Terms & Conditions
Terms and Conditions for Website Design, SEO and Website Hosting
1. Definition of Terms
iwebsitez.com® having its principal place of business at Rear Office, 74 London Road, Bognor Regis, West Sussex, PO21 1DD, aforesaid.
The Client - the entity which enters into a contract with iwebsitez.com®.
Domain Name - the root address of a website, e.g. www.webaddress.com. All such names must be registered with the appropriate naming authority, which will usually charge a fee.
Downtime - time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.
Host - the company on whose system the Website physically resides.
Link, Hyperlink - a 'clickable' link embedded on a web page which may take the form of a graphic or text.
Search Engine - a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
Website - a collection of web pages and associated code which forms an integrated presence.
The Work - the subject matter of the contract between the Client and iwebsitez.com®.
2.1 Fee Payable
A non refundable deposit of 50% of the total fee payable under the contract is due immediately upon engaging iwebsitez.com®. The remaining 50% shall become due when the Work is completed to the reasonable satisfaction of the client but subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof. iwebsitez.com® reserves the right not to begin the Work until the said deposit has been paid in full. The fee quoted in the contract does include the cost of domain registration or hosting.
2.2 Maintenance Fees
Maintenance. Fees will be assessed on an hourly basis at £30 per hour or part thereof. No fee will be required in a month where no updating is necessary. Search engine re-submissions shall be included in the maintenance fee.
2.3 Late Fees
Failure to make payment to iwebsitez.com® will result thereafter in account termination. Debt recovery and administration fees of £90 will be added to the total amount owed and interest will at this point be charged on the total debt at the annual statutory rate of 8%, plus the Bank of England base rate of 0.5%, totalling 8.5% p/a. These amounts are set by late payment legislation.
An example for this would be if iwebsitez.com® were owed £1,000:
the annual statutory interest on this would be £85 (1,000 x 0.085 = £85)
divide £85 by 365 to get the daily interest: 23p a day (85 / 365 = 0.23)
after 50 days this would be £11.50 (50 x 0.23 = 11.50)
Total owed including £90 admin fee after 50 days would be: £101.50
2.4 Custom Work
Custom HTML, CSS, JS or PHP work is charged at £30 p/h. Time divisions are broken up within the hour in to 4 segments and are rounded to the nearest quarter for billing purposes. Example: Clients will be billed for 45 minutes if the amount time of works taken was 33 minutes.
3.1 Third Parties
iwebsitez.com® can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client's Website, although iwebsitez.com® will endeavour to ensure that Website downtime is kept to a minimum.
3.2 Maintenance and Correction of Errors
iwebsitez.com® takes no responsibility for the functionality of the Website after the Work has been completed. Errors (both technical and typographical) attributable to iwebsitez.com® will be corrected free of charge, but iwebsitez.com® reserves the right to charge a reasonable fee for correction of errors for which iwebsitez.com® is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to iwebsitez.com® by the Client.
3.3 Extent of Work
Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client.
3.4 Consequential Loss
Under no circumstances will iwebsitez.com® be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure.
3.5 Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued. iwebsitez.com® is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
3.6 Search Engine Listings
iwebsitez.com® does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not iwebsitez.com® who determine whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all. iwebsitez.com® does not control Search Engines algorithms and huge shifts can appear daily, weekly and even hourly.
4. Completion Of Work and payment
4.1 Completion of Work
iwebsitez.com® warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. iwebsitez.com® will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. iwebsitez.com® will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client. The Client will agree to have a hyperlink to iwebsitez.com®'s website placed on their website. Should the Client wish to not have or remove this hyperlink, a fee of £1000 will be payable and charged.
4.2 Supply of Materials
The Client is to supply all materials (content supplied via email, CD, flash drive etc) and information required for iwebsitez.com® to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client's failure to supply such materials leads to a delay in completion of the work, iwebsitez.com® has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. Where the Client's failure to supply materials prevents progress on the Work for more than 21 days, iwebsitez.com® has the right to invoice the Client for any part or parts of the Work already completed.
4.3 Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify iwebsitez.com®, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to iwebsitez.com® as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the 50% balancing payment under Clause 2.1 Fee Payable will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
4.4 Rejected Work
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by iwebsitez.com® to remedy any points reported by the Client as unsatisfactory, and iwebsitez.com® considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and iwebsitez.com® can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment, as mentioned in Section 2.
Upon completion, iwebsitez.com® will invoice the Client for the 50% balancing payment in accordance with Clause 2.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the Client within 7 days of the date that the invoice was issued.
4.6 Remedies for Overdue Payment
If payment has not been received by the due date, iwebsitez.com® has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 7 days after the due date, iwebsitez.com® has the right to replace, modify or remove the Website and revoke the Client's licence of the Work until full payment has been received. By revoking the Client's licence of the Work or removing the web site from the Internet, iwebsitez.com® does not remove the Client's obligation to pay any outstanding monies owing.
4.7 Databases, Applications, Custom Applications and E-Commerce Development
iwebsitez.com® cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.
4.7(i) Databases, Applications, Custom Applications and E-Commerce Development
Any scripts, cgi applications or software (unless otherwise specifically agreed) written by iwebsitez.com® remain the copyright of iwebsitez.com® and may only be commercially reproduced or resold with the permission of iwebsitez.com®.
4.7(ii) Databases, Applications, Custom Applications and E-Commerce Development
iwebsitez.com® cannot take responsibility for any losses incurred by the use of any software created for the client. Whilst every care has been taken to ensure products are problem free and accurate, the ultimate responsibility lies with the client in ensuring that all software is functioning correctly before use.
4.7(iii) Databases, Applications, Custom Applications and E-Commerce Development
Where applications or sites are developed on servers not recommended by Iwebsitez.com®, the client is expected to provide or seek any information, additional software, support or co-operation pertaining to the server required in order for the application to be correctly developed. Where large applications are to be developed, it is the clients responsibility to provide a suitable testing environment which is identical to the final production environment.
4.7(iv) Databases, Applications, Custom Applications and E-Commerce Development
The client is expected to test fully any application or programming relating to a site developed by Iwebsitez.com® before being made generally available for use. Where bugs, errors or other issues are found after the site is live, iwebsitez.com® will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief.
5. Intellectual Property
5.1 Offers and Proposals
Offers and proposals made by iwebsitez.com® to potential clients should be treated as trade secrets and remain the property of iwebsitez.com®. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from iwebsitez.com®. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2 Warranty by the Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to iwebsitez.com® for inclusion on the Website. The conclusion of a contract between iwebsitez.com® and the Client shall be regarded as a guarantee by the Client to iwebsitez.com® that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or a civil matter. By agreeing to these terms and conditions, the Client removes the legal responsibility of iwebsitez.com® and indemnifies the same from any claims or legal actions however related to the content of the Client's site.
5.3 Domain Name
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify iwebsitez.com®, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.
Once iwebsitez.com® has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be granted a licence to use the Website and its contents.
5.5 Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which iwebsitez.com® or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from iWebsitez.com. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which iwebsitez.com® or their suppliers owns the copyright. iwebsitez.com® acknowledges the intellectual property rights of the Client. Information passed in written form to iWebsitez.com, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
6. Rights and responsibilities
6.1 Right to Terminate
iwebsitez.com® reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.
6.2 Events Beyond the Control of iwebsitez.com®
iwebsitez.com® will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of iwebsitez.com®.
6.3 Supply and Pricing of Services
iwebsitez.com® reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
This Agreement shall be governed by the laws of the UK which shall claim venue and jurisdiction for any legal action or claim arising from the contract between iwebsitez.com® and the Client. The said contract is void where prohibited by law.
7.2 Survival of Contract
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
7.3 Change of Terms and Conditions
These terms & conditions may change from time to time. The Client will be informed of revisions as and when they are issued.
7.4 Terms and Conditions of Customer Domain Registration and Customer Web Hosting
By signing this document means that you have read and understood the Terms and Conditions of the Customer Domain Registration and Customer Web Hosting.
7.5 Terms of Business
Once iwebsitez.com® receive in writing, stating that you wish iwebsitez.com® to undertake the agreed work for you at the agreed price, you are agreeing to these terms.
8.1 INFORMAL PROCEDURE
Anyone who experiences a problem with their web service provided by iwebsitez.com® should raise the matter directly using our online contact form to do so, giving sufficient information to locate the material and clearly outlining the grounds for complaint. iwebsitez.com® will approach the individual responsible for the material in question with a view to resolving the matter to the satisfaction of the complainant.
8.2 FORMAL PROCEDURE
A formal complaint should be made in writing to iwebsitez.com® who will acknowledge receipt and ensure that the matter is looked into as soon as possible. An initial response to any complaint can be expected within seven days of its receipt; a full and considered response to the complaint should be completed within 30 days and any subsequent remedy implemented with the minimum of delay.
Web Design Packages with SEO
The same terms for web design above and SEO below but with the addition of the following: Failure to pay for the website design part, even missing 1 payment during the 10 months for HTML, 8 months for WordPress or the 6 months for e-commerce will result in the website being terminated and deleted from our server no later than 7 days after payment due date. Proceedings for debt recovery will begin immediately.
Please read through our SEO terms/jargons. Our goal is to develop a contract in plain English which is mutually understood by all the parties entering into the contract and which minimizes erroneous beliefs.
However we make no warranty/guarantee of accuracy and completeness of the SEO terms described below. Our definitions should not be considered as be all and end all of SEO terminology.
1. Details of the parties entering into the contract
This agreement is hereby entered into between iwebsitez.com® (hereinafter referred to as "we", "us", "SEO", "our") and the Client hereinafter referred to as "Client", "you", "him", "his").
2. Representations and Warranties
iwebsitez.com® agrees to provide Client with Search Engine Optimisation and Reporting Services (hereinafter referred to as "SEO") as described in this agreement for the period of [Insert duration of the whole project in months] which starts on the[Insert the date of the start of the work].
We will use specific keywords/phrases for developing and improving the ranking of the Client’s site(s), in the search engines (Google, Yahoo and Bing).
For the purposes of this agreement:
"Deliverable" - It is a term used in project management to describe a tangible or intangible object produced as a result of the project that is intended to be delivered to a customer (either internal or external). A deliverable could be a report, a document, a server upgrade or any other building block of an overall project.
"SEO" –Search engine Optimisation (SEO) is the process of improving the volume or quality of traffic to a web site from search engines via "natural" or un-paid ("organic" or "algorithmic") search results as opposed to search engine marketing (SEM) which deals with paid inclusion.
"Social Media Optimisation" – It is set of methods which are used to generate publicity through social media. "Search Engines" – It is a computer program which is used to retrieve documents from a computer network. Three popular search engines are Google, Yahoo and Bing.
"Client’s Competitor" – It is an individual or a company which is in the same exact niche as the client and is targeting same/identical keywords in same/near by geographic location(s).
"Keyword" – Keyword or keyword phrase is a search term(s) which is used to retrieve information through search engines. "Keyword Research" – It is a practice used by search engine Optimisation professionals to find and research actual search terms people enter into the search engines when conducting a search.
