AGREEMENT. In this Agreement for Service ("Agreement") "you" and "your" and "client" refer to each customer, "we", us" and "our" refer to Web-JIVE, LLC and "services" refers to the web design, development, domain name registration, and web hosting provided by us. This Agreement explains our obligations to you, and explains your obligations to us for various services.
SURVIVAL. The following paragraphs shall survive the termination of this Agreement.
SELECTION OF A DOMAIN NAME. Your selection of a domain name indicates that, to your knowledge, no third party's rights are being infringed, and that you are not intending any unlawful purpose.
SERVICES PROVIDED. We agree to provide the following services:
- We can register a domain name chosen by you for a period of one year or more. We will use a Registration Service Provider, chosen by us, to carry out this function.
- We will design a web site according to the Web-JIVE LLC specifications.
- We may provide hosting services for a period of one year.
- You will have the choice of having an e-mail address(s) or e-mail forwarding, utilizing your domain name as part of the address.
- Web hosting and domain name registration can be continued at your request past the minimal hosting term of one year (12 months) for an additional charge.
FEES. When purchasing a services from us, you agree to pay the fees due at the time this agreement is executed. Web-JIVE LLC will invoice according to the schedule and payment is due upon receipt of invoice. In the case of credit card payments Web-JIVE LLC will automatically charge clients credit card on file all fees associated with the account on the due date. Web-JIVE LLC may, at its option, charge a 10% fee for late payments. If paying by check, make checks payable to Web-JIVE, 3705 Doral Dr., Little Rock, AR 72212.
ADDITIONAL SERVICES. We can provide additional services, if you so choose, including:
- Updating or adding pages to your website. If such changes are offered as an upgraded package, then the cost for this service will be determined according to the package to which you are upgrading; otherwise the cost is $85 per hour with a one hour minimum.
- Additional domain names and forwarding services, sent to your same website. The cost for this service is $12 per domain name per year.
- At the end of the term of your Agreement, you may elect to continue with domain registration and hosting services accordingly. If you do not wish to continue to purchase services with us, you will retain ownership of your domain name and the content of your website.
- You agree to utilize training services priced into any/all quotes and or invocies, no later than 90 days after website has been delivered to you. We retain the right to terminate any training services after this "grace" period without refund. If the you wishe, training services may be purchased separately from us for any website systems we support, at the rate of $125 per hour, with one hour minimums. All training will be provided via the Internet utilizing services provided by us.
- All of the above fee amounts listed in this section "Additional Services" are subject to change at any time without notification to you.
PAST DUE INVOICES.
Both parties agree that if the client has an past due invoice(s), we reserve the right to collect overdue payment(s) either by charging to a clients credit card, or turning over past due invoice(s) to outside collection agencies. The definition of "PAST DUE" invoice is when the client has not made payment or restitution within thirty (30) days of past due notice; per terms of the agreement, or per terms of the initial work qoute provide before work is started.
OWNERSHIP OF WORK PRODUCT. Both parties agree that the content of your web site and any literature or illustrations that are conceived, developed, written, or contributed by you pursuant to this agreement, either individually or in collaboration with others, shall belong to and be the sole property of you and shall constitute works made for hire, once payment is received in full. You agree that any source code developed by us to build your website will belong to and be the sole property of Web-JIVE LLC. However, if at any point you wish to obtain web design or hosting services from another provider, the entire website will be returned to you at your request and you will retain ownership of it after the initial contract terms are met, although the copyright to the code itself will continue to be owned by us. You shall retain ownership of any domain names obtained by us on your behalf, although we will register and manage these domain names for you as long as we are providing these services for you. You agree for your website to display the legend: "Designed and hosted by Web-JIVE LLC" or any similar legend, including a hyperlink to our website and/or e-mail address.
WARRANTIES. Your Warranties to us.
You represent and warrant to us that:
- you have the experience and knowledge necessary to use the Services;
- you will provide us with material that may be implemented by it to provide the Services without extra effort on our part; and
- you have sufficient knowledge about administering, designing, and operating the functions facilitated by the Service to take advantage of it.
You expressly warrant that you own the entire right, title and interest to, or have an appropriate license to use, all material provided to us, or which may be accessed or transmitted using the Services. You also warrant that to the extent you do business with other parties using the Services, that they have the same ownership interests in the materials provided to you, or accessed via you, that are set out in this paragraph.
