Agreement.
   2. Feedback and Data. Customer hereby grants Pagely a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancements, recommendations, or other feedback provided by Customer or its Authorized Users. Pagely will have the right to collect and analyze data relating to the use and performance of the Services and may (i) use such data (during and after the term of this Agreement) to improve the Services, and (ii) disclose such data in aggregate or other deidentified form in connection with its business, provided that such data does not include personally identifiable information and/or identify Customer.
7. Data Protection and Security. Pagely offers certain Services that may involve the processing of personal data about you, your customers and/or your web users (“Your Data”) in the course of your use of these Services. Your Data, for the purposes of this Section, excludes any Customer Content. Pagely’s Data Processing Addendum, which is hereby incorporated by reference and applicable to Services, is meant to provide you contractual assurance that we have robust mechanisms to ensure the processing of Your Data, including transfers of Your Data from the European Economic Area to a third country, meets with compliance under applicable data privacy laws.
8. Confidentiality. This Section will apply if the Parties are not subject to an active non-disclosure agreement governing the disclosure of Confidential Information with respect to the Services. “Confidential Information” means all non-public information that a receiving Party knows or should reasonably know is confidential or proprietary. Confidential Information includes, but is not limited to, this Agreement, any Order, pricing, and the Service Level Agreement; any information concerning a disclosing Party’s operations, methods of doing business, technologies, technical designs, research and development, know how, trade secrets, software source code, computer programs, algorithms, technical specifications and data, testing and bench-marking procedures and results, customers, personnel, financial information and other confidential or proprietary information belonging to or provided by or on behalf of the disclosing Party. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to a Party at the time of its receipt from the other Party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed without reference to the Confidential Information. Neither Party will disclose, use, modify, copy, reproduce, or otherwise divulge Confidential Information of the other, except as required by Applicable Laws or in furtherance of the Services or this Agreement. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of Confidential Information, including without limitation, at a minimum, those measures taken to protect its own Confidential Information of a similar nature. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that remedies at law for a breach of the obligations under this Section may be inadequate and that the owner of Confidential Information will be entitled to equitable relief (including without limitation provisional and permanent injunctive relief and specific performance) without the requirement to post any bond in addition to any other remedies.
9. Term and Termination.
   1. Term. This Agreement shall commence on the Effective Date and shall remain in effect until the termination of the Services as set forth below. This Agreement and any Order will automatically renew thereafter for successive periods equal in length to the Initial Term (each, a “Renewal Term”), unless either Party notifies the other in writing at least by the applicable Notice Period set forth above prior to the end of the then-current term of their intent not to renew. The Initial Term and any Renewal Term may be referred to collectively as the “Term.”
   2. Termination without Cause. This Agreement may be terminated by the Customer, without cause, by providing thirty (30) days written notice of termination to Pagely. Provided however, Pagely verifies ownership prior to account closure on higher value accounts as a security/privacy measure. If we are unable to verify the cancellation request originated from a verified entity the account will remain open and continue to incur applicable hosting fees. It is your responsibility to respond to such validation ticket/email. In addition, some accounts may also terminate by following the Pagely automated termination procedures as set forth at https://support.pagely.com/hc/en-us/articles/200236830-How-do-I-cancel-my-page-ly-service. This Agreement may be terminated by Pagely without cause, by giving thirty (30) days written notice of such termination to Customer.
   3. Termination for Material Breach. If either Party materially breaches this Agreement and fails to cure said breach within 30 days after notice from the non-breaching Party (“Cure Period”), then the non-breaching Party may terminate the Agreement and/or any active Order. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent to take charge of or sell any material portion of its property or business.