"Keyword Stuffing" – It is considered to be an unethical search engine Optimisation (SEO) technique. Keyword stuffing occurs when a web page is loaded with keywords in the meta tags or in content.
"Keywords cannibalisation" – Several web pages targeting same keyword(s)
"URL" - It is the address of the web page on the Internet.
"URL Canonicalisation" – It is the process of picking the best url when there are several choices, and it usually refers to home pages.
"Link Building" – It is a Search Engine Optimisation technique which is used to get back links (or votes) for a website.
"Link Bait" – Link bait is any content or feature within a website that somehow baits viewers to place links to it from other websites. Matt Cutts defines link bait as anything "interesting enough to catch people’s attention.
"Website Usability" - It means how easy it is for visitors to use your website.
"Website Accessibility" - It means how accessible your web pages are to your visitors and search engines.
"User Engagement" - It refers to the degree to which a visitor has been positively influenced by the website and is engaged to it.
"Conversions" - Also known as goals. They can be orders, leads, downloads, page views, sign ups, traffic etc.
"Conversion Rate" - It is the percentage of visits which result in goal conversions.
"KEI" - Stands for Keyword Efficiency Index and measures how popular a keyword is in the eyes of the www.
"KPI" - KPI or Key Performance Indicator is used to measure how well an organisation or individual is accomplishing its goals and objectives.
"Link popularity" - It is the measure of the quantity and quality of inbound links (back links) to your website.
"Confidential Information" - It includes but is not limited to, any and all fees, services, documents, recommendations, reports, e-mails, postal mail, courier or phone/skype consultation for the purpose of reporting, recommending or educating the client by iwebsitez.com® for carrying out search engine Optimisation services.
iwebsitez.com® is committed to provide following deliverables:
1. Website Audit Report
It provides (but it not limited to):
1. Review of the competitiveness of the client’s industry and the targeted keywords.
2. Review of the current ranking potential of the client’s site and back link profile analysis.
3. Review of issues related to website usability, website credibility, websites accessibility, user engagement and suggestions regarding how to fix them.
4. Recommendations for avoiding/fixing negative SEO issues (keyword stuffing, duplicate contents, URL canonicalization, hidden text, hidden links, sneaky redirects, keywords cannibalization etc)
5. Recommendations regarding content development. What type of contents and contents categories can attract additional traffic and links and can help in improving conversions (goals).
6. Suggestions regarding link building– From where and how you can acquire/request/buy links.
7. Review of the client’s site traffic – how visitors find your website, where they come from and how they use it. How keywords and advertising campaigns are performing. How the site is performing in comparison to hundreds of other sites in the comparable industries.
i. Competitive Analysis Report
It provides vital information regarding competitors like who are your competitors, which keywords they are targeting, what are they doing to attract traffic and links. From where they have got their back links. We also determine the current ranking potential of your competitors in search engines and help in establishing KPIs.
ii. Keyword Research Report
It provides list of keywords that can bring highest volume of relevant traffic to the website along with their search volume. It also provides suggestions regarding how keywords should be used on site to attract additional traffic.
iii. Website Optimisation
We try to fix all the issues we have identified during website audit, so that the website works for the client’s business and is able to convert relevant traffic into sales or leads.
iv. On-page Optimisation
We modify the title tags, meta tags, contents, HTML code, naming conventions and other on-page factors of client’s website to make it relevant to search engines (Google, Yahoo and Bing) for targeted keywords. We do keywords positioning/placement to attract additional traffic to the site.
v. Link Building
We acquire/request links from vast array of websites to improve the ranking potential of your website in search engines and to rank for targeted keyword phrases.
vi. Link Bait/Viral Content Development
We develop and promote contents (press releases, articles, blogs, link baits etc) which help in getting additional traffic and links to your site and also helps in improving the conversion rate.
vii. Social Media Optimisation
We develop methods to generate publicity through social media like blogs, forums, social networking sites (Facebook, linked-in, orkut etc), meet-up groups, industry events etc.
viii. SEO Analysis
We continuously monitor the effectiveness of our SEO campaign and send you traffic and rankings reports on regular basis.
5. Payment Terms
Client agrees to pay us a fee as stated in "agreement." Fee must be received prior to the start of any services provided. All payments shall be made in GBP and by Bank Transfer or in person, unless otherwise agreed by iwebsitez.com®.
Any incidental cost related to the SEO Services provided to the client like long distance telephone calls, shipping, postage, courier and travel will be reimbursed to iwebsitez.com® by the client.
If the client decides to end the project for lack of funds, change in focus or for any other reason other than which violates any term of this agreement, then the client is required to pay for all the work iwebsitez.com® has done up to the time that client notifies iwebsitez.com® not to continue with the project at hourly rate of GBP£60.
If the client doesn’t want iwebsitez.com® to work for any of the client’s competitor (as defined in the ‘definitions’ section above) for a period of of 6 months, then the client has to pay an additional fees of GBP£350 per month.
6. Project Timeline
The total time for this project is to be set in agreement. We will work at least 10 hours per week on the client’s project.
7. Assignment of Specific Rights
For the purposes of receiving professional SEO services, Client agrees to provide the following:
i. Give iwebsitez.com® FTP and other back-end access to the web site for uploading new web pages, and making changes on the web pages for the purpose of on-page Optimisation.
ii. Permission to communicate directly with any third parties, e.g., your web designer, web developer etc if necessary.
iii. Full access to existing website traffic statistics for analysis and tracking purposes like access to Google Analytics etc.
iv. Permission to use client official email address for the purposes of requesting links (something like email@example.com)
vi. Client authorises iwebsitez.com® use of all client’s logos, trademarks, Web site images, content etc., for use in creating informational pages and any other uses as deemed necessary by iwebsitez.com® for search engine Optimisation and social media Optimisation.
vii. If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. iwebsitez.com® can create site content at additional cost to the Client. If Client is interested in purchasing content from iwebsitez.com®, it can be provided at additional cost of GBP£20 per 500 words/page.
8. Non Disclosure Agreement
At any time during or subsequent to contract period, client agrees to keep in strictest confidence and trust all of the iwebsitez.com® confidential information to which the client has access. The client will not use or disclose the iwebsitez.com® confidential information without the written consent of iwebsitez.com®.
Client agree not to attack/criticize iwebsitez.com® and any of its employee, associate or partner publicly (on public forums, blogs, social networks etc) at any time during or subsequent to contract period. Similarly client agrees not to seek for SEO advice on SEO forums, blogs, community groups or any social media in a way which brings bad name to the company or any of its employee, associate or partner. In case of breach of non-disclosure agreement, client agrees to pay a minimum of GBP£25,000 to iwebsitez.com® as damages.
Client acknowledges the following with respect to SEO services from iwebsitez.com® :
1. All fees are non-refundable.
2. iwebsitez.com® has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. Client’s web site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
3. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, iwebsitez.com® does not guarantee No.1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.
4. Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than "x" amount of time or have enough back link strength. iwebsitez.com® assumes no liability for ranking, traffic, indexing issues related to such penalties. Consequently client understands that ranking new websites is much more difficult than ranking old and established sites and he should not have unrealistic expectations about rankings, traffic and revenues.
5. New website may get temporary boost in ranking for some targeted keywords for few days but then it settles down to its real place. This is known as ‘new site boost effect’ and it is quite common to happen. Consequently client understands that his new site has not really got top rankings within a month and soon it will go down to its actual position.
6. Occasionally, search engines will drop listings for no apparent reason. Often, the listing will reappear without any additional SEO efforts.
7. A website search engine ranking can fluctuate any day, any time because of on-going changes in the ranking algorithm, SEO efforts made by the competitors or both.
8. iwebsitez.com® makes no guarantee/warranty of project timeline or added expenses (like charging additional fees etc) if the SEO work is destroyed either wholly or in parts, either knowingly or unknowingly by any party other than iwebsitez.com® or without the prior consultation of iwebsitez.com® . SEO work is considered to be destroyed either wholly or in parts if following changes (but are not limited to) are made to a website by any party other than iwebsitez.com® or without first consulting iwebsitez.com® :
i. Changes in the file(s) or folder(s) name
ii. Putting a file in a different folder or putting a folder in another folder or sub domain
iii. Making changes in the head section of a document like changing the text in the title tag, removing certain HTML tags required for site authentication.
iv. Deleting a link, folder, file, web document or sub domain.
v. Modifying text on a web document like changing the formatting of the text or repositioning the text.
vi. Removing analytics code from the web page which is used to track website traffic.
vii. Linking out to any website without prior consultation of the iwebsitez.com®.
viii. Adding a file, folder, web document, widget or any functionality.
ix. Renaming URLs of existing web documents.
x. Taking down the website or part of the website.
xi. Renaming, re-locating, adding or removing any file, folder or sub domain on a web server including web documents, robots.txt, .htacess file, sitemap.xml, rss.xml etc
xii. Changes in the site architecture
xiii. Changes in the anchor text
xiv. Making any changes on an optimized web page
9. iwebsitez.com® makes no guarantee/warranty of project timeline or added expenses (like charging additional fees etc) if:
i. The client fails to resolve iwebsitez.com® queries on time.
ii. Make delays in providing required access, documents, permissions or any support for Search Engine Optimisation purpose
iii. Fail to make necessary changes on the website as and when advised by iwebsitez.com® for carrying out the Search Engine Optimisation services.
iv. There is a server outage for prolonged time on client’s site.
10. iwebsitez.com® is not responsible for the Client overwriting SEO work. The Client will be charged an additional fee for re-constructing, re-optimizing content/web pages, based on the hourly rate of GBP£60per hour.
11. Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to iwebsitez.com® for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend iwebsitez.com® and its subcontractors from any liability or suit arising from the use of such elements.
10. When this contract comes to an end
This contract comes to an end when everything specified in the contract has been done. It can also end if there is a breach of contract and either party decides to cancel it.
The contract can also be ended by mutual agreement of the parties involved in contract or when it becomes impossible to carry out the obligations specified in the contract like due to man-made calamities (riots, acts of terrorism, war etc) or natural calamities (like flood, hurricane, earthquake, volcanic eruption etc).
11. Governing Law and Jurisdiction
Governing law means which country’s rule of interpretation and legal remedies apply in case of any dispute arising out of the contract. Jurisdiction means the place where your dispute will be heard.
This Agreement (Contract) shall be governed by the laws of UK and the parties submit to the exclusive Jurisdiction of the courts of Southampton, England in respect of any dispute or difference between the client and iwebsitez.com® arising out of this Agreement (Contract).
Any dispute or difference can also be resolved outside the court by appointing an independent third party (also known as arbitrator) on mutual agreement of the client and iwebsitez.com®. However in this case arbitrator’s decision is considered to be final and cannot be disputed or appealed in the court of law.
This contract is all inclusive and no other oral or written contract exists between the two parties stated in this agreement. By signing this contract you agree that you fully understand this contract, you are legally competent and authorised to enter into the contract and you sign this contract on your ‘own free will’ without any undue influence, misrepresentation of facts or by mistake.