OUR WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF OUR SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED AS-IS AND AS-AVAILABLE. OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, WEB-JIVE LLC HAS NOT, AND DOES NOT, MAKE ANY WARRANTIES WHETHER EXPRESS OR IMPLIED. THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, THE WARRANTIES OR NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OR MERCHANTABILITY, AND/OR TITLE. NEITHER WE, OUR OTHER BRANDS, ITS PARENT, ITS EMPLOYEES, AGENTS, RESELLERS, THIRD PARTY INFORMATION PROVIDERS, MERCHANTS LICENSERS OR THE LIKE, WARRANT THAT A SMALL ORANGE'S SERVICES WILL NOT BE INTERRUPTED OR BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MIGHT BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, OR RELIABILITY, OF ANY INFORMATION SERVICE OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH OUR NETWORK, UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT. WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES REGARDING SERVICES PROVIDED BY THIRD PARTIES, REGARDLESS OF WHETHER THOSE SERVICES APPEAR TO BE PROVIDED BY US. NO WARRANTIES MADE BY THESE THIRD PARTIES TO US SHALL BE PASSED THROUGH TO YOU, NOR SHALL YOU CLAIM TO BE A THIRD PARTY BENEFICIARY OF SUCH WARRANTIES.
THE WARRANTY DISCLAIMERS CONTAINED IN THIS AGREEMENT EXTEND TO ANY ORAL OR WRITTEN INFORMATION YOU MAY HAVE RECEIVED FROM US, ITS EMPLOYEES, THIRD-PARTY VENDORS, AGENTS OR AFFILIATES. YOU MAY NOT RELY ON SUCH INFORMATION.
SOME STATES DO NOT ALLOW A US TO EXCLUDE CERTAIN WARRANTIES. IF THIS APPLIES TO YOU, YOUR WARRANTY IS LIMITED TO NINETY (90) DAYS FROM THE EFFECTIVE DATE.
The parties expressly disclaim the applicability of the United Nations Convention on the International Sale of Goods.
LIMITATION OF LIABILITY AND NO WARRANTY. YOU AGREE THAT OUR LIABILITY, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO ANY SERVICES PROVIDED UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNT YOU PAID FOR SUCH SERVICES WHICH FALL WITHIN OUR REFUND POLICY GUIDELINES. YOU UNDERSTAND AND AGREE WITH THE FOLLOWING LIMITATIONS: POSSIBLE ACCESS DELAYS OR INTERRUPTIONS AND INADVERTENT ERRORS ON OUR PART. NO GUARANTEE IS OFFERED REGARDING POTENTIAL OR ACTUAL "DOWN TIME" OF YOUR WEBSITE.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL WEB-JIVE LLC, ITS OTHER WEB PROPERTIES, ITS OFFICERS, AGENTS OR THIRD PARTIES PROVIDING SERVICES THROUGH WEB-JIVE LLC, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY YOU, ANY OF YOUR END USERS OR ANY THIRD PARTY; OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO A SMALL ORANGE RECORDS, PROGRAMS OR SERVICES. YOU AGREE THAT THIS PARAGRAPH APPLIES EVEN IF WEB-JIVE LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENTS ON ALL SERVERS AND ALL SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU AGREE THAT IN THOSE JURISDICTIONS, WEB-JIVE LLC LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
INDEMNIFICAION. You agree to indemnify, defend and hold harmless WEB-JIVE LLC, and its parent, other brands, subsidiary and affiliated companies, third party service providers and each of their respective officers, directors, employees, shareholders and agents (each an "indemnified party" and collectively, "indemnified parties") from and against any and all claims, damages, losses. liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorneys' fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of, or relating to: (i) your use of the Services; (ii) any violation by you of any of our policies; (iii) any breach of any of your representations, warranties or covenants contained in this Agreement; or (iv) any acts or omissions by you. The terms of this section shall survive any termination of this Agreement. For the purpose of this paragraph only, the terms used to designate you include you, your customers, visitors to your website, and users of your products or services the use of which is facilities by us.
USE OF COPYRIGHTED MATERIALS. You warrant that any materials provided by you for use on your website pursuant to this agreement shall not contain any proprietary material owned by any other party that is protected under the Copyright Act or any other similar law. You shall be solely responsible for ensuring that any materials you provide pursuant to this agreement shall satisfy this requirement and you agree to hold us harmless from all liability or loss to which we may be exposed on account of your failure to perform this duty.
