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Web Site Design and Hosting Service Agreements & Terms
The following are the terms of the agreement between Thomas Grant, d.b.a. TGrant Photo (Company) and the buyer or owner (Buyer/User) of the web site's hosted on Company's servers or the services purchased. If you do not agree to all of these terms, you will not be able to use or buy any of the web sites design and hosting service or services supplied by Company, so please review these terms carefully:
Introduction
Buyer/User agrees to the terms and conditions outlined in this Online Contract or Agreement ("Contract") with respect to the web site design and hosting service provided by or through the Company. This Contract constitutes the entire and only agreement between the Company and Buyer/User, and supersedes any and all prior or contemporaneous or oral agreements, representations, warranties, and understandings with respect to the web sites provided by or through the Site, and the subject matter of this Contract. Buyer/User agrees to review this Contract prior to purchasing anything and purchase and/or usage of a website design and hosting service or services shall be deemed acceptance of this Contract.
Unless explicitly stated otherwise, the terms of this online Contract will govern the use of any new features that augment or enhance the current Services, including the release of new Company resources and services. In the case of any violation of these rules and regulations, the Company reserves the right to seek all remedies available by law and in equity for such violations. These rules and regulations apply to all visits to the web sites (Company's or Buyer/User's), both now and in the future.
Non Association / Non Representation
Buyer/User and Company agree that Buyer/User is and will not be part of the Company. Buyer/User and Company are not associated in any way or form, and neither one represents the other.
Payment
Buyer/User represents and warrants that (i) the credit card information supplied is true, correct and complete and (ii) charges incurred by the Buyer/User will be honored by the Buyer/User's credit card company and (iii) Buyer/User shall pay charges incurred by Buyer/User at the amounts in effect at the time incurred, including all applicable taxes.
Payment of web hosting fees is due the first day of the month in which service is provided. A late fee might be collected for delayed payment of hosting fees or service fees.
You will be billed for your hosting service, either by e-mail or by USPS mail. Failure to receive your bill does not relieve you of the responsibility of paying. Payment is accepted by business check, money order or charge card.
Buyer/User shall be responsible for all charges incurred through use of Buyer/Buyer's password.
In accordance with the above paragraph, Buyer/User agrees to keep his or her password confidential and to notify Company within 24 hours of any breach of this Contract or unauthorized use of the password. Company does not protect Buyer/User from unauthorized use of Buyer/User's password.
Pricing Changes
The Company reserves the right, in its sole discretion, to change Buyer/User pricing upon thirty (30) days notice. Notwithstanding the foregoing, if a Buyer/User's web site utilizes an amount of hard disk space or of monthly bandwidth greater than the one allocated to his/her web site per month, the Company reserves the right to immediately raise such User's rates. Extra bandwidth will be billed on the monthly hosting invoice or one apart at the price of $2.00 per extra or fractional GB over the allocated bandwidth. Extra hard disk space will be billed at a price of $0.50 per extra or fractional MB.
Invoicing
(a) Invoices will be submitted quarterly or annually (depending on the type of service selected by the Buyer/User) by the Company for payment by Buyer/User. Payment is due upon receipt and is past due fifteen (15) business days from receipt of invoice. If Buyer/User has any valid reason for disputing any portion of an invoice, Buyer/User will so notify the Company within seven (7) calendar days of receipt of invoice by Buyer/User, and if no such notification is given, the invoice will be deemed valid. The portion of the Company's invoice which is not in dispute shall be paid in accordance with the procedures set forth herein. Set up fees, domain registration fees, or any other fees incurred as a result of a work order or job requested by the customer are non-refundable.
(b) A finance charge of 1.5% per month on the unpaid amount of an invoice, or the maximum amount allowed by law, will be charged on past due accounts. Payments by Buyer/User will thereafter be applied first to accrued interest and then to the principal unpaid balance. Buyer/user shall also be liable for all attorney and collection fees arising from Company's efforts to collect any unpaid balance of Buyer/User's account(s).
(c) Any work performed by Company on the Buyer/User's web site at the Buyer/User's request will be billed and invoiced at a standard rate to Buyer/User's and it will be due upon the receipt of the invoice.
(d) A fee will be applied to web site transfers of ownership, changes etc. to cover configuration changes, programming, or any other task that might be required to prepare the web site for a new administrator, customer, or owner. This fee will be charged to the new administrator, customer, or owner.
Insecurity and Adequate Assurances
If reasonable grounds for insecurity arise with respect to Buyer/User's ability to pay for the Services in a timely fashion, the Company, in addition to any other rights and remedies available, reserves the right to partially or totally suspend its services. Should the Buyer/User wish to reinstate service, the Buyer/User will be charged with an additional 2 months hosting fees plus any other accumulated fees or any service fees in addition to the arrears balance. Any attorney fees, court costs, or other costs incurred in collection of delinquent accounts shall be paid by Buyer/User. If payment of invoices is not current, the Company may suspend performing further work and/or web site hosting services or any other services provided.