You also represent and warrant to iwebsitez.com® that you have no interest or obligation which is inconsistent with or in conflict with this agreement or which would prevent, limit, or impair iwebsitez.com® performance of any part of this agreement. You agree to notify iwebsitez.com® immediately if any such interest or obligation arises.
Customer Master Agreement
Terms and Conditions of Customer Domain Registration and Customer Web Hosting
This Customer Master Agreement is made, entered into and executed on
December 27, 2017
(hereinafter referred to as the "Effective Date")
iwebsitez.com® (hereinafter referred to as "Parent") AND you (hereinafter referred to as "Customer"). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the term "Customer" shall refer to such entity.
(The Parent and the Customer may be referred to individually as a "Party" and collectively as the "Parties").
WHEREAS the Parent provides various Products and Services;
AND WHEREAS the Customer wishes to purchase Parent's Products and Services
NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Parent and the Customer, intending to be legally bound, hereby agree as follows:
(1) "Advance Account" refers to the credit balance maintained by the Customer with the Parent.
(2) "Agreement" refers to this Customer Master Agreement alongwith all its appendices, extensions and amendments at any given point in time.
(3) "Business Day" refers to a working day between Mondays to Friday excluding all Public Holidays.
(4) "Clear Balance" refers to credit in the Customer Advance Account after deducting any accrued liabilities, Locked Funds and debited amounts.
(5) "Confidential Information", as used in this Agreement shall mean all data, information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation, documentation, functional and interface specifications, provided by Parent to the Customer under this Agreement, whether written, transmitted, oral, through the Parent Website or otherwise, that is marked as Confidential.
(6) "Customer Contact Details" refers to the Contact Details of the Customer as listed in the OrderBox Database.
(7) "Customer Control Panel" refers to the set of Web-based interfaces provided by the Parent and its Service Providers to the Customer which allows him to Manage Orders.
(8) "Customer Product Agreement Extension" refers to the latest version of a Specific Customer Product Agreement Extension as posted in the Customer Control Panel or on the Parent Website.
(9) "OrderBox" refers to the set of Servers, Software, Interfaces, Parent Products and API that is provided for use directly or indirectly under this Agreement by the Parent and/or its Service Providers.
(10) "OrderBox Database" is the collection of data elements stored on the OrderBox Servers.
(11) "OrderBox Servers" refer to Machines / Servers that Parent or its Service Providers maintain to fulfill services and operations of the OrderBox.
(12) "OrderBox User" refers to the Customer and any Agent, Employee, Contractee of the Customer or any other Legal Entity, that has been provided access to the "OrderBox" by the Customer, directly or indirectly.
(13) "Order" refers to a Parent Product purchased by the Customer having a unique Order ID in the OrderBox Database.
(14) "Parent Products" refer to all Products and Services of Parent which it has provided/rendered/sold, or is providing/rendering/selling.
(15) "Parent Servers" refer to web servers, Mailing List Servers, Database Servers, OrderBox Servers and any other Machines / Servers that Parent or its Service Providers Operate, for the OrderBox, the Parent Website, the Parent Mailing Lists, Parent Products and any other operations required to fulfill services and operations of Parent.
(16) "Parent Website" refers to.
(17) "Service Providers" refers individually and collectively to any Artificial Juridical Persons, Company, Concern, Corporation, Enterprise, Firm, Individual, Institute, Institution, Organization, Person, Society, Trust or any other Legal Entity that Parent or its Service Providers (recursively) may, directly or indirectly, Engage / Employ / Outsource / Contract for the fulfillment / provision / purchase of Parent Products, OrderBox, and any other services and operations of Parent.
(18) "Prohibited Persons (Countries, Entities, and Individuals)" refers to certain sanctioned countries (each a "Sanctioned Country") and certain individuals, organizations or entities, including without limitation, certain "Specially Designated Nationals" ("SDN") as listed by the government of the United States of America through the Office of Foreign Assets Control ("OFAC"), with whom all or certain commercial activities are prohibited. If you are located in a Sanctioned Country or your details match with an SDN entry, you are prohibited from registering or signing up with, subscribing to, or using any service of Parent.
2. CUSTOMER PRODUCT AGREEMENT EXTENSIONS
(1) The Customer may purchase various Parent Products in the course of their relationship with Parent under this Agreement, by submitting to Parent, in a form and manner prescribed by Parent, one or more Customer Product Agreement Extensions, which shall then be included as a part of this Agreement.
(2) Any conflicting definitions, terms and conditions in a Customer Product Agreement Extension shall take precedence over the same definition, terms and conditions in this Agreement, and shall be applied only to that Customer Product Agreement Extension.
3. OBLIGATIONS OF PARENT
Parent shall make available the latest versions of this Agreement and Customer Product Agreement Extensions in the Customer Control Panel or on the Parent Website.
4. OBLIGATIONS OF THE CUSTOMER
(1) The Customer acknowledges that in the event of any dispute and/or discrepancy concerning any data element of an Order or the Customer in the OrderBox Database, the data element in the OrderBox Database records shall prevail.
(2) The Customer acknowledges that all information of the Customer in the OrderBox, including authentication information is accessible to Parent and its Service Providers
(3) The Customer shall comply with all terms or conditions established by Parent and/or its Service Providers from time to time.
(4) The Customer agree to provide, maintain and update, current, complete and accurate information for all the data elements about the Customer in the OrderBox Database.
(5) Customer acknowledges that Parent Products maybe obtained through Service Providers, and as such, changes in structure, or contracts may occur, and as a result services may be adversely affected. Customer acknowledges and agrees that Parent shall not have any liability associated with any such.
(6) During the term of this Agreement and for three years thereafter, the Customer shall maintain the following records relating to its dealings with Parent and their Agents or Authorized Representatives:-
(1) In electronic, paper or microfilm form, all written communications with respect to Parent Products.
(2) In electronic form, records of the accounts of all, current / past Orders with the Customer, including dates and amounts of all payments, discount, credits and refunds.
The Customer shall make these records available for inspection by Parent upon reasonable notice not exceeding 14 days.
5. REPRESENTATIONS AND WARRANTIES
Parent and Customer represent and warrant that:-
(1) they have all requisite power and authority to execute, deliver and perform their obligations under this Agreement;
(2) This Agreement has been duly and validly executed and delivered and constitutes a legal, valid and binding obligation, enforceable against the Reseller and Parent in accordance with its terms;
(3) The execution, delivery, and performance of this Agreement and the consummation by Parent and the Reseller of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate:-
(1) any provision of law, rule, or regulation;
(2) any order, judgment, or decree;
(3) any provision of corporate by-laws or other documents; or
(4) any agreement or other instrument.
(4) the execution, performance and delivery of this Agreement has been duly authorized by the Customer and Parent;
(5) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made in connection with the execution, delivery, and performance of this Agreement or the taking of any other action contemplated hereby;
The Customer represents and warrants that:
(1) the Customer has read and understood every clause of this Agreement
(2) the Customer has independently evaluated the desirability of the service and is not relying on any representation agreement, guarantee or statement other than as set forth in this agreement; and (3) the Customer is eligible, to enter into this Contract according to the laws of his country
6. RIGHTS OF PARENT AND SERVICE PROVIDERS
(1) Parent and Service Providers may change any information, including Authentication Information of the Customer in the OrderBox Database upon receiving authorization from the Customer in any form as maybe prescribed by Parent from time to time.
(2) Parent and Service Providers may provide/send any information in the OrderBox Database, about the Customer, including Authentication information
(1) to the Customer Contact Details
(2) to any authorised representative, agent, contractee, employee of the Customer upon receiving authorization in any form as maybe prescribed by Parent from time to time
(3) to the Service Providers
(3) Parent and Service Providers in its own discretion can at any point of time temporarily or permanently cease to sell a Parent Product
(4) Parent reserves the right to change pricing, minimum order levels, and discounts, of any Parent Product , at any time.
(5) Parent and Service Providers, in their sole discretion, expressly reserve the right to deny any Order or cancel an Order within 30 days of processing the same. In such case Parent may refund the fees charged for the Order, after deducting any processing charges for the same.
(6) Parent and Service Providers, in their sole discretion, without notice, expressly reserve the right to modify, upgrade, freeze the OrderBox, and its associated Services.
(7) Notwithstanding anything to the contrary, Parent and Service Providers, in their sole discretion, expressly reserve the right to without notice or refund, access, delete, suspend, deny, cancel, modify, intercept and analyze traffic of, copy, backup, access data of, redirect, log usage of, monitor, limit access to, limit access of, take ownership of or transfer any Order, or to delete, suspend, freeze, modify OrderBox Users' access to OrderBox, or to modify, upgrade, suspend, freeze OrderBox, or to publish, transmit, share data in the OrderBox Database with any person or entity, or to contact any entity in the OrderBox Database, in order to recover any Payment from the Customer for any service rendered by the Parent including services rendered outside the scope of this agreement for which the Customer has been notified and requested to remit payment, or to correct mistakes made by Parent or its Service Providers in processing or executing an Order, or incase of any breach or violation or threatened breach or violation of this Agreement, or incase Parent learns of a possibility of breach or violation of this Agreement which Parent in its sole discretion determines to be appropriate, or incase of Termination of this Agreement, or if Parent learns of any such event which Parent reasonably determines would lead to Termination of this Agreement or would constitute as Breach thereof, or to protect the integrity and stability of the Parent Products and the OrderBox, or to comply with any applicable laws, government rules or requirements, requests of law enforcement, or in compliance with any dispute resolution process, or in compliance with any agreements executed by Parent, or to avoid any liability, civil or criminal, on the part of Parent and/or Service Providers, as well as their affiliates, subsidiaries, officers, directors and employees, or if the Customer and/or its Agents or any other authorised representatives of the Customer violate any applicable laws/government rules/usage policies, including but not limited to, intellectual property, copyright, patent, or Parent learns of the possibility of any such violation, or authorisation from the Customer in any manner that Parent deems satisfactory, or for any appropriate reason. The Customer agrees that Parent and Service Providers, and the contractors, employees, directors, officers, representatives, agents and affiliates, of Parent and Service Providers, are not liable for loss or damages that may result from any of the above.
(8) Incase of Orders involving web services, Parent and Service Providers can choose to redirect any Order to any IP Address including, without limitation, to an IP address which hosts a parking page or a commercial search engine for the purpose of monetization, if an Order has expired, or is suspended, or does not contain valid information to direct it to any destination. Customer acknowledges that Parent and Service Providers cannot and do not check to see whether such a redirection, infringes any legal rights including but not limited to intellectual property rights, privacy rights, trademark rights, of Customer, or that the content displayed due to such redirection is inappropriate, or in violation of any federal, state or local rule, regulation or law, or injurious to Customer or any third party, or their reputation and as such is not responsible for any damages caused directly or indirectly as a result of such redirection.
(9) Parent has the right to rectify any mistakes in the data in the OrderBox Database with retrospective effect.