ASSIGNMENT OF CONTRACT. Neither of the parties may assign this agreement or any rights under the agreement without the prior written consent of the other party.
ENTIRE AGREEMENT. This agreement is the complete and exclusive statement of the mutual understanding of the parties. This agreement supersedes and cancels all previous written and oral agreements and communications between the parties relating to the services that are the subject matter of this agreement.
SEVERABILITY. If any court of competent jurisdiction determines that any part of this agreement is invalid or unenforceable, that determination shall not impair or nullify the remainder of this agreement.
AMENDMENT. The parties agree that they may amend this agreement only by a written agreement duly executed by persons authorized to execute agreements on behalf of the parties.
GOVERNING LAW. This agreement is governed by the laws of the state of Arkansas and any applicable federal laws of the United States of America.
LEGAL EXPENSES. If any legal action is necessary to enforce the terms of this agreement, the prevailing party shall be entitled to reasonable attorney fees in addition to any other relief to which that party may be entitled.
FORCE MAJEURE. If performance by us of any of our obligations under the terms of this agreement shall be interrupted or delayed by an act of God, by acts of war, riot, or civil commotion, by failure of computer equipment, including loss of data, or by an act of State, by strikes, fire, flood, or by the occurrence of any other event beyond our control, then we shall be excused from such performance for the same amount of time as such occurrence shall have lasted or such period of time as is reasonably necessary after such occurrence abates for the effect of the occurrence to have dissipated.
ACCEPTANCE OF AGREEMENT. By ordering our services, completion of such a transaction indicates your acknowledgement that you have read, understood, and accepted this agreement.
TERMINATION. Web-JIVE LLC may immediately terminate this Agreement for cause at any time without penalty. Some causes justifying immediate termination include, but are not limited to: questionable content such as adult or pornography, violation of any foreign, federal, state, or local law; non-payment of fees due of this Agreement; breach of this Agreement; and any written modifications thereof; and violation of any other Web-JIVE LLC policy. Web-JIVE LLC may terminate this Agreement without cause at any time upon ten (10) days written notice to client.
RENEWAL. This agreement will renew automatically for an additional term equal in duration to the previous term of the applicable Service Option Attachment unless either party notifies the other party in writing at least ninety (90) days prior to the end of the then-current term.
CONFIDENTIALITY. Where Web-JIVE LLC personnel have access to confidential information during the course of the development agreement, the Web-JIVE LLC will not use any such confidential information for its own benefit or use, disseminate or publish this confidential information without the prior consent of (Institution). All records or other material, including any copies thereof, pertaining to confidential information as defined in this agreement, and all other records or materials developed by the developer during the course of the agreement will remain the property of the client and upon termination of the agreement, will be returned to the client. Web-JIVE LLC confidentiality obligations will survive the termination of this agreement.
Client acknowledges that pricing information divulged to the Client in the course of business relationships is confidential: therefore, the Client agrees not to disclose it without the express written permission of the Web-JIVE LLC.
It is acknowledged by the Client that information to be furnished is in all respects confidential in nature, other than information that is in the public domain through other means, and that any disclosure or use of same by reader may cause serious harm or damage to Web-JIVE LLC.
Upon request, any information pertaining to Web-JIVE LLC is to be immediately returned to Web-JIVE LLC.
NO WAIVER. No waiver of rights under this Agreement or any our policies, or agreement(s) between you and us shall constitute a subsequent waiver of this or any other right under this Agreement.
NO AGENCY. This Agreement does not create any agency, partnership, joint venture, or franchise relationship. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
HIPAA DISCLAIMER. We are not "HIPAA compliant." You are solely responsible for any applicable compliance with federal or state laws governing the privacy and security of personal data, including medical or other sensitive data. You acknowledge that our services may not be appropriate for the storage or control of access to sensitive data, such as information about children or medical or health information. We do not control or monitor the information or data you store on, or transmit through, our Services. We specifically disclaim any representation or warranty that the Services, as offered, comply with the federal Health Insurance Portability and Accountability Act ("HIPAA"). Customers requiring secure storage of "protected health information" under HIPAA are expressly prohibited from using this Service for such purposes. Storing and permitting access to "protected health information," as defined under HIPAA is a material violation of this User Agreement, and grounds for immediate account termination. We do not sign "Business Associate Agreements" and you agree that we are not a Business Associate or subcontractor or agent of yours pursuant to HIPAA. If you have questions about the security of your data, you should contact customer support.