Privacy Policy
Information collected by the Site about Buyer/User or Buyer/User's web site users will be treated in accordance with the privacy policy ("Privacy Policy") below.
COMPANY RESERVES THE RIGHT AT ALL TIMES TO DISCLOSE ANY INFORMATION THAT THE COMPANY DEEMS NECESSARY TO SATISFY ANY APPLICABLE LAW, REGULATION, LEGAL PROCESS OR GOVERNMENTAL REQUEST, OR TO EDIT, REFUSE TO POST OR TO REMOVE ANY INFORMATION OR MATERIALS, IN WHOLE OR IN PART, IN COMPANY'S SOLE DISCRETION.
Editing, Deleting, and Modification
Company reserves the right in its sole discretion to edit or modify the web sites or services provided in order to improve available features functionality and service capabilities. Modification of this Agreement and Terms document will be deemed effective upon publication on / addition to the web sites or usage of Company's services.
Right to Refuse
Company reserves the right in its sole discretion to refuse service at any time. Sale of any goods or services is subject to availability.
Links
The Company's Site or Buyer/User's Site may provide links to other websites or resources. Buyer/User acknowledges and agrees that the Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. User agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, products or services available on such external sites or resources. Buyer/User agrees to allow Company to place a link on each page to Company’s website.
Copyright
The content, organization, gathering, compilation, magnetic translation, digital conversion and other matters related to Company web site are protected under applicable copyrights, trademarks, service marks, patents and other proprietary (including but not limited to intellectual property) rights and laws, and the copying, redistribution, use or publication by a Buyer/User of any such content or any part of the Company's site is prohibited. Buyer/User agrees not to reproduce, duplicate, copy, or resell, without the express written consent of the Company. Buyer/User agrees to investigate the copyright status of all photos and text copy used on Buyer/User’s website. Buyer/User will only send Company photos and/or text copy that have copyright clearance for use on Buyer/User’s website.
Disclaimer of Warranties
The Company warrants that its services shall be performed by personnel possessing competency consistent with applicable industry standards. No other representation, express or implied, and no warranty or guarantee are included or intended in this Agreement, or in any report, opinion, deliverable, work product, document or otherwise. Furthermore, no guarantee is made as to the efficacy or value of any web site design and hosting service, services or product purchased. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY THE COMPANY CONCERNING THE SERVICES AND RELATED WORK PRODUCT. THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR OTHERWISE.
BUYER/USER UNDERSTANDS AND AGREES THAT ANY MATERIAL OR DATA OBTAINED THROUGH THE USE OF THE COMPANY'S OR BUYER/USER'S SITE DESIGN AND HOSTING SERVICE OR PROVIDED SERVICES IS DONE AT BUYER/USER'S OWN DISCRETION AND RISK AND THAT BUYER/USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO BUYER/USER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
COMPANY DOES NOT GUARANTEE BUYER/USER'S WEB SITE PLACEMENT ON SEARCH ENGINES.
COMPANY ONLY PROVIDES A SERVICE TO ITS CLIENTS AND BUYERS/USERS. ALL SOFTWARE, INFORMATION, CONTENT, MATERIAL, FILE, DATABASE, ARCHIVE, TECHNIQUE, PROGRAMS OR ANY OTHER TOOL OR DATA DEVELOPED AND USED FOR THE CREATION AND/OR USAGE OF THE WEB SITES DESIGN AND HOSTING SERVICE OR SERVICES BELONGS SOLELY TO THE COMPANY, AND IT WILL NOT BE GIVEN OR TRANSFERRED TO BUYERS/USERS. BUYERS/USERS CAN ONLY UTILIZE THE SERVICES OF THE COMPANY IN COMPANY'S SERVERS AND INFRASTRUCTURE.
Limitation of Liability
As a condition of the purchase of a web site design and hosting service or services, and in consideration of the Services provided by the Company, Buyer/User agrees that neither the Company, nor any officer, affiliate, director, shareholder, agent, contractor or employee of the Company will be liable to Buyer/User or any third party for any direct, indirect, incidental, special, punitive, or consequential loss of profits, loss of earnings, loss of business opportunities, damages, expenses, or costs resulting directly or indirectly from, or otherwise arising in connection with the purchased web site; including but not limited to any of the following:
a. Reliance. The use of the purchased web site design and hosting services or services by the Buyer/User, including but not limited to damages resulting from or arising from Buyers/Users' reliance on the purchased web site design and hosting services or any content on the web site, or the mistakes, omissions, interruptions, errors, defects, delays in operation, non-deliveries, mis-deliveries, transmissions, eavesdropping by third parties, or any failure of performance of the purchased web site or any content.