(10) Parent and Service Providers reserve the right to prohibit the use of any of their services in connection with any Country-Code Top Level Domain Name ("ccTLD") of any Sanctioned Country.
(11) Parent and Service Providers, in their sole discretion, expressly reserve the right to terminate access to the Customer Control Panel and/or suspend an Order without prior notice, and/or delete an Order without issuing a refund, if the associated Customer/Domain Contact is located in a Sanctioned Country or his/her details, existing or modified, match with an SDN entry. The Customer agrees that Parent and Service Providers, and the contractors, employees, directors, officers, representatives, agents and affiliates, of Parent and Service Providers, are not liable for loss or damages that may result from any of the above.
7. TERM OF AGREEMENT AND RENEWAL
The term of this Agreement shall be 1 (ONE) YEAR from the Effective Date and will automatically renew for successive 1 (ONE) YEAR Renewal Term (hereinafter referred to each a "Renewal Term" and cumulatively the "Term"). The Term shall continue until the earlier to occur of the following:
(1) the Agreement is terminated as provided for in Section 8 (TERMINATION OF AGREEMENT); and
(2) The Customer elects not to renew at the end of the Initial Term or any Renewal Term.
8. TERMINATION OF AGREEMENT
(1) Either Party may terminate this Agreement and/or any Customer Product Agreement Extension at any time by
(1) giving a 30 (Thirty) days notice of termination delivered as per Section 26 (NOTICE).
(2) With immediate effect, if the other Party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a Party seeking relief, reorganization or arrangement or compromise or settlement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of a Party's property or assets or the liquidation, dissolution or winding up of a Party's Business.
(2) Parent may Terminate this Agreement and/or any Customer Product Agreement Extension by notifying the Customer in writing, as of the date specified in such notice of termination under the following circumstances
(1) In the event that the Customer or an Agent / Employee / Authorized Representative of the Customer materially breaches any term of this Agreement and/or any Customer Product Agreement Extension, including any of its representations, warranties, covenants and agreements hereunder
(2) There was a material misrepresentation and/or material inaccuracy, and/or materially misleading statement in Customer's Application to Parent and/or any material accompanying the application.
(3) With immediate effect if :-
(1) the Customer is convicted of a felony or other serious offense related to financial activities, or is judged by a court to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that Parent reasonably deems as the substantive equivalent of any of these; or
(2) the Customer is disciplined by the government of its domicile for conduct involving dishonesty or misuse of funds of others.
(3) as provided for in Appendix 'A' and Appendix 'C'
(4) if Any officer or director of the Customer is convicted of a felony or of a misdemeanor related to financial activities, or is judged by a court to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that Parent deems as the substantive equivalent of any of these;
(3) Customer may Terminate this Agreement and/or any Customer Product Agreement Extension by notifying Parent in writing, as of the date of receipt of such notice, in the event that the Customer does not agree with any revision to the Agreement or any Customer Product Agreement Extension made as per Section 14 (RIGHT TO SUBSTITUTE UPDATED AGREEMENT AND Customer Product Agreement EXTENSIONS) within 30 days of such revision.
(4) Any Product Agreement Extension shall terminate with immediate effect in the event that
(1) Parent ceases to sell the particular Parent Product covered under that Product Agreement Extension
(2) Parents contract with Service Provider for the particular Parent Product terminates or expires without renewal
(5) Effect of Termination of this Agreement
(1) Parent shall suspend all OrderBox Users' access to the OrderBox, Parent Servers and all Parent Products and Services, under this agreement and all Customer Product Agreement Extensions, immediately upon receiving Termination notice from the Customer or upon learning of any event, which Parent reasonably determines, would lead to Termination of the Agreement.
(2) Upon expiration or termination of this Agreement, all Customer Product Agreement Extensions signed by the Customer shall deemed to have been Terminated with immediate effect
(3) Upon expiration or termination of this Agreement, Parent may complete the processing of all Orders requested to be processed, in the order that they were requested to be processed, by the Customer prior to the date of such expiration or termination, provided that the Customer's Advance Account with Parent has Clear Balance sufficient to carry out these Orders. If Parent is unable to fulfill these Orders then the charges levied to the Customer for these Orders will be reversed
(6) Effect of Termination of any Customer Product Agreement Extension
(1) Parent may suspend OrderBox Users' access to applicable Parent Products and Services , and the OrderBox immediately upon receiving Termination notice from the Customer or upon learning of any event, which Parent reasonably determines, would lead to Termination of any Customer Product Agreement Extension
(2) Upon expiration or termination of any Customer Product Agreement Extension, Parent may complete the processing of all Orders, of that Parent Product, in the order that they were requested to be processed, by the Reseller prior to the date of such expiration or termination, provided that Parent is in a position to fulfill these Orders, and the Customer's Advance Account with Parent has Clear Balance sufficient to carry out these Orders. If Parent is unable to fulfill these Orders then the charges levied to the Customer for these Orders will be reversed
(3) Parent may transfer all Orders falling under the purview of the specific Customer Product Agreement Extension to another Customer or Parent.
(7) Any pending balance due from the Customer at the time of termination of this Agreement or any Customer Product Agreement Extension will be immediately payable.
(8) Neither Party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement or any Customer Product Agreement Extension in accordance with its terms, unless specified otherwise.The Customer however shall be liable for any damage arising from any breach by it of this Agreement or any Customer Product Agreement Extension.
9. FEES / RENEWAL
(1) Customer shall pay all applicable fees/advances as per the Payment Terms and Conditions set out in Appendix 'C'
(2) Parent will charge a non-refundable fee for an Order unless stated otherwise in any Product Agreement Extension. The applicable fees will be displayed in the Customer Control Panel or on the Parent Website and during the Ordering Process. Parent has the right to revise this pricing at anytime. Any such revision or change will be binding and effective immediately on posting of the revision in the Customer Control Panel or on the Parent Website or on notification to the Customer via email to the Customer.
(3) Customer acknowledges that it is the Customer's responsibility to keep records and maintain reminders regarding the expiry of any Order. As a convenience to the Customer, and not as a binding commitment, we may notify the Customer of any expiring Orders, via an email message sent to the contact information associated with the Customer in the OrderBox database. Should renewal fees go unpaid for an Order, the Order will expire.
(4) Customer acknowledges that after expiration of the term of an Order, Customer has no rights on such Order, or any information associated with such Order, and that ownership of such Order now passes on to Parent. Parent and Service Providers may make any modifications to said Order or any information associated with said Order. Parent and Service Providers may intercept any network/communication requests to such Order and process them in any manner in their sole discretion. Parent and Service Providers may choose to monetize such requests in any fashion at their sole discretion. Parent and Service Providers may choose to display any appropriate message, and/or send any response to any user making a network/communication request, for or concerning said Order. Parent and Service Providers may choose to delete said Order at anytime after expiry upon their sole discretion. Parent and Service Providers may choose to transfer the ownership of the Order to any third party in their sole discretion. Customer acknowledges that Parent and Service Providers shall not liable to Customer or any third party for any action performed under this clause.
(5) Parent at its sole discretion may allow the renewal of the Order after Order expiry, and such renewal term will start as on the date of expiry of the Order, unless otherwise specified. Such process may be charged separately. Such renewal after the expiry of the Order may not result in exact reinstatement of the Order in the same form as it was prior to expiry.
(6) Parent makes no guarantees about the number of days, after deletion of an Order, after which the same Order will once again become available for purchase.
10. LIMITATION OF LIABILITY
IN NO EVENT WILL PARENT OR SERVICE PROVIDERS OR CONTRACTORS OR THIRD PARTY BENEFICIARIES BE LIABLE TO THE CUSTOMER FOR ANY LOSS OF REGISTRATION AND USE OF DOMAIN NAME, OR FOR INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, INDIRECT, ANCILLARY, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF PARENT AND/OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
PARENT FURTHER DISCLAIMS ANY AND ALL LOSS OR LIABILITY RESULTING FROM, BUT NOT LIMITED TO:
(1) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF AUTHENTICATION INFORMATION;
(2) LOSS OR LIABILITY RESULTING FROM FORCE MAJEURE EVENTS;
(3) LOSS OR LIABILITY RESULTING FROM ACCESS DELAYS OR ACCESS INTERRUPTIONS;
(4) LOSS OR LIABILITY RESULTING FROM NON-DELIVERY OF DATA OR DATA MISS-DELIVERY;
(5) LOSS OR LIABILITY RESULTING FROM ERRORS, OMISSIONS, OR MISSTATEMENTS IN ANY AND ALL INFORMATION OR PARENT PRODUCT(S) PROVIDED UNDER THIS AGREEMENT;
(6) LOSS OR LIABILITY RESULTING FROM THE INTERRUPTION OF SERVICE.
If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against Parent by the Customer, then in no event will the liability of Parent exceed actual amount paid to Parent by the Customer for the Order in question minus direct expenses incurred with respect to that Order.
BOTH PARTIES ACKNOWLEDGE THAT THE CONSIDERATION AGREED UPON BY THE PARTIES IS BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL THE LIABILITY OF THE PARENT RELATING TO THIS AGREEMENT EXCEED TOTAL AMOUNT PAID TO PARENT BY THE CUSTOMER DURING THE MOST RECENT THREE (3) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY.
(1) The Customer, at their own expense, will indemnify, defend and hold harmless, Parent, Service Providers, and the contactors, employees, directors, officers, representatives, agents and affiliates, of Parent, and Service Providers, against any claim, suit, action, or other proceeding brought against Parent or Service Providers based on or arising from any claim or alleged claim, of third parties relating to or arising under this Agreement, Parent Products provided hereunder or use of the Parent Products, including without limitation:-
(1) infringement by either the Customer, or someone else using a Parent Product with the Customer's computer, of any intellectual property or other proprietary right of any person or entity
(2) arising out of any breach by the Customer of this Agreement.
(3) relating to or arising out of any Order or use of any Order
(4) relating to any action of Parent as permitted by this Agreement
(5) relating to any action of Parent carried out on behalf of Customer as described in this Agreement
(2) Parent will not enter into any settlement or compromise of any such indemnifiable claim without Customer's prior written consent, which shall not be unreasonably withheld.
(3) The Customer will pay any and all costs, damages, and expenses, including, but not limited to, actual attorneys' fees and costs awarded against or otherwise incurred by Parent in connection with or arising from any such indemnifiable claim, suit, action or proceeding.
12. INTELLECTUAL PROPERTY
Subject to the provisions of this Agreement, each Party will continue to independently own his/her/its intellectual property, including all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any improvements to existing intellectual property will continue to be owned by the Party already holding such intellectual property.
Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by Parent to the Customer, or by any disclosure of any Confidential Information to the Customer under this Agreement.
Customer shall further ensure that the Customer does not infringe any intellectual property rights or other rights of any person or entity, or does not publish any content that is libelous or illegal while using services under this Agreement. Customer acknowledges that Parent cannot and does not check to see whether any services or the use of the services by the Reseller under this Agreement, infringes legal rights of others.
