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ePaiges Design Group
- TERMS
OF SERVICE
If for any reason your are not satisfied with
the Hosting and/or Maintenance Services provided, we offer a full money back promise. Simply cancel
your Hosting and or Maintenance Plan within the first thirty days of service and we will refund
your money.
ePaiges Design Group Terms & Conditions
Agreement
Sections:
1. Term and Payment for Services
2. Use of Services
3. Enforcement
4. Intellectual Property Rights
5. Warranty; Warranty Disclaimer
6. Limitation and Exclusion of Liability
7. Indemnification
8. Miscellaneous
9. Web Maintenance Trakker
You must accept the terms of this Agreement in
order to use our Services.
NOTWITHSTANDING, BY USING OUR SERVICES, YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS
AND CONDITIONS CONTAINED HEREIN AS WELL AS ALL ACCEPTABLE USE POLICIES
INCORPORATED BY REFERENCE.
ePaiges Design Group reserves the right to
change or modify any of the terms and conditions contained in this Agreement,
any Addendum and any policy or guideline incorporated by reference at any time
and from time to time in its sole discretion, and to determine whether and when
any such changes apply to both existing or future customers. Any changes or
modification will be effective upon posting of the revisions on the ePaiges Design Group
website. Your continued use of Services following ePaiges Design Group
's posting of any changes or modifications will constitute your acceptance of
such changes or modifications.
We guarantee our work. After viewing our initial design drafts, if you are not satisfied and wish to discontinue work on the site, we will refund 100% of your deposit.
We have no setup fees, and all DESIGN AND
MAINTENANCE plans come with a 30 day money-back guarantee.
If our services can not meet your needs, all plans come with a 30 day money-back guarantee.
We reserve the right to cancel
your Hosting and or Maintenance Plan within the first thirty days of service and we will refund
your money.
This Agreement shall be for an "Initial
Term" as chosen by you on the initial contract at the time
you register for the Services. This Agreement will be automatically renewed (the
"Renewal Term") at the end of the Initial Term for the same period as
the Initial Term unless you provide ePaiges Design Group with notice of
termination thirty (30) days prior to the end of the Initial Term or the Renewal
Term. A notice of termination can be submitted via email to the billing
department at billing@epaiges.com
If you terminate your receipt of the Services
prior to the end of the Initial Term or the Renewal Term, whichever is then
applicable, (a) ePaiges Design Group will not refund to you any fees paid in
advance of such termination and (b) you shall be required to pay 100% of ePaiges Design Group's
standard monthly charge for each month remaining in the term, unless otherwise
expressly provided in this Agreement. Notwithstanding the foregoing, if you
terminate your receipt of Shared Hosting Services prior to the end of the first
thirty (30) days of the Initial Term, you are entitled to a refund of the fees
you paid in advance for the monthly Services, not including any setup fees. Your
termination request or notice must be submitted to ePaiges Design Group in the
manner described in Section 1.1. ePaiges Design Group may terminate this
Agreement at any time and for any reason by providing to you written notice
thirty (30) days prior to the date of termination. If ePaiges Design Group
terminates this Agreement, ePaiges Design Group will refund to you the pro-rata
portion of prepaid fees attributable to Services (excluding setup fees) not yet
rendered as of the termination date unless otherwise expressly provided in this
Agreement.
In the event that either party hereto defaults
in the performance of any of its material duties or obligations under this
Agreement, including failure to make any payments due under this Agreement, and
such default is not cured within five (5) days after written notice is given to
the defaulting party specifying the default, then the party not in default,
after given written notice thereof to the defaulting party, may terminate this
Agreement.
You agree to pay for all charges attributable to
your use of the Services at the then current ePaiges Design Group prices, which
shall be exclusive of any applicable taxes. You are responsible for the payment
of all federal, state, and local sales, use, value added, excise, duty and any
other taxes assessed with respect to the Services, other than taxes based on ePaiges Design Group's
net income.
All Website and/or Logo Designs require a
deposit. All Web Hosting and/or Web Maintenance payments are required in
advance of service.
ePaiges Design Group may also create periodic
invoices for any applicable Supplemental Charges associated with your use of the
Services. You agree to pay to ePaiges Design Group the amount indicated in each
invoice by the due date reflected on that invoice.