   4. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, each Party must return or destroy all Confidential Information of the other Party. Pagely will immediately disable all Customer access to the Services and cease providing Services, which includes disabling all privacy shield services. At Customer’s request and expense, Pagely may assist with transferring domain names to a subsequent service provider. If this Agreement is terminated for any reason other than Pagely’s material breach, Pagely will immediately cease providing Services, and Customer will pay Pagely all amounts due or outstanding under the Order, including without limitation any committed Fees for the remainder of the then-current Term.
10. Representations and Warranties.
    1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or other organization; and (ii) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement.
    2. Customer Representations and Warranties. Customer represents and warrants that: (i) Customer owns all right, title, and interest in and to the Customer Content, or possesses the necessary rights and consents to permit the Customer Content to be stored, sent, or received using the Services; and (ii) Customer’s use of the Services will not infringe the copyright or other Intellectual Property Rights of any third party.
    3. Pagely Representations and Warranties. Pagely warrants that during the Term (i) Pagely will not materially decrease the overall functionality of the Services; and (ii) the Services will perform materially in accordance with the applicable Documentation and Service Level Agreement. For any breach of the warranties in this Section, Customer’s sole and exclusive remedies are as set for in the Service Level Agreement.
    4. Disclaimers. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAWS OR EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND PAGELY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, PAST OR PRESENT, STATUTORY OR OTHERWISE, OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGMENT, OR SECURITY, EXCEPT FOR OR TO THE EXTENT THAT ANY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED, OR WAIVED. PAGELY DOES NOT WARRANT THAT THE SERVICES WILL BE COMPLETE, UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR WILL MEET CUSTOMER’S REQUIREMENTS. THIS DISCLAIMER APPLIES EVEN IF AN EXPRESS WARRANTY OR THE LIMITED REMEDY SET FORTH IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE. ALL THIRD-PARTY SERVICES ARE PROVIDED “AS IS.” ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SERVICES IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY SERVICE PROVIDER.
11. Indemnification
    1. Customer Indemnity. Customer will indemnify, defend, and hold harmless Pagely, its affiliates and subsidiaries, and each of their respective officers, directors, shareholders, members, managers, employees, independent contractors, agents, and representatives (“Representatives”) from and against any and all claims, liabilities, judgments, awards, losses, damages, costs, and expenses (including, but not limited to, reasonable attorneys’ fees), and fines imposed by governmental, regulatory or any other authorities, arising from or relating to any third-party claims relating to (i) Customer Content; or (ii) Customer’s use of the Services or Third Party Services except as otherwise provided under this Agreement.
    2. Pagely Indemnity. Pagely will indemnify, defend, and hold harmless Customer from and against any and all third-party claims, liabilities, judgments, awards, losses, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees), and fines imposed by governmental or regulatory or any other authorities, arising from any third-party claim that the Services infringe an issued patent or other issued intellectual property right under the laws of a country in which such Services are actually provided to Customer. Notwithstanding the previous sentence, Pagely will have no such obligations to the extent that the alleged infringement relates to: (i) Customer’s use of the Services in conjunction or combination with one or more products or services not provided by Pagely to Customer; (ii) the use of the Services in a fashion other than in accordance with the Documentation and any direction provided by Pagely to Customer; and (iii) the use of other than the latest available version of the Services made available to Customer 30 days after being notified by Pagely to update its version. Upon notice of an alleged infringement, or if in Pagely’s opinion such a claim is likely, Pagely will have the right, at its option, either to: (i) obtain the right to continue the provisions of Services; (ii) replace or modify the alleged infringing Services to make them non-infringing, while maintaining similar operating capabilities and/or performance; or (iii) terminate this Agreement and refund Customer any prepaid Fees covering the unexpired Term.
    3. Procedure. The Party seeking indemnification (“Indemnified Party”) must provide the other Party (“Indemnifying Party”): (i) prompt written notice of any claim no later than 30 days after the Indemnified Party learns of it; (ii) full control and authority over the defense, and (iii) all necessary cooperation and assistance. Neither Party will enter into any settlement requiring the other Party to admit liability or to pay money, without such other Party’s prior written consent, which will not be unreasonably withheld or delayed. Each Party may join in the defense with its own counsel and at its own expense.
12. Limitation of Liability. IN NO EVENT WILL EITHER PARTY OR ITS REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, DATA, OR CUSTOMER CONTENT, ANY BUSINESS INTERRUPTION, OR REPLACEMENT SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND HOWEVER CAUSED.
    