13. OWNERSHIP AND USE OF DATA
(1) Customer agrees and acknowledges that Parent owns all data, compilation, collective and similar rights, title and interests worldwide in the OrderBox Database, and all information and derivative works generated from the OrderBox Database.
(2) Parent and Service Providers and their designees/agents have the right to backup, copy, publish, disclose, use, sell, modify, process this data in any form and manner as maybe required for compliance of any agreements executed by Parent or Service Providers, or in order to fulfill services under this Agreement, or for any other appropriate reason.
14. DELAYS OR OMISSIONS; WAIVERS
No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.
No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless otherwise expressly provided in writing duly executed and delivered.
15. RIGHT TO SUBSTITUTE UPDATED AGREEMENT
(1) During the period of this Agreement, the Customer agrees that Parent may:-
(1) revise the terms and conditions of this Agreement; and
(2) change the services provided under this Agreement
(2) Any such revision or change will be binding and effective immediately on posting of the revision in the Customer Control Panel or on the Parent Website
(3) The Customer agrees to review the Customer Control Panel and Parent Website including the agreements, periodically, to be aware of any such revisions
(4) If the Customer does not agree with any revision, the Customer may terminate this Agreement according to Section 8(3) of this Agreement
(5) The Customer agrees that, continuing use of the services under this Agreement following notice of any revision, will constitute as an acceptance of any such revisions or changes
(6) The Customer shall execute, in a form and manner prescribed by Parent, a supplementary agreement incorporating the amendments to or revisions of the Agreement and/or Customer Product Agreement Extension
(7) The length of the term of the substituted agreement will be calculated as if it is commenced on the date the original Agreement began and the original Agreement will be deemed terminated.
(8) It will be the Customer's responsibility to communicate any changes in the agreement and any obligations/duties covered by these changes to the Customer's Agents / Employees / Authorised Representatives.
All Confidential Information shall be governed by the Confidentiality Agreement as attached in Appendix 'B'.
The Customer shall not create, publish, distribute, or permit any written / Oral / electronic material that makes reference to us or our Service Providers or uses any of Parent's registered Trademarks / Service Marks or our Service Providers' registered Trademarks / Service Marks without first submitting such material to us and our Service Providers and receiving prior written consent.
The Customer gives Parent the right to recommend / suggest the Customer's name and details to Customers / Visitors to the Parent Website, and Prospective Customers and use the Customer's name in marketing / promotional material with regards to Parent Products.
The Customer shall be responsible for sales tax, consumption tax, transfer duty, custom duty, octroi duty, excise duty, income tax, and all other taxes and duties, whether international, national, state or local, however designated, which are levied or imposed or may be levied or imposed, with respect to this Agreement and the Parent Products.
19. FORCE MAJEURE
Neither party shall be liable to the other for any loss or damage resulting from any cause beyond its reasonable control (a "Force Majeure Event") including, but not limited to, insurrection or civil disorder, riot, war or military operations, national or local emergency, acts or directives or omissions of government or other competent authority, compliance with any statutory obligation or executive order, strike, lock-out, work stoppage, industrial disputes of any kind (whether or not involving either party's employees), any Act of God, fire, lightning, explosion, flood, earthquake, eruption of volcano, storm, subsidence, weather of exceptional severity, equipment or facilities breakages / shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party's reasonable control, and acts or omissions of persons for whom neither party is responsible. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either party's performance of this Agreement, such party shall be excused from performance of its obligations (other than payment obligations) during the first three months of such interference, provided that such party uses best efforts to avoid or remove such causes of non performance as soon as possible.
20. ASSIGNMENT / SUBLICENSE
Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and assigns of the Parties. The Customer shall not assign, sublicense or transfer its rights or obligations under this Agreement to any third person(s)/party without the prior written consent of the Parent.
21. CUSTOMER - CUSTOMER TRANSFER
(1) Parent may transfer the Order of the Customer to another Person, Organisation or any other Legal entity under the following circumstances:-
(1) Authorization from the Customer and/or their Agent or Authorized Representative in a manner prescribed by Parent from time to time;
(2) On receiving orders from a competent Court, Law Enforcement Agency, or recognized Regulatory body;
(3) Breach of Contract;
(4) Termination of this Agreement;
(5) Parent learns of any such event, which Parent reasonably determines would lead to Termination of this Agreement, or would constitute as Breach thereof.
(2) In the above circumstances the Customer shall extend full cooperation to Parent in transferring the Order of the Customer.
THE ORDERBOX, PARENT SERVERS AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IS PROVIDED ON "AS IS" AND "WHERE IS" BASIS AND WITHOUT ANY WARRANTY OF ANY KIND.
PARENT AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES AND / OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS AND QUALITY/AVAILABILITY OF TECHNICAL SUPPORT.
PARENT AND SERVICE PROVIDERS ASSUME NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH YOUR ACCESS TO, USE OF, ORDERBOX OR BY ACCESSING PARENT SERVERS. WITHOUT LIMITING THE FOREGOING, PARENT AND SERVICE PROVIDERS DO NOT REPRESENT, WARRANT OR GUARANTEE THAT (A) ANY INFORMATION/DATA/DOWNLOAD AVAILABLE ON OR THROUGH ORDERBOX OR PARENT SERVERS WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING DESTRUCTIVE PROPERTIES; OR (B) THE INFORMATION AVAILABLE ON OR THROUGH THE ORDERBOX/PARENT SERVERS WILL NOT CONTAIN ADULT-ORIENTED MATERIAL OR MATERIAL WHICH SOME INDIVIDUALS MAY DEEM OBJECTIONABLE; OR (C) THE FUNCTIONS OR SERVICES PERFORMED BY PARENT AND SERVICE PROVIDERS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE ORDERBOX WILL BE CORRECTED; OR (D) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR (E) THE SERVICES PROVIDED UNDER THIS AGREEMENT OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA. OR (F) YOU WILL RECEIVE NOTIFICATIONS, REMINDERS OR ALERTS FOR ANY EVENTS FROM THE SYSTEM INCLUDING BUT NOT LIMITED TO ANY MODIFICATION TO YOUR ORDER, ANY TRANSACTION IN YOUR ACCOUNT, ANY EXPIRY OF AN ORDER
PARENT AND SERVICE PROVIDERS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SUITABILITY OF THE INFORMATION AVAILABLE OR WITH RESPECT TO ITS LEGITIMACY, LEGALITY, VALIDITY, QUALITY, STABILITY, COMPLETENESS, ACCURACY OR RELIABILITY. PARENT AND SERVICE PROVIDERS DO NOT ENDORSE, VERIFY OR OTHERWISE CERTIFY THE CONTENT OF ANY SUCH INFORMATION. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS, AS TO IMPLIED WARRANTIES, MAY NOT APPLY TO YOU.
FURTHERMORE, PARENT NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE ORDERBOX, ORDERBOX SERVERS, PARENT WEBSITE AND ANY OTHER SOFTWARE / API / SPECIFICATION / DOCUMENTATION / APPLICATION SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
23. JURISDICTION & ATTORNEY'S FEES
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Country, State and City where Parent is incorporated, applicable therein without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in a court in the city, state, country where Parent is incorporated. Parent reserves the right to enforce the law in the Country/State/District where the Registered/Corporate/Branch Office, or Place of Management of the Customer is situated as per the laws of that Country/State/District.
If any legal action or other legal proceeding relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against either Party hereto, the prevailing Party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled.
(1) Any reference in this Agreement to gender shall include all genders, and words importing the singular number only shall include the plural and vice versa.
(2) There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.
(3) The Parties shall attempt to resolve any disputes between them prior to resorting to litigation through mutual understanding or a mutually acceptable Arbitrator.
(4) This Agreement shall inure to the benefit of and be binding upon Parent and the Customer as well as all respective successors and permitted assigns.
(5) Survival: In the event of termination of this Agreement for any reason, Sections 1, 4, 6, 8(5), 8(6), 8(7), 8(8), 9, 10, 11, 12, 13, 14, 16, 17, 18, 21, 22, 23, 24(3), 24(5), 24(7), 24(11), 25(2) and all Sections of Appendix A, and all Sections of Appendix B, and all Sections of Appendix C and any Sections covered separately under a Survival clause in any Customer Product Agreement Extension shall survive..
(6) This Agreement does not provide and shall not be construed to provide third parties (i.e. non-parties to this Agreement), with any remedy, claim, and cause of action or privilege against Parent.
(7) The Customer, Parent, and its Service Providers are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, and sales representative or employment relationship between the parties.
(8) Further Assurances: Each Party hereto shall execute and/or cause to be delivered to the other Party hereto such instruments and other documents, and shall take such other actions, as such other Party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated / carried out, by / as a result of, this Agreement.
(9) Construction: The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement.
(10) Entire Agreement; Severability: This Agreement, which includes Appendix A, Appendix B, Appendix C and each executed Customer Product Agreement Extension constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.
(11) The division of this Agreement into Sections, Subsections, Appendices, Extensions and other Subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be used in the construction or interpretation of this Agreement.
(12) This agreement may be executed in counterparts.
(13) Language. All notices, designations, and specifications made under this Agreement shall be made in the English Language only.
(14) Dates and Times. All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in the city of the Registered office of the Parent
In the event that Parent suspects breach of any of the terms and conditions of this Agreement:
(1) Parent can immediately, without any notification and without assigning any reasons, suspend / terminate the OrderBox Users' access to all Parent Products and Services and the OrderBox.
(2) The Customer will be immediately liable for any damages caused by any breach of any of the terms and conditions of this Agreement.
(1) Any notice or other communication required or permitted to be delivered to Parent under this Agreement shall be in writing unless otherwise specified and shall be deemed properly delivered, when sent to Parent's contact address specified in the Customer Control Panel or on the Parent Website by registered mail or courier. Any communication shall be deemed to have been validly and effectively given, on the date of receiving such communication, if such date is a Business Day and such delivery was made prior to 17:30 hours local time, and otherwise on the next Business Day.
(2) Any notice or other communication to be delivered to Parent via email under this agreement shall be deemed to have been properly delivered if sent to its Legal Contact mentioned in the Customer Control Panel or on the Parent Website.
(3) Any notice or other communication required or permitted to be delivered to the Customer under this Agreement shall be deemed properly delivered, given and received when delivered to email address or contact address of the Customer in the OrderBox Database.
(4) Other than those notices mentioned in this agreement, Parent is NOT required to communicate with the Customer in any respect about services provided under this agreement. As a convenience to the Customer, Parent may proactively send notices about aspects with regards to services rendered under this Agreement, however these notices may be discontinued by Parent at anytime.
ACCEPTABLE USAGE POLICIES
This Appendix A covers the terms of access to the OrderBox. Any violation of these terms will constitute a breach of agreement, and grounds for immediate termination of this Agreement.
1. ACCESS TO OrderBox
(1) Parent may in its ABSOLUTE and UNFETTERED SOLE DISCRETION, temporarily suspend OrderBox Users' access to the OrderBox in the event of significant degradation of the OrderBox, or at any time Parent may deem necessary.