All invoices are sent via email with a PDF
attachment to the contact/billing email address supplied at the initial
contract. As a courtesy, we may send a hardcopy of the invoice via USPS.
It is the clients responsibility to ensure the billing email address and mailing
address are current.
1.6 Delinquent Accounts
Your account will be considered delinquent
after five (5) days from the invoice due date. ePaiges Design
Group reserves the right to remove web pages from viewing on the internet and/or suspend all services provided by ePaiges Design
Group until account is made current. Your web site will be deactivated and replaced with
a web page stating, "The website is undergoing routine maintenance."
Accounts with delinquent balances will be assessed a $35 late
payment if payment is not received by original due date.
If an amount remains delinquent 30 days after it's due date an additional 5%
penalty will be added for each month of delinquency.
Any such suspension of the Services does not relieve
you from paying past due fees. In the event of collection
enforcement, you will be liable for any costs associated with such collection,
including, without limitation, reasonable attorneys' fees, court costs and
collection agency fees.
The ePaiges Design Group
Acceptable Use Policy (the "Usage Policy") govern the general
policies and procedures for use of the Services. The Usage Policy is posted on ePaiges Design Group's
Web site (or such other location as ePaiges Design Group may specify) and may be
updated from time-to-time. YOU SHOULD CAREFULLY READ THE USAGE POLICY. BY USING
THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE USAGE POLICY AND ANY
MODIFICATIONS. ePaiges Design Group RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT
FOR ANY VIOLATION OF THE USAGE POLICY OR THIS AGREEMENT.
Unless we have agreed otherwise in a separate
agreement, you must ensure that all material and data placed on ePaiges Design Group's
equipment is in a condition that is "server-ready," which is in a form
requiring no additional manipulation by ePaiges Design Group. ePaiges Design Group
will make no effort to validate any of this information for content, correctness
or usability. If your material is not "server-ready", ePaiges Design Group
has the option at any time to reject this material. ePaiges Design Group will
notify you of its refusal of the material and afford you the opportunity to
amend or modify the material to satisfy the needs and/or requirements of ePaiges Design Group
. Use of the Services requires a certain level of knowledge in the use of
Internet languages, protocols and software. This level of knowledge varies
depending on the anticipated use and desired content of your Web site. You must
have the necessary knowledge to create and maintain a Web site. It is not ePaiges Design Group
's responsibility to provide this knowledge or customer support outside of the
Services agreed to by you and ePaiges Design Group .
You agree that use of the Services under this
Agreement will not exceed the bandwidth and storage usage limits set out. If you
use any bandwidth or storage space in excess of the agreed upon number of
megabytes per month, you agree to pay the associated additional charges.
ePaiges Design Group may investigate any
reported or suspected violation of this Agreement, its policies or any
complaints and take any action that it deems appropriate and reasonable under
the circumstance to protect its systems, facilities, customers and/or third
parties. ePaiges Design Group will not access or review the contents of any
e-mail or similar stored electronic communications except as required or
permitted by applicable law or legal process.
ePaiges Design Group reserves the right and has
absolute discretion to restrict or remove from its servers any content that
violates this Agreement or related policies or guidelines, or is otherwise
objectionable or potentially infringing on any third party's rights or
potentially in violation of any laws. If we become aware of any possible
violation by you of this Agreement, any related policies or guidelines, third
party rights or laws, ePaiges Design Group may immediately take corrective
action, including, but not limited to, (a) issuing warnings, (b) suspending or
terminating the Service, (c) restricting or prohibiting any and all uses of
content hosted on ePaiges Design Group 's systems, and/or (d) disabling or
removing any hypertext links to third party Web sites, any of your content
distributed or made available for distribution via the Services, or other
content not supplied by ePaiges Design Group which, in ePaiges Design Group 's
sole discretion, may violate or infringe any law or third-party rights or which
otherwise exposes or potentially exposes ePaiges Design Group to civil or
criminal liability or public ridicule. It is ePaiges Design Group 's policy to
terminate repeat infringers. ePaiges Design Group's right to take corrective
action, however, does not obligate us to monitor or exert editorial control over
the information made available for distribution via the Services. If ePaiges Design Group
takes corrective action due to such possible violation, ePaiges Design Group
shall not be obligated to refund to you any fees paid in advance of such
corrective action.