    IN NO EVENT WILL EITHER PARTY’S OR ITS REPRESENTATIVES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO PAGELY UNDER THE APPLICABLE ORDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.
13. EUROPEAN UNION DIGITAL SERVICES ACT (“DSA”) SUPPLEMENTAL TERMS OF SERVICE

This Section 13 applies as from February 17, 2024, which is the date of entry into effect of the EU Digital Services Act.

1. This Section 13 sets out provisions, processes and disclosures that supplement the rest of this Agreement, as required under the DSA, which regulates the provision of certain digital intermediary services provided in the EU and notably sets out rules on the role of providers and imposes content moderation requirements and transparency obligations. These provisions only apply to you if you are in the EU and / or if you are using the Site or DSA Services. In the event of any conflict between the terms set out in this Section 13 and the other provisions of this Agreement, the terms of this Section 13 shall prevail.
2. Rules of conduct. Users are prohibited from providing, publishing or transmitting content which is incompatible with or violates this Agreement (including without limitation Sections 4 and 6 of this Agreement) or any applicable laws in the EU or in any EU country (“Unauthorized Content“).
3. Content moderation overview. Pagely may voluntarily take action against any Unauthorized Content in accordance with this Agreement (including without limitation Section 4, Section 5 and Section 9 of this Agreement). In addition, Pagely may receive notices through the Notice and Action Mechanism (described below) and orders from EU authorities reporting the presence of alleged illegal content on (or transmitted through) this Site or any DSA Service (including without limitation any website hosted by Pagely). Pagely will process these orders and notices, and take action based on the information provided. These actions may entail the restrictions mentioned in paragraph e. below, or any other restrictions required by the relevant authority.
4. Notifying alleged illegal content – Notice and Action Mechanism. You may report to Pagely the presence, on this Site or on any DSA Service, of content that you consider to be illegal in the EU or any EU country through the mechanism accessible here: https://supportcenter.secureserver.net/abusereport/dsa (“Notice and Action Mechanism”).  Depending on the nature of the DSA Service concerned by the notice, the way Pagely processes and addresses such notice may differ.
5. Restrictions. Pagely may, at any time and in some cases, without prior notice, remove any Unauthorized Content provided on (or through) this Site or any DSA Service, or suspend or terminate access to a whole DSA Service (e.g., disabling a website hosted by Pagely). In addition, with respect to “repeat offenders”, namely users frequently providing manifestly Unauthorized Content, Pagely may suspend or terminate their access to this Site or to the DSA Services. Pagely will generally issue a prior warning before any suspension, other than in exceptional cases or where Pagely is otherwise legally required to take immediate action. When deciding on and applying such restrictions, Pagely will act in a timely, diligent, non-arbitrary, objective and proportionate manner.
6. Unfounded Notices. If any user frequently provides manifestly unfounded notices through the Notice and Action Mechanism, Pagely may suspend the processing of its notices. Pagely will generally issue a prior warning before any suspension, save for exceptional cases (as determined by Pagely in its reasonable discretion) or where Pagely is legally required to take immediate action.
7. Measures and tools for review. Notices and orders are generally subject to human review. Pagely may also use a machine learning model that helps process certain claims and detect phishing on websites hosted by Pagely. Actions taken in response to notices and/or orders which relate to the provision of content by users of the DSA Service or visitors of the Site, if any, are generally subject to human review.
8. Right to terminate the use of the DSA Services. You have the right to terminate the use of the DSA Services in accordance with Section 9 of this Agreement.
9. Content Moderation Decisions.