(2) Parent may in its ABSOLUTE and UNFETTERED SOLE DISCRETION make modifications to the OrderBox from time to time.
(3) Access to the OrderBox is controlled by authentication information provided by Parent. Parent is not responsible for any action in the OrderBox that takes place using this authentication information whether authorized or not.
(4) Parent is not responsible for any action in the OrderBox by a OrderBox User
(5) OrderBox User will not attempt to hack, crack, gain unauthorized access, misuse or engage in any practice that may hamper operations of the OrderBox including, without Limitation temporary / permanent slow down of the OrderBox, damage to data, software, operating system, applications, hardware components, network connectivity or any other hardware / software that constitute the OrderBox and architecture needed to continue operation thereof.
(6) OrderBox User will not send or cause the sending of repeated unreasonable network requests to the OrderBox or establish repeated unreasonable connections to the OrderBox. Parent will in its ABSOLUTE and UNFETTERED SOLE DISCRETION decide what constitutes as a reasonable number of requests or connections.
(7) OrderBox User will take reasonable measures and precautions to ensure secrecy of authentication information.
(8) OrderBox User will take reasonable precautions to protect OrderBox Data from misuse, unauthorized access or disclosure, alteration, or destruction.
(9) Parent shall not be responsible for damage caused due to the compromise of your Authentication information in any manner OR any authorized/unauthorized use of the Authentication Information.
(10) Parent shall not be liable for any damages due to downtime or interruption of OrderBox for any duration and any cause whatsoever.
(11) Parent shall have the right to temporarily or permanently suspend access of a OrderBox User to the OrderBox if Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION suspects misuse of the access to the OrderBox, or learns of any possible misuse that has occurred, or will occur with respect to a OrderBox User.
(12) Parent and Service Providers reserve the right to, in their sole discretion, reject any request, network connection, e-mail, or message, to, or passing through, OrderBox
2. Terms of USAGE OF OrderBox
(1) Customer, or its contractors, employees, directors, officers, representatives, agents and affiliates and OrderBox Users, either directly or indirectly, shall not use or permit use of the OrderBox or an Order, directly or indirectly, in violation of any federal, state or local rule, regulation or law, or for any unlawful purpose, or in a manner injurious to Parent, Service Providers or their Resellers, Customers and OrderBox Users, or their reputation, including but not limited to the following activities -
(1) Usenet spam (off-topic, bulk posting/cross-posting, advertising in non-commercial newsgroups, etc.)
(2) Posting a single article or substantially similar articles to an excessive number of newsgroups (i.e., more than 2-3) or posting of articles which are off-topic (i.e., off-topic according to the newsgroup charter or the article provokes complaints from the readers of the newsgroup for being off-topic)
(3) Sending unsolicited mass e-mails (i.e., to more than 10 individuals, generally referred to as spamming) which provokes complaints from any of the recipients; or engaging in spamming from any provider
(4) Offering for sale or otherwise enabling access to software products that facilitate the sending of unsolicited e-mail or facilitate the assembling of multiple e-mail addresses ("spamware")
(5) Advertising, transmitting, linking to, or otherwise making available any software, program, product, or service that is designed to violate these terms, including but not limited to the facilitation of the means to spam, initiation of pinging, flooding, mailbombing, denial of service attacks, and piracy of software
(6) Harassment of other individuals utilizing the Internet after being asked to stop by those individuals, a court, a law-enforcement agency and/or Parent
(7) Impersonating another user or entity or an existing company/user/service or otherwise falsifying one's identity for fraudulent purposes in e-mail, Usenet postings, on IRC, or with any other Internet service, or for the purpose of directing traffic of said user or entity elsewhere
(8) Pointing to or otherwise directing traffic to, directly or indirectly, any material that, in the sole opinion of Parent, is associated with spamming, bulk e-mail, e-mail harvesting, warez (or links to such material), is in violation of copyright law, or contains material judged, in the sole opinion of Parent, to be threatening or obscene or inappropriate
(9) Engaging in or solicit illegal activities, or to conduct any other activity that infringes the rights of Parent, Service Providers or any other third party
(10) Making foul or profane expressions, or impersonating another person with fraudulent or malicious intent, or to annoy, abuse, threaten, or harass that person
(11) Transmitting Unsolicited Commercial e-mail (UCE)
(12) Transmitting bulk e-mail
(13) Being listed, or, in our sole opinion is about to be listed, in any Spam Blacklist or DNS Blacklist
(14) Posting bulk Usenet/newsgroup articles
(15) Denial of Service attacks of any kind
(16) Excessive use of any web service obtained under this agreement beyond reasonable limits as determined by the Parent in its sole discretion
(17) Copyright or trademark infringement
(18) Unlawful or illegal activities of any kind
(19) Promoting net abuse in any manner (providing software, tools or information which enables, facilitates or otherwise supports net abuse)
(20) Causing lossage or creating service degradation for other users whether intentional or inadvertent.
(21) Distributing chain letters
(22) Sending large or multiple files or messages to a single recipient with malicious intent
(23) Cross-posting articles to an excessive number of, or inappropriate, newsgroups, forums, mailing lists or websites
(24) Phishing (identity theft), pharming, distribution of virus or malware, child pornography, Fast Flux techniques, running Botnet command and control, network attacks, money laundering schemes (Ponzi, Pyramid, Money Mule, etc.), illegal pharmaceutical distribution
(25) Referencing an OrderBox provided service or an Order within a spam email
(26) Hosting, transmitting, providing, publishing, or storing illegal content, including but not limited to the following material, information, messages, data or images:
(1) libelous or defamatory content
(2) content that violates any privacy right
(3) content which threatens physical harm or property damage
(4) content which is obscene, pornographic, salacious, explicitly erotic or offensive
(5) content that violates applicable intellectual property laws or regulations, including but not limited to, the transmission of copyrighted material or trade secrets and the infringement of patents and trademarks
(6) content which violates any export, re-export or import laws and regulations of any jurisdiction
(7) hacker programs or archives, "warez", passwords or "cracks"
(8) internet relay chat servers ("IRCs") IRC bots
(9) any content which Parent in its sole discretion determines as illegal, unlawful, or otherwise inappropriate
(2) Parent in its sole discretion will determine what constitutes as violation of appropriate usage including but not limited to all of the above.
(3) Data in the OrderBox Database cannot be used for any purpose other than those listed below, except if explicit written permission has been obtained from Parent:-
1. To perform services contemplated under this agreement; and
2. To communicate with Parent on any matter pertaining to Parent or its services
(3) Data in the OrderBox Database cannot specifically be used for any purpose listed below :-
1. Mass Mailing or SPAM; and
2. Selling the data
Customer's use and disclosure of Confidential Information is subject to the following terms and conditions:-
(1) With respect to the Confidential Information, the Customer agree that:
(1) The Customer shall treat as strictly confidential, and use all reasonable efforts, including implementing reasonable physical security measures and operating procedures, to preserve the secrecy and confidentiality of, all Confidential Information received from Parent.
(2) The Customer shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if the Customer are a corporation, partnership, or similar entity, disclosure is permitted to the their officers and employees who have a demonstrable need to know such Confidential Information, provided that the Customer shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof; and
(3) The Customer shall not modify or remove any confidentiality legends and/or copyright notices appearing on any Confidential Information of Parent.
(2) The obligations set forth in this Appendix shall be continuing, provided, however, that this Appendix imposes no obligation upon the Customer with respect to information that:
(1) is disclosed with Parent's prior written approval; or
(2) is or has entered the public domain in its integrated and aggregated form through no fault of the receiving party; or
(3) is known by the Customer prior to the time of disclosure in its integrated and aggregated form; or
(4) is independently developed by the Customer without use of the Confidential Information; or
(5) is made generally available by Parent without restriction on disclosure.
(3) In the event the Customer is required by law, regulation or court order to disclose any of Parent's Confidential Information, the Customer will promptly notify Parent in writing prior to making any such disclosure in order to facilitate Parent seeking a protective order or other appropriate remedy from the proper authority, at the Customer' expense. The Customer agree to cooperate with Parent in seeking such order or other remedy. The Customer further agree that if Parent is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information, which is legally required.
(4) In the event of any termination of this Agreement, all Confidential Information, including all copies, partial copies of Confidential Information, copied portions contained in derivative works, in the Customer' possession shall be immediately returned to Parent or destroyed. Within 30 (Thirty) days of termination of this Agreement, the Customer will certify in writing, to Parent the Customer' compliance with this provision.
(5) The Customer shall provide full voluntary disclosure to Parent of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and the obligations of this Appendix shall survive such termination and remain in full force and effect.
(6) The Customer duties under this Appendix shall expire five (5) years after the information is received or earlier, upon written agreement of the parties.
(7) The Customer agrees that Parent shall be entitled to seek all available legal and equitable remedies for the breach by either of the Customer of all of these clauses in this Appendix at the cost of the Customer.
PAYMENT TERMS AND CONDITIONS
1. ADVANCE ACCOUNT
(1) Prior to purchasing any Parent Products, the Customer shall maintain an Advance Account with Parent.
(2) As and when, the Customer purchases Parent Products, the Customer's Advance Account balance shall be reduced as per the then current pricing of that Parent Product as mentioned in the Customer Control Panel or on the Parent Website or during the ordering process.
(3) Parent shall maintain a record of Customer's Advance Account balance, which shall be accessible by the Customer. If the Customer's Advance Account balance is insufficient for processing any Order then that Order may not be processed.
(4) The Advance Account will maintain the Customer Credit in both the Accounting Currency and Selling Currency of the Parent's choice. Parent has the right to modify the currency at anytime.
(5) Any negative balance in the Customer's Advance Account will be immediately payable. If a Customer does not remedy a negative balance in their account within 24 hours, Parent has the right to terminate this agreement with immediate effect and without any notice. Upon such termination or otherwise Parent shall continue to have the right to initiate any legal proceedings against the Customer to recover any negative balance in the Customer's Advance Account.
(6) Parent shall have the right to set-off any payment received from the Customer, or Sub-Customer, or Lower Tier Sub-Customer, or Customer against any negative balance in the Customer's Advance Account.
(7) Any discrepancy, mistake, error in the credit / debit / amount in the Customer Transactions / Advance Account maybe corrected by Parent at anytime
2. PAYMENT TERMS
(1) Parent will accept payments from the Customer only by means specified in the Customer Control Panel
(2) Parent will credit all payments received to the Customers Advance Account after deducting all bank charges, processing charges and any other charges which Parent may choose to levy upon its sole discretion, within reasonable time of receiving the credit in Parent's Account. The exchange rate will be determined by Parent through a reasonable source. The exchange rate determined by Parent shall be undisputable.
(3) It is the Customer's responsibility to provide the Customer Username to Parent to be credited for the payment. The absence of the Customer Username along with reasonable information will delay the corresponding credit to the Advance Account.