To comply with applicable laws and lawful
governmental requests, to protect ePaiges Design Group 's systems and customers,
or to ensure the integrity and operation of ePaiges Design Group 's business and
systems, ePaiges Design Group may access and disclose any information it
considers necessary or appropriate, including, without limitation, user profile
information (i.e., name, e-mail address, etc.), IP addressing and traffic
information, usage history, and content residing on ePaiges Design Group's
servers and systems. ePaiges Design Group also reserves the right to report any
activity that it suspects violates any law or regulation to appropriate law
enforcement officials, regulators, or other appropriate third parties.
You hereby grant to ePaiges Design Group a
non-exclusive, worldwide, and royalty-free license for the Initial Term and any
Renewal Term to use your content as necessary for the purposes of rendering and
operating the Services to you under this Agreement. You expressly (a) grant to ePaiges Design Group
a license to cache materials distributed or made available for distribution via
the Services, including content supplied by third parties, and (b) agree that
such caching is not an infringement of any of your intellectual property rights
or any third party's intellectual property rights.
All materials, including but not limited to any
computer software (in object code and source code form), data or information
developed or provided by ePaiges Design Group or its suppliers or agents
pursuant to this Agreement, and any know-how, methodologies, equipment, or
processes used by ePaiges Design Group to provide the Services to you,
including, without limitation, all copyrights, trademarks, patents, trade
secrets and other proprietary rights are and will remain the sole and exclusive
property of ePaiges Design Group or its suppliers, including but not limited to
any software programs, inventions, products and/or technology innovations and
methodologies utilized, developed, or disclosed by ePaiges Design Group during
the term of this Agreement. Unauthorized copying, reverse engineering,
decompiling, and creating derivative works based on the any such software is
expressly forbidden except as permitted in this Agreement. You may be held
legally responsible for violation of any patent rights, copyright or trade
secret rights that is caused or encouraged by failure to abide by the terms of
this Agreement.
You hereby grant to ePaiges Design Group a
limited right to use your trademarks, if any, for the limited purpose of
permitting ePaiges Design Group to fulfill its duties under this Agreement. This
is not a trademark license and no other rights relating to the trademarks are
granted by this Agreement. Specifically, but without limitation, the rights
granted by this Agreement do not include the right to sub-license use of your
trademarks or to use your trademarks with any other products or services outside
the scope of the Services provided under this Agreement. The limited trademark
use rights granted under this section terminate upon termination of this
Agreement.
ePaiges Design Group is not responsible in any
manner for any non-confirming Services to the extent caused by you or your
customers. In addition, ePaiges Design Group is not responsible for loss or
corruption of data in transmission, or for failure to send or receive data due
to events beyond ePaiges Design Group's reasonable control.
ALL SERVICES, SYSTEMS AND PRODUCTS PROVIDED BY ePaiges Design Group
UNDER THIS AGREEMENT ARE PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY IN
FACT OR IN LAW, WHATSOEVER. YOU ACKNOWLEDGE AND AGREE THAT ePaiges Design Group
EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE CONTENT OF THE
INFORMATION PASSING THROUGH ePaiges Design Group's COMPUTERS, NETWORK HUBS AND
POINTS OF PRESENCE, OR THE INTERNET. ePaiges Design Group DOES NOT WARRANT THAT
THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR COMPLETELY
SECURE, AND DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT,
TRADE SECRET OR TRADEMARK INFRINGEMENT. ALL SERVICES PERFORMED UNDER THIS
AGREEMENT ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE
OF PERFORMANCE INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER
HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, ePaiges Design Group DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU
HEREBY WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW
OR OTHERWISE, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONDITIONS
OF QUALITY, AND ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADESECRET OR
TRADEMARK INFRINGEMENT.