(A) This paragraph i. may apply to you if:

(i) Your issue relates to the use of the Site or one of Pagely’s online platforms in the EU (meaning for instance a DSA Service involving the hosting products and Services); and

(ii) Your issue concerns: (y) a decision taken by Pagely further to a notice you submitted to Pagely regarding the presence of information considered to be illegal content on one of the Pagely’s EU online platforms; and/or (z) a decision taken by Pagely to remove (or to not remove) content or to suspend, restrict or terminate (or to not suspend, restrict or terminate) access to one of the Pagely’s EU online platforms on the ground that you or any user of the Service provided Unauthorized Content, (a “Content Moderation Decision”).

(B) If you disagree with a Content Moderation Decision, you may lodge a complaint against it with Pagely. The complaint must be lodged within six (6) months from the date on which you are informed of the Content Moderation Decision. To lodge your complaint, you will need to respond to the email informing you of the Content Moderation Decision and provide any additional context or information for Pagely to reassess the Content Moderation Decision. Pagely will review your complaint and respond through its internal complaint-handling system (the “Internal Complaint-Handling System”). 

If a user frequently provides manifestly unfounded complaints through the Internal Complaint-Handling System, Pagely may suspend the processing of its complaints, after a prior warning. 

(C) If you disagree with a Content Moderation Decision and/or the outcome of the Internal Complaint-Handling System, you may also engage with any out-of-court dispute settlement body certified by the relevant EU authority. For your information, decisions taken by these bodies are not binding. Also, Pagely may refuse to engage in such a procedure if the issue has already been resolved concerning the same content and the same grounds. The list of these certified bodies (if any) is expected to be published by the EU Commission shortly. We will update the terms of this Agreement once the relevant information becomes available.

(D) In any case, you may also initiate judicial proceedings before a competent court, according to the applicable law, at any stage.

10. For the purposes of paragraphs f. and i. of this Section 13, “frequently” means the submission of 2 or more unfounded notices or complaints (as relevant) over a period of 12 months. For the purposes of paragraphs e., f. and i. of this Section 13, when determining whether a specific behavior requires such a suspension or termination and the duration of the suspension or termination, Pagely takes into account the relevant facts and circumstances, which may include such things as the volume of manifestly unfounded notices or complaints submitted within the period referred to above, the seriousness and/or the impact of the behavior. A notice may for instance be considered as manifestly unfounded if it is evident that it does not relate to alleged illegal content and instead refers solely to personal and/or subjective considerations. Specifically, as regards the provision of illegal content, these criteria also include the volume of illegal content provided, the extent of its impact and/or the gravity of the behavior (e.g., as regards the nature of the content concerned and its consequences) and the frequency of the behavior. 
11. Search Engine: Recommender Systems Disclosure. 

Our Site and certain of our DSA Services include a search engine that enables you to search for domain name registrations based on your query, account search history, and location. The search engine generates a list of results based on generic matching between the keywords or character sequences searched and the domain names available for purchase. If the exact domain name you searched for is unavailable, the search engine will display results for domain names that match your keywords and characters, potentially including alternative top-level domain names, which may take into account your location. For example, if you are located in Germany, the search engine may prioritize “.de” top-level domain names in order to present you more tailored results. Additionally, the search may feature partnerships labeled “Promoted” in the search results. 

The keywords or sequences of characters, that you searched are the most significant parameters used to determine the results, whereas search history and location are secondary parameters used to further refine the list of results. As currently designed, the search engine does not allow you to change these parameters. 

l. DSA Point of Contact. If you have any questions or queries about this Section 13 or any other DSA-related matters, you can contact us by email at the following address: dsainquiries@secureserver.net   