(4) In the event that the Customer charges back a payment made via Credit Card or the payment instrument sent by the Customer bounces due to Lack of Funds or any other Reason, then
(1) Parent may immediately suspend OrderBox Users' access to the OrderBox
(2) Parent has the right to terminate this agreement with immediate effect and without any notice.
(3) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may delete, suspend, deny, cancel, modify, take ownership of or transfer any or all of the Orders placed by the Customer, as well as stop / suspend / delete / transfer any Orders currently being processed.
(4) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may Transfer all Orders placed by the Customer to any other Customer, or under Parent's account.
(5) Parent in its ABSOLUTE and UNFETTERED SOLE DISCRETION may levy reasonable additional charges for the processing of the Charge-back / Payment Reversal in addition to actual costs of the same.
(6) Any negative balance in the Customers Advance Account shall become immediately payable
(7) Parent shall have the right to initiate any legal proceedings against the Customer to recover any such liabilities.
3. PRICING TERMS
(1) All pricing in this Agreement as well as every Customer Product Agreement Extension refers to the price at which the Customer may Purchase the corresponding Parent Product. This is excluding taxes, surcharges or any other costs.
(2) Parent may at any time change the price of any Parent Product with reasonable notification to the Customer.
4. REFUNDS AND REIMBURSEMENT TERMS
(1) All Clear Balance pending in the Advance Account maybe reimbursed fully to the Customer, on request of the Customer. Such Request must be sent to Parent in the manner prescribed by Parent.
(2) All bank charges applicable and a reasonable processing fee will be deducted from this amount. All Refunds and Reimbursements will take up to 14 Business Days from the date of receipt of the request, to process.
(3) Parent will not be responsible for any differences in the reimbursement amount due to Fluctuation in International Currency rates. Parent will determine in its sole discretion appropriate conversion rates for currency exchange
(4) Parent will not refund any amount that has already been debited to the Customers Advance Account under any circumstances.
Customer domain registration product agreement extension
iwebsitez.com® (hereinafter referred to as "Parent") AND you (hereinafter referred to as "Customer")
Have entered into a Customer Master Agreement ("Agreement") effective from
December 27, 2017
of which this "Domain Registration Product Agreement Extension" is a part.
WHEREAS, Parent is authorized to provide Internet registration and management services for domain names, for the list of TLDs mentioned within APPENDIX 'B';
WHEREAS, the Customer wishes to purchase Registration and/or Management and/or Renewal and/or Transfer for the list of TLDs mentioned within APPENDIX 'B' through Parent;
NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Parent and the Customer, intending to be legally bound, hereby agree as follows:
(1) "TLD" refers to .COM, .NET, .ORG, .BIZ, .INFO, .NAME, .US, .IN, .EU, .UK, .TRAVEL, .WS, .COOP, CentralNIC, .MOBI, .ASIA, .ME, .TEL, .MN, .BZ, .CC, .TV, .CN, .NZ, .CO, .CA, .DE, .ES, .AU, .XXX , .RU, .PRO, .SX, .PW, .IN.NET, .CO.DE, .LA, Donuts, .CLUB, .UNO, .MENU and .BUZZ
(2) "gTLD" refers to .COM, .NET, .ORG, .BIZ, .INFO, .NAME, .TRAVEL, .COOP, .MOBI, .ASIA, .TEL, .XXX, .PRO, Donuts, .CLUB, .UNO, .MENU and .BUZZ
(3) "Domain Order" refers to an Order fulfilled by the Customer through the Parent under this Domain Registration Product Agreement Extension.
(4) "Registrant" refers to the registrant/owner of a Domain Order as in the OrderBox Database.
(5) "Registrar" refers to the Registrar of a Domain Order as in the OrderBox Database and/or shown in the Whois Record.
(6) Registry Operator refers to the Organisation/Entity that maintains the registry of a TLD of a Domain Order.
(7) "Whois Record" refers to the collection of all data elements of the Domain Order, specifically its Registrant Contact Information, Administrative Contact Information, Technical Contact Information, Billing Contact Information, Nameservers if any, its Creation and Expiry dates, its Registrar and its current Status in the Registry.
2. OBLIGATIONS OF THE CUSTOMER
(1) The Customer must ensure that the Registrant of each Domain Order must agree to be bound by the terms and conditions laid out by the Registrar of the Domain Name during the term of the Domain Order. The Customer must familiarize himself with such terms. The Customer acknowledges that the Registrar has various rights and powers as mentioned in the Registrar's terms and conditions. Parent is not liable for any action taken by Registrar pursuant to the Registrar's terms and conditions. The Customer acknowledges and agrees that the Customer shall indemnify Parent of, and shall be responsible for any liability resulting from Registrants' noncompliance with such terms and conditions.
(2) The Customer will not make any changes to any information associated with the Domain Order without explicit authorization from the Registrant of that Domain Order.
(3) The Customer must comply with all applicable terms and conditions, standards, policies, procedures, and practices laid down by ICANN, the Registrar and the Registry Operator.
3. RIGHTS OF PARENT
Parent and Service Providers, in their sole discretion, expressly reserve the right to freeze, delete, suspend, deny, cancel, modify, take ownership of or transfer any Domain Order, in order to comply with any applicable Dispute policies, requests of law enforcement, or in compliance with any Court Orders, or if Parent or Service Providers in their sole discretion determine that the information associated with the Domain Order is inaccurate, or has been tampered with, or has been modified without authorization, or if Parent or Service Providers in their sole discretion determine that the Domain Order ownership should belong to another entity, or if Customer/Customer/Registrant does not comply with any applicable terms and conditions, standards, policies, procedures, and practices laid down by Parent, Service Providers, ICANN, the Registrar and the Registry Operator. The Customer agrees that Parent and Service Providers, and the contractors, employees, directors, officers, representatives, agents and affiliates, of Parent and Service Providers, are not liable for loss or damages that may result from any of the above.
In the event of termination of this Product Agreement Extension for any reason, Sections 2 and 3 shall survive.
PRIVACY PROTECTION SERVICE SPECIFIC CONDITIONS
1. DESCRIPTION OF SERVICES
The Privacy Protection Service hides the contact details of the actual owner from appearing in the Whois Lookup Result of his domain name.
2. IMPLEMENTATION DETAILS
(1) Customer acknowledges and agrees that the contact information being displayed in the Whois of a privacy protected Domain Order will be those designated by the Parent, and
(1) any mail received via post at this Address would be rejected;
(2) any telephone call received at this Telephone Number, would be greeted with an electronic answering machine requesting the caller to email the email address listed in the Whois of this privacy protected domain name;
(3) the sender of any email to an email address listed in the Whois of this privacy protected domain name, will get an automated response email asking them to visit the URL http://www.privacyprotect.org/ to contact the Registrant, Administrative, Billing or Technical Contact of a privacy protected domain name through an online form. This message would be relayed as an email message via http://www.privacyprotect.org/ to the actual Registrant, Administrative, Billing or Technical Contact email address in the OrderBox Database.
(2) Customer agrees that we can not guarantee delivery of messages to either the Registrant, Administrative, Billing, Technical Contact, of a privacy protected Domain Order, and that such message may not be delivered in time or at all, for any reason whatsoever. Parent and Service Providers disclaim any and all liability associated with non-delivery of any messages relating to the Domain Order and this service.
(3) Customer understands that the Privacy Protection Service is only available for certain TLDs.
(4) Irrespective of whether Privacy Protection is enabled or not, Customers and Registrants are required to fulfill their obligations of providing true and accurate contact information as detailed in the Agreement.
(5) Customer understands and acknowledges that Parent in its sole, unfettered discretion, can discontinue providing Privacy Protection Services on the Order for any purpose, including but not limited to:
(1) if Parent receives any abuse complaint for the privacy protected domain name, or
(2) pursuant to any applicable laws, government rules or requirements, requests of law enforcement agency, or
(3) for the resolution of disputes concerning the domain name, or
(4) any other reason that Parent in its sole discretion deems appropriate to switch off the Privacy Protection Services.
3. OBLIGATIONS OF CUSTOMER
Customer must ensure that the Registrant of each Domain Order must also acknowledge and agree to be bound by the following terms and conditions. The Customer acknowledges and agrees that the Customer shall indemnify Parent of, and shall be responsible for any liability resulting from Customer's nondisclosure of these terms to Registrant of Domain Order.
Customer and Registrant agree to release, defend, indemnify and hold harmless Parent, Service Providers, PrivacyProtect.org, and their parent companies, subsidiaries, affiliates, shareholders, agents, directors, officers and employees, from and against any and all claims, demands, liabilities, losses, damages or costs, including reasonable attorney's fees, arising out of or related in any way to the Privacy Protection services provided hereunder.