You warrant, represent, and covenant to ePaiges Design Group
that (a) you are at least eighteen (18) years of age or are a duly organized and
validly existing entity; (b) you possess the legal right and ability to enter
into this Agreement; (c) you will use the Services only for lawful purposes and
in accordance with this Agreement and all applicable policies and guidelines;
(d) you will be financially responsible for the use of your account; (e) you
have acquired or will acquire all authorization(s) necessary for hypertext links
to third-party Web sites or other content; (f) you have verified or will verify
the accuracy of materials distributed or made available for distribution via the
Services, including, without limitation, your content, descriptive claims,
warranties, guarantees, nature of business, and address where business is
conducted, and (g) your content and/or any software that you install or provide
does not and will not infringe or violate any right of any third party
(including any intellectual property rights) or violate any applicable law,
regulation or ordinance.
IN NO EVENT SHALL ePaiges Design Group HAVE ANY
LIABILITY WHATSOEVER FOR DAMAGE, UNAUTHORIZED ACCESS TO, ALTERATION, THEFT OR
DESTRUCTION OF INFORMATION PROVIDED TO ePaiges Design Group , DISTRIBUTED OR
MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES. ePaiges Design Group SHALL
HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL,
EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF ePaiges Design Group
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY
OF ePaiges Design Group TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL
BE LIMITED TO THE AMOUNT ACTUALLY PAID TO ePaiges Design Group BY YOU UNDER THIS
AGREEMENT DURING THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH
SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE
AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF
WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE
FEES FOR THE SERVICES SET BY ePaiges Design Group UNDER THIS AGREEMENT HAVE BEEN
AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU
HEREBY RELEASE ePaiges Design Group FROM ANY AND ALL OBLIGATIONS, LIABILITIES,
AND CLAIM IN EXCESS OF THE LIMITATION STATED IN THIS SECTION 6.1. BECAUSE SOME
STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL
OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT
PERMITTED BY LAW.
You hereby acknowledge and agree that ePaiges Design Group
will not be liable for any temporary delay, outages or interruptions of the
Services. Further, ePaiges Design Group shall not be liable for any delay or
failure to perform its obligations under this Agreement, where such delay or
failure results from any act of God or other cause beyond its reasonable control
(including, without limitation, any mechanical, electronic, communications or
third-party supplier failure).
You hereby acknowledge and agree that ePaiges Design Group
reserves the right to temporarily suspend services for the purposes of
maintaining, repairing, or upgrading its systems and network. ePaiges Design Group
will use best efforts to notify you of pending maintenance however at no time is
under any obligation to inform you of such maintenance.
You will defend, indemnify and hold harmless ePaiges Design Group
and its officers, directors, shareholders, employees, consultants, agents,
affiliates and suppliers (an "Indemnitee") from any and all threatened
or actual claims, demands, causes of action, suits, proceedings (formal or
informal), losses, damages, fines, penalties, liabilities, costs and expenses of
any nature, including attorneys' fees and court costs, sustained or incurred by
or asserted against any Indemnitee by any person, firm, corporation,
governmental authority, partnership or other entity by reason of or arising out
of or relating to: (i) your violation or breach of any term, condition,
representation or warranty of this Agreement or any applicable policy or
guideline; (ii) your conduct, including but not limited to your negligence,
gross negligence, or willful misconduct; (iii) your use of the Services,
including any improper or illegal uses; (iv) any claim by a former employee of
yours whose employment has been or may be terminated in connection with or as a
result of the execution of this Agreement and performance of the Services by ePaiges Design Group
; or (v) any claim relating to your services or products, or your installation
and/or use of any third-party software, including but not limited to
advertising, product liability claims or infringement of any trademark,
copyright, patent, trade secrets or nonproprietary right of a third party
(including, without limitation, defamation, libel, or violation of privacy or
publicity).