b. Termination. The termination of Buyer/User's use of the Site or Services by the Company pursuant to these Terms.
c. Infringement. Any allegation, claim, suit, or other proceeding based upon a contention that the use of the purchased web site design and hosting service or services by a Buyer/User infringes or misappropriates the copyright, patent, trademark, trade secret, confidentiality, privacy, or other intellectual property rights or contractual rights of any third party.
d. Force Majeure. Any delay or failure of the Company to perform if such delay arises out of causes beyond its control or not. Such causes may include but are not restricted to, acts of God or of the public enemy, fires, epidemics, riots, government restriction, quarantine restrictions, freight embargoes, electrical outages, computer or communications failure, strikes, hacking, war, any natural disaster or any other condition beyond the Company's control.
The limitations set forth in this section apply to the acts, omissions, negligence, and gross negligence of the Company and its affiliates, contractors, subcontractors, officers, directors, shareholders, managers, employees, and agents, which, but for this provision, would give rise to a course of action in contract, or any other legal doctrine.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, MULTIPLE, OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE PURCHASED WEB SITE DESIGN AND HOSTING SERVICE OR SERVICES OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH THE PURCHASED WEB SITE DESIGN AND HOSTING SERVICES OR SERVICES OR RESULTING FROM UNAUTHORIZED ACCESS TO, DELETION OR ALTERATION OF BUYER/USER'S TRANSMISSIONS OR DATA OR FAILURE OF THE PURCHASED WEB SITE OR SERVICES TO STORE BUYER/USER'S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES UNDER CERTAIN CIRCUMSTANCES; CONSEQUENTLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER, IN WHOLE OR IN PART.
Lawful Use
Buyer/User agrees that use of the purchased web site design and hosting service is subject to all applicable national, state, and local laws and regulations, and that Buyer/User is solely responsible for the contents of its communications through the purchased web site. By posting information in or otherwise using any communications service, message board, newsgroup, software library, or other interactive service that may be available to you on or through this site, Buyer/User agrees that it shall not upload, share, post, or otherwise distribute or facilitate distribution of any content, including but not limited to text, communications, software, images, sounds, data, or other information that: (1) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates the Company' rules or policies; (2) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (3) infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; (4) constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; (5) contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or (6) impersonates any person or entity, including any of our employees or representatives.
Use By Third Parties
Work performed by the Company pursuant to this Agreement are only for the purpose intended and may be misleading if used in another context. Buyer/User agrees not to use any documents produced under this Agreement for anything other than the intended purpose without the Company's written permission. This Agreement shall, therefore, not create any rights or benefits to parties other than to Buyer/User and the Company.
Notices
Buyer/User shall give the Company written notice within one hundred eighty (180) days of obtaining knowledge of the occurrence of any claim or cause of action which Buyer/User believes that it has, or may seek to assert or allege, against the Company, whether such claim is based in law or equity, arising under or related to this Agreement or to the transactions contemplated hereby, or any act or omission to act by the Company with respect hereto. If Buyer/User fails to give such notice to the Company with regard to any such claim or cause of action and shall not have brought legal action for such claim or cause of action within said time period, Buyer/User shall be deemed to have waived, and shall be forever barred from bringing or asserting such claim or cause of action in any suit, action or proceeding in any court or before any governmental agency or authority or any arbitrator.
Disputes
The Company and Buyer/User recognize that disputes arising under this Agreement are best resolved at the working level by the parties directly involved. Both parties are encouraged to be imaginative in designing mechanism and procedures to resolve disputes at this level. Such efforts shall include the referral of any remaining issues in dispute to higher authority within each participating party's organization for resolution. Failing resolution of conflicts at the organizational level, the Company and Buyer/User agree that any remaining conflicts arising out of or relating to this Agreement and Terms document shall be submitted to non-binding mediation unless the Company and Buyer/User mutually agree otherwise. If the dispute is not resolved through non-binding mediation, then the parties may take other appropriate action subject to the other terms of this Agreement.
Indemnification
Buyer/User will defend, indemnify and hold harmless the Company and its affiliates, directors, officers, employees, proprietors, independent contractors, consultants, partners, shareholders, representatives, customers, agents, predecessors, successors, and permitted assigns from and against any claim, suit, demand, loss, damage, expense (including reasonable attorneys' fees and costs) or liability that may result from, arise out of or relate to: (a) acts or omissions by Buyer/User arising out of or in connection with this Agreement; (b) intentional or negligent violations by Buyer/User of any applicable laws or governmental regulation, (c) contractual relations between the Buyer/User and a third party; or (d) infringement of intellectual property rights including, but not limited to, rights relating to patent and copyright.