LIST OF TLDS PARENT IS AUTHORIZED TO PROVIDE DOMAIN NAME REGISTRATION AND MANAGEMENT SERVICES
.academy (through Registrar)
.ae.org (through Registrar)
.agency (through Registrar)
.asia (through Registrar)
.bargains (through Registrar)
.berlin (through Registrar)
.bike (through Registrar)
.biz (through Registrar)
.blue (through Registrar)
.boutique (through Registrar)
.br.com (through Registrar)
.builders (through Registrar)
.buzz (through Registrar)
.bz (through Registrar)
.ca (through Registrar)
.cab (through Registrar) .camera (through Registrar)
.camp (through Registrar)
.capital (through Registrar)
.cards (through Registrar)
.careers (through Registrar)
.catering (through Registrar)
.cc (through Registrar)
.center (through Registrar)
.cheap (through Registrar)
.cleaning (through Registrar)
.clothing (through Registrar)
.cn (through Registrar)
.cn.com (through Registrar)
.co (through Registrar)
.codes (through Registrar) .coffee (through Registrar)
.community (through Registrar)
.cool (through Registrar)
.co.de (through Registrar)
.co.in (through Registrar)
.co.nz (through Registrar)
.co.uk (through Registrar)
.co.de (through Registrar)
.com (through Registrar)
.com.au (through Registrar)
.com.cn (through Registrar)
.com.co (through Registrar)
.com.de (through Registrar)
.com.ru (through Registrar)
.company (through Registrar)
.computer (through Registrar)
.condos (through Registrar)
.construction (through Registrar)
.contractors (through Registrar)
.cruises (through Registrar)
.dating (through Registrar)
.de (through Registrar)
.de.com (through Registrar)
.diamonds (through Registrar)
.directory (through Registrar)
.domains (through Registrar)
.education (through Registrar)
.email (through Registrar)
.engineering (through Registrar)
.enterprises (through Registrar)
.equipment (through Registrar)
.es (through Registrar)
.estate (through Registrar)
.eu (through Registrar)
.eu.com (through Registrar)
.events (through Registrar)
.exchange (through Registrar)
.expert (through Registrar)
.exposed (through Registrar)
.farm (through Registrar)
.firm.in (through Registrar)
.fish (through Registrar)
.flights (through Registrar)
.florist (through Registrar)
.foundation (through Registrar)
.gallery (through Registrar)
.gb.com (through Registrar)
.gb.net (through Registrar)
.gen.in (through Registrar)
.glass (through Registrar)
.gr.com (through Registrar)
.graphics (through Registrar)
.guru (through Registrar)
.holdings (through Registrar)
.holiday (through Registrar)
.house (through Registrar)
.hu.com (through Registrar)
.in (through Registrar)
.in.net (through Registrar)
.ind.in (through Registrar)
.industries (through Registrar)
.info (through Registrar)
.institute (through Registrar)
.international (through Registrar)
.jpn.com (through Registrar)
.kim (through Registrar)
.kitchen (through Registrar)
.kr.com (through Registrar)
.la (through Registrar) .land (through Registrar)
.lighting (through Registrar)
.limo (through Registrar)
.maison (through Registrar)
.management (through Registrar)
.marketing (through Registrar)
.me (through Registrar)
.menu (through Registrar)
.me.uk (through Registrar)
.mn (through Registrar)
.mobi (through Registrar)
.name Defensive Registrations and .NAME Mail Forwards (through Registrar)
.net (through Registrar)
.net.au (through Registrar)
.net.cn (through Registrar)
.net.co (through Registrar)
.net.in (through Registrar)
.net.ru (through Registrar)
.nl (through Registrar)
.no.com (through Registrar)
.nom.co (through Registrar)
.net.nz (through Registrar)
.org (through Registrar)
.org.cn (through Registrar)
.org.in (through Registrar)
.org.ru (through Registrar)
.org.nz (through Registrar)
.org.uk (through Registrar)
.partners (through Registrar)
.parts (through Registrar)
.photography (through Registrar)
.photos (through Registrar)
.pink (through Registrar)
.plumbing (through Registrar)
.pro (through Registrar)
.productions (through Registrar)
.properties (through Registrar)
.pw (through Registrar)
.qc.com (through Registrar)
.recipes (through Registrar)
.red (through Registrar)
.rentals (through Registrar)
.repair (through Registrar)
.report (through Registrar)
.ru (through Registrar RU-Center)
.ru.com (through Registrar RU-Center)
.sa.com (through Registrar)
.se.com (through Registrar)
.se.net (through Registrar)
.services (through Registrar)
.shoes (through Registrar)
.singles (through Registrar)
.solar (through Registrar)
.solutions (through Registrar)
.supplies (through Registrar)
.supply (through Registrar)
.support (through Registrar)
.sx (through Registrar)
.systems (through Registrar)
.technology (through Registrar) .tel (through Registrar)
.tienda (through Registrar)
.tips (through Registrar)
.today (through Registrar)
.tools (through Registrar)
.training (through Registrar)
.tv (through Registrar)
.uno (through Registrar)
.uk (through Registrar)
.uk.com (through Registrar)
.uk.net (through Registrar)
.us (through Registrar)
.us.com (through Registrar)
.uy.com (through Registrar)
.vacations (through Registrar)
.ventures (through Registrar)
.viajes (through Registrar)
.villas (through Registrar) .vision (through Registrar)
.voyage (through Registrar)
.watch (through Registrar)
.works (through Registrar)
.ws (through Registrar)
.xxx (through Registrar)
.za.com (through Registrar)
.zone (through Registrar)
VERISIGN MOBILEVIEW SERVICE SPECIFIC CONDITIONS
1. DESCRIPTION OF SERVICES
The Verisign MobileView Service creates a mobile-friendly version for your .COM and .NET website.
2. IMPLEMENTATION DETAILS
Registrant agrees that Verisign may store the following data elements about any MobileView-enabled domain name:
(1) General Details (Company Name, Description and Company Logo);
(2) Contacts (Phone, Email and Address);
(3) Social (Facebook and Twitter URL);
(4) Products (Product Name, Description, Price and Image);
(5) Business Hours (Title and Hours of Operation);
(6) Coupons (Name, Description, Disclaimer, Image, Start and End Date).
(7) Usage information:
(1) Number of hits for any given domain name;
(2) User agent (where the request is coming from);
(3) Crawling website to collect website information.
3. DATA USAGE
Registrant agrees and acknowledges the following terms of data usage by Verisign:
(1) The data will be used to display to the end users and not used for any other internal purposes. This data is all publicly available on the internet and/or customer website.
(2) Customer information is used to create and maintain accounts as well as contacting Customers in case of any problems with accounts, provide technical support, conduct surveys and other similar activities.
(3) Verisign may use data for statistical analysis purpose to understand the Verisign MovileView adoption rate, trend by TLD's etc. in order to make improvements to our services.
4. DATA RETENTION
Registrant acknowledges that Verisign may retain some data that has been anonymized under the IMPLEMENTATION DETAILS, as well as retain statistical information derived from aggregated data, even after the MobileView Service has been cancelled.
5. DATA TRANSFER
Registrant acknowledges that Verisign may transfer data collected under the IMPLEMENTATION DETAILS across International boundaries.
Customer hosting product agreement extension
iwebsitez.com® (hereinafter referred to as "Parent") AND you (hereinafter referred to as "Customer")
entered into a Customer Master Agreement effective from
December 27, 2017
of which this "Customer Hosting Product Agreement Extension" is a part.
WHEREAS Parent provides Web, Virtual Private Server (VPS) and Email Hosting Services;
WHEREAS the Customer wishes to place an Order for Web, VPS and/or Email Hosting Services ("Hosting Order") through the Parent;
NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Parent and the Customer, intending to be legally bound, hereby agree as follows:
1. Rights of Parent
While certain attributes of the Hosting Order may consist of unlimited resources, Customer recognises that the Hosting Order is a shared hosting service, and that the Parent has the right in its sole discretion to apply any hard limits on any specific attribute or resource on the Hosting Order at any given time without notice in order to prevent degradation of its services, or incase of any breach or violation or threatened breach or violation of this Agreement, or incase Parent learns of a possibility of breach or violation of this Agreement which Parent in its sole discretion determines to be appropriate, or to protect the integrity and stability of the Parent Products and the OrderBox, or to avoid any liability, civil or criminal, on the part of Parent and/or Service Providers, or for any other appropriate reason. The Customer agrees that Parent and Service Providers, and the contractors, employees, directors, officers, representatives, agents and affiliates, of Parent and Service Providers, are not liable for loss or damages that may result from any of the above.
2. Terms of Usage
Customer, or its contractors, employees, directors, officers, representatives, agents and affiliates and OrderBox Users, either directly or indirectly, shall not use or permit use of the Hosting Order, in violation of this Agreement, and for any of the activities described below -
A. General Terms
(1) For any unacceptable or inappropriate material as determined by Parent in its sole discretion, including but not limited to Topsites, IRC Scripts/Bots, Proxy Scripts/Anonymizers, Pirated Software/Warez, Image Hosting Scripts (similar to Photobucket or Tinypic), AutoSurf/PTC/PTS/PPC sites, IP Scanners, Bruteforce Programs/Scripts/Applications, Mail Bombers/Spam Scripts, Banner-Ad services (commercial banner ad rotation), File Dump/Mirror Scripts (similar to rapidshare), Commercial Audio Streaming (more than one or two streams), Escrow/Bank Debentures, High-Yield Interest Programs (HYIP) or Related Sites, Investment Sites (FOREX, E-Gold Exchange, Second Life/Linden Exchange, Ponzi, MLM/Pyramid Scheme), Sale of any controlled substance without prior proof of appropriate permit(s), Prime Banks Programs, Lottery Sites, MUDs/RPGs/PPBGs, Hateful/Racist/Harassment oriented sites, Hacker focused sites/archives/programs, Sites promoting illegal activities, Forums and/or websites that distribute or link to warez/pirated/illegal content, Bank Debentures/Bank Debenture Trading Programs, Fraudulent Sites (Including, but not limited to sites listed at aa419.org & escrow-fraud.com), Mailer Pro.
(2) Use over 25% of system resources, including but not limited to Memory, CPU, Disk, Network, and Bandwidth capacity, for longer than 90 seconds in any consecutive 6 hour period.
(3) Execute long-running, stand-alone, unattended server-side processes, bots or daemons.
( 4) Run any type of web spiders or indexers.
(5) Run any software that interfaces with an IRC (Internet Relay Chat) network.
(6) Run, host, or store any P2P client, tracker, software, server, files, content or application, including bittorrent.
(7) Participate in any P2P or file-sharing networks.
(8) Use excessive resources which in the Parent's sole discretion result in damage or degradation to the performance, usage, or experience of OrderBox, other users, other orders, and any of Parent's services.
(9) Use the email service for sending or receiving unsolicited emails.
(10) Use the email service for sending or receiving emails through automated scripts hosted on your website. For sending out promotional emails, email campaigns, etc., we recommend using the Mailing Lists feature rather than using your email account. Upon detection of such mails going through the regular mailing system, such mails will get classified as spam even though the recipient might have opted in for receiving such mails. This would lead to immediate cessation of mail sending capabilities for the user or the domain name. Frequent violation would lead to permanent suspension of the domain name.
(11) Sending mails to invalid recipient email addresses. On receipt of too many bounce back messages due to invalid recipient email addresses, the user sending such mails would get blocked. Frequent violation would lead to permanent suspension of the domain name.
(12) Sending mails from an email address that is not valid and which results in triple bounces would result in suspension of the user sending such mails. Frequent violation would lead to permanent suspension of the domain name.
(13) Send emails with malicious content. Such emails could be emanating from user(s) whose machine(s) are infected with a virus or malware and such activity could be happening without the user(s) knowledge or user(s) could be unknowingly sending out emails whose receivers may deem them as unsolicited.
(14) Run cron entries with intervals of less than 15 minutes.
(15) Engage in any activities related to purchase, sale or mining of currencies such as Bitcoin.
B. Web, Email Hosting Specific terms
(1) As a backup/storage device.
(2) Run any gaming servers.
(3) Store over 100,000 files.
(4) Constantly create and delete large numbers of files on a regular basis, or cause file system damage.
(5) Run any MySQL queries longer than 15 seconds.
(6) Divide Multi-Domain Hosting Orders into smaller packages to resell. Multi-Domain Hosting Orders can only be used by a single Company or Customer to host websites that are fully owned by them. Certain relevant Documents, other than domain name whois details, with respect to company and domain names/website ownership will need to be presented when requested. Having the same whois details for all domain names in your Multi-Domain Hosting Order will not be enough to substantiate ownership.
(7) Store a large number of media files (audio, video, etc.), wherein the limit is at Parent's sole discretion.
(8) Send over 100 messages per hour per user and/or 300 messages per hour for a domain name. Receive a high volume of emails, by a user or domain name, in any given period of time.
(9) Purchase/use a Dedicated IP Address without installing an SSL Certificate.
(10) Violate the above Terms of Usage for a Hosting Order which comprises of the Do-It-Yourself website builder powered by Jigsy.com.
(11) Occupy more than 50% of the total disk space used for storing emails on the server.
(12) Use a WHMCS license issued by the Parent with any product/service other than the one for which it was issued.
(13) Store more than two website backup files.