The parties each agree that all Confidential
Information (as defined below) communicated to it by the other is done so in
confidence and will be used only for the purposes of this Agreement and will not
be used to compete with the other party or disclosed to any third party without
the prior written consent of the other party except as permitted under this
Agreement. "Confidential Information" means all information in any
form, including, without limitation, printed or verbal communications and
information stored in printed, optical or electromagnetic format, which relates
to the Services; or computer, data processing or electronic commerce programs
and software; electronic data processing applications, routines, subroutines,
techniques or systems; information which incorporates or is based upon
proprietary information of either party; or information concerning business or
financial affairs, product pricing, financial conditions or strategies,
marketing, technical systems of either party; or any information concerning
customers or vendors of either party; or any data exchange between a party and
any customers or vendors. Exceptions to Confidential Information include (1)
information in the public domain; (2) information developed independently by a
party without reference to information disclosed under this Agreement; or (3)
information received from a third party without restriction and/or breach of
this or a similar Agreement. It is not a violation of this provision to disclose
Confidential Information in compliance with any legal, accounting or regulatory
requirement beyond the control of either Party or, but in such case, prior to
disclosure, the disclosing Party shall give written notice to the other Party to
permit that Party an opportunity to challenge such disclosure. If either Party
is subpoenaed, such Party shall give written notice to the other Party to permit
that Party an opportunity to challenge the disclosure of Confidential
Information. Upon the termination of this Agreement and upon written request of
the disclosing Party, each Party shall promptly return all Confidential
Information of the other Party. This provision shall survive the termination of
this Agreement for two (2) years.
All notices, reports, requests, or other
communications given pursuant to this Agreement shall be made in writing, shall
be delivered by hand delivery, overnight courier service, fax, or electronic
mail, shall be deemed to have been duly given when delivered.
THIS AGREEMENT, WILL BE GOVERNED BY THE LAWS OF
THE UNITED STATES AND THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO RULES
GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT
IN THE FEDERAL OR STATE COURTS LOCATED IN CALIFORNIA, AND YOU IRREVOCABLY CONSENT
TO THE JURISDICTION OF SUCH COURTS.
This Agreement and all policies and guidelines
incorporated in this Agreement by reference constitutes the entire Agreement of
the parties and may not be modified or altered orally but only by an agreement
in writing signed by both parties.
No Third-Party Beneficiaries - ePaiges Design Group
is not the agent, fiduciary, trustee or other representative of you. Nothing
expressed or mentioned in or implied from this Agreement is intended or shall be
construed to give to any person other than the parties hereto any legal or
equitable right, remedy or claim under or in respect to this Agreement. This
Agreement and all of the representations, warranties, covenants, conditions and
provisions hereof are intended to be and are for the sole and exclusive benefit
of the parties hereto.
You may not transfer or assign your rights,
duties, or obligations under this Agreement without ePaiges Design Group's prior
written consent. ePaiges Design Group may assign its rights and obligations
under this Agreement and may utilize affiliate and/or agents in performing its
duties and exercising its rights under this Agreement, without your consent.
Subject to that restriction, this Agreement will be binding on, inure to the
benefit of, and be enforceable against the parties and their respective
successors and assignees.
ePaiges Design Group's failure to enforce the
strict performance of any provision of this Agreement will not constitute a
waiver of ePaiges Design Group's right to subsequently enforce such provision or
any other provisions under this Agreement.
If any provision of this Agreement is deemed
illegal, invalid, void or otherwise unenforceable in whole or in part, that
provision shall be severed or shall be enforced only to the extent legally
permitted, and the remainder of the provision and the Agreement shall remain in
full force and effect. If any provision of this Agreement is deemed to be
invalid, void or unenforceable only with respect to a particular application,
such term or provision shall remain in full force and effect with respect to all
other applications.
All provisions of this Agreement relating to
your warranties, intellectual property rights, limitation and exclusion of
liability, your indemnification obligations and payment obligations shall
survive the termination or expiration of this Agreement.
9.
WEB MAINTENANCE TRAKKER
The ePaiges Maintenance Trakker system accessed
via this Web Site (the "Trakker") and tracking information obtained through this
Web Site (the "Information") are the private property of ePaiges. ePaiges
authorizes you to use this Trakker System solely to track maintenance requests
tendered by or for you and for no other purpose. Without limitation, you are not
authorized to make the Information available on any web site or otherwise
reproduce, distribute, copy, store, use or sell the Information for commercial
gain without the express written consent of ePaiges Design Group. This is a
personal service, thus your right to use our Trakker system or Information is
non-assignable. Any access or use that is inconsistent with these terms is
unauthorized and strictly prohibited.
Last Updated:
March 12, 2006
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