Buyer/User acknowledges that the Company has no control over the content of information transmitted by Buyer/User or Buyer/User's customers and that the Company does not examine the use to which Buyer/User or Buyer/User's customers put the Services or the nature of the information Buyer/User or Buyer/User's customers send or receive. Buyer/User agrees not to transmit and to prohibit its shareholders, customers, employees or affiliates from transmitting content that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, or contains explicit or graphic descriptions or accounts of sexual acts. Buyer/User hereby indemnifies and holds harmless the Company, its stockholders, officers, directors, employees and agents from any and all loss, cost, damage, expense, or liability relating to or arising out of the transmission, reception, and/or content of information of whatever nature transmitted or received by Buyer/User or Buyer/User's users.
Access to Password Protected/Secure Areas
Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
Termination and Effect
The Company may terminate or suspend access to the Buyer/User's Site Design and Hosting Service or Services with cause at any time and effective immediately. Reasons for termination or suspension shall include, but are not limited to, the following: violation of any terms listed in this policy; failure to pay for Services, non-compliance with the contractual limits and obligations of the service provided.
Termination shall be accompanied by a written or electronic notice to the Buyer/User. The Company shall not be liable to Buyer/User or any third party for termination of the Site. Upon termination of access to the Site design and hosting service or Services, Buyer/User's right to use the Site hosting service or Services shall immediately cease. No software, databases, files, archives, or any other kind of information will be provided to the Buyer/User.
Buyer/User shall give the Company written notice within thirty (30) days before the charges for Site Hosting service or Services are due of his/her desire to terminate the Site Hosting service or Services that Company provides to him/her. If Buyer/User fails to give such thirty (30) days advance notice to the Company with regard to termination, the Company will legally charge on Buyer/User's account the contracted charges for the Site Hosting service or Services. For security purposes, Buyer/User agrees to provide proper identification to validate the request for cancellation.
Severability
In the event that any provision of the Terms shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of the Terms. The Company's failure to act with respect to a breach by Buyer/User or others does not waive its right to act with respect to subsequent or similar breaches.
Confidentiality
Through use of the service, the Company may disclose or make available to the Buyer/User Confidential Information (as defined below) in connection with the activities contemplated hereunder.
User agrees that during the Term of this Agreement and thereafter (a) it shall provide at a minimum the same care to avoid disclosure of unauthorized use of confidential information as is provided to provide its own similar information, but in no event less than a reasonable standard of care; (b) it will use Confidential Information belonging to the other solely for the purposes of this Agreement and (c) it will not disclose Confidential Information belonging to the Company to any third party (other than its employees and/or consultants reasonably requiring such Confidential Information for purposes of this Agreement who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without the express prior written consent of the Company. Buyer/User will promptly return to the disclosing Party upon request any Confidential Information of the Company.
The Company will not monitor, edit, disclose, sell, rent, license, exchange, or release any of your personally identifiable information without your explicit consent unless the Company has reason to believe that disclosing this information is necessary: (a) to conform to the edicts of law or comply with legal process served on the Company; (b) to prevent injury to or interference with (either intentionally or unintentionally) the Company rights or property, other the Company users, or anyone else that could be harmed by such activities; or (c) to act under exigent circumstances to protect the personal safety of the users or the public. If the Company transfers assets or has any change in control, user information may be transferred to the entity that acquires such assets or control of the Company.
For purposes of this Agreement, "Confidential Information" means, with respect to the Company, any and all information in written, representational, electronic, verbal or other form relating directly or indirectly to the present or potential business, operation or financial condition of the Company (including, but not limited to, information identified as being proprietary and/or confidential, pricing, marketing plans, customer and supplier lists, service data, programming/source code, programs, databases and any information which might reasonable be presumed to be proprietary or confidential in nature) excluding any such information which: (i) is known to the public (through no act or omission of the Company in violation of this Agreement); (ii) is lawfully acquired by the Company from an independent source having no obligation to maintain the confidentiality of such information; (iii) was known to the Company prior to its disclosure under this Agreement; (iv) was developed by the Company specifically with the purpose of public distribution and clearly indicated as such ; or (v) is required to be disclosed by governmental or judicial order.
Governing Law
These Terms shall be governed by and construed in accordance with the laws of the state of Ohio (United States of America) without regard to its choice of law provisions. In the event of any conflict between foreign laws, rules and regulations and those of the United States, the laws, rules and regulations of the United States shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. Buyer/User hereby consents to personal jurisdiction by the state and federal courts located in Medina County, Ohio. These Terms and any modifications hereto constitute the entire agreement between the parties with regard to the subject matter hereof and supersede all prior understandings and agreements, whether written or oral, as to such subject matter. Nothing contained in these Terms shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint ventures or partners for any purpose.
To obtain website design and hosting services, indicate your consent to the terms and conditions of this Agreement by clicking on the "I Agree" button.