14. General.
    1. Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law rules, if any.
    2. Disputes. All actions, disputes, and controversies relating to or arising out of this Agreement will be resolved exclusively through individual arbitration pursuant to the “Disputes, Binding Individual Arbitration and Waiver of Class Actions and Class Arbitrations” section of the Universal Terms of Service Agreement found at https://www.godaddy.com/legal/agreements/universal-terms-of-service-agreement, such agreement is hereby incorporated into the Agreement with “GoDaddy” meaning “Pagely” as used in such universal terms.
    3. Notice. Any notice, request, demand, or other communication required or permitted under this Agreement must be given in writing to the authorized person for such Party listed on the Order. If to Pagely, notice must also be sent to legal@godaddy.com. Notice will be deemed given upon receipt.
    4. Assignment, Successors. Except in regard to a sale or transfer by Pagely of all or substantially all of the assets to which this Agreement relates, neither Party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party. This Agreement will be binding on and inure to the benefit of the successors and permitted assigns of the Parties. Any attempted assignment or transfer in violation of this Section will be null and void.
    5. Amendments. Pagely may, in its sole and absolute discretion, change of modify (i) this Agreement and any policies or agreements which are incorporated herein at any time and (ii) the features, functionality, prices or other aspects of Services. Such changes or modifications shall be effective immediately upon posting. Your use of the Services after such change or modification has been made shall constitute your acceptance of this Agreement or the Services as last revised.
    6. Severability. If any portion or provision of this Agreement is determined or held to be invalid, illegal, or unenforceable under any Applicable Laws in any jurisdiction, the remaining portions and provisions of this Agreement will remain in full force and effect. In such instance, this Agreement, will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision or portion of any provision is limited or excluded to the minimum extent required so that this Agreement will otherwise remain in full force and effect and enforceable.
    7. Survival. The following Sections will survive any termination or expiration of this Agreement: 1. Definitions; 2.b. Third-Party Services; 3. Fees and Payments; 4.b. Customer Responsibilities – Restriction on Use and Access to Services; 5.b. Ownership and Licenses; 6. Intellectual Property Rights; 7. Data Protection and Security (which shall survive for such time as the Services are provided); 8. Confidentiality; 9.d. Effect of Termination; 10. Representations and Warranties; 11. Indemnification; 12. Limitation of Liability; and 13. General.
    8. Relationship of the Parties. Each Party will be and act as an independent contractor and this Agreement will not be construed as a partnership, joint venture, agency, or employment relationship. Nothing in this Agreement will constitute a Party as a legal representative or agent of the other Party, nor will a Party have the right or authority to assume, create, or incur any liability or any obligation of any kind, express or implied, against or in the name or on behalf of the other Party or its related entities.
    9. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or will confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
    10. Force Majeure. Pagely will not be liable for any delay or failure to perform any obligation under this Agreement to the extent such delay or failure relates to any cause beyond Pagely’s reasonable control, including without limitation acts of God; labor disputes or other industrial disturbances; electrical or power outages; utilities or other telecommunications failures; destruction or extensive damage of factories, colocation centers, or company headquarters; earthquake, storms or other elements of nature; blockages; embargoes; riots; acts or orders of government; acts of terrorism or war; or pandemics.
    11. Headings. Any titles used in this Agreement are for convenience and ease of reference only and are not to be utilized in any way to construe or interpret the agreement of the Parties.
    12. Counterparts. This Agreement and any Order may be executed in two or more counterparts each of which is an original, but all of which together constitutes one and the same instrument.
    13. Entire Agreement. This Agreement and the Order, including without limitation the Service Level Agreement, exhibits, or policies incorporated in this Agreement or the Order, contain the entire agreement and understanding of the Parties and supersede all negotiations and understandings between the Parties regarding the subject matter.
    14. Order of Precedence. In the event of a conflict, the order of precedence will be the Order, this Agreement, the Service Level Agreement and then other documents provided by Pagely.
    15. If you have any questions about this Agreement, please contact us by email or regular mail at the following address:
        
        Pagely, LLC
        Attn: Legal Department
        100 S. Mill Ave., Suite 1600
        Tempe, AZ 85281
        Legal@GoDaddy.com