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| Legal Stuff: Hosting Service Agreement |
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Web Hosting and Electronic Commerce Agreement
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Carefully read the following terms and conditions of this agreement.
By accessing and using the web hosting and electronic commerce services
and associated software of Cledo Online (“Cledo”),
you (“Customer”) indicate the acceptance of the following terms and
conditions and you agree to be bound by them. IF YOU DO NOT AGREE TO BE
BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE THE CLEDO
WEB HOSTING AND ELECTRONIC COMMERCE SERVICES or associated software and
promptly return the complete package including the software to
Cledo.
This agreement constitutes the complete and exclusive statement of the
agreement between you and Cledo with respect to the
Cledo web hosting and electronic commerce services and
associated software and SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, oral
or written, and any other communications relating to the subject matter
of this agreement.
Now, therefore, in consideration of the mutual covenants set forth
herein, Cledo and Customer agree as follows:
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1. Order Acceptance, Payment
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- All orders are subject to acceptance by Cledo. An
order will be deemed accepted by Cledo when
Cledo sends written confirmation of the order to
Customer.
- Cledo shall charge Customer’s credit card or issue
an invoice for the applicable set-up fees and monthly fees according
to the Plan(s) selected by Customer and provided by Cledo.
Such fees and charges shall include, without limitation, the fees for
connectivity, design services, and charges by any and all third
parties whose materials are included as part of the Plan(s).
Cledo reserves the right to change the amount of, or
basis for determining, any fees or charges and institute new fees and
charges at any time. Customer must provide Cledo with
a valid credit card number to which Cledo will
automatically charge all Cledo fees as they become
due. All monthly fees and set-up fees shall be due in advance of the
month incurred and all additional charges shall be due at the end of
the month in which such charges are incurred. Except as provided in
Section 3, the set-up fees are nonrefundable and Cledo
does not issue pro rata refunds for fees paid in advance. If payment
by Customer’s credit card is denied, or Customer’s charge is returned
to Cledo for any reason, including charge back or
Customer otherwise fails to make any payments owing to
Cledo, Cledo may, at Cledo’s
discretion, suspend or terminate access to the Cledo
Services and/or terminate this Agreement. Customer’s right to use the
Cledo Services are subject to any limits established
by Cledo or by the issuer of Customer’s credit card.
Interest charges of 1% per month (or the highest rate permitted by law
if lower than 1% per month) will accrue daily on any unpaid balance,
which is more than thirty (30) days overdue. Customer shall be
responsible for any and all taxes related to this Agreement.
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2. Cledo Services
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- During the term of this Agreement, Cledo shall
provide software services to Customer according to the Plan(s)
accepted by Customer (the “Cledo Services”). “Plan”
means one of Cledo's business and/or electronic
commerce service offerings, as can be found on Cledo’s
Web site. The specific Plan to be provided to Customer shall be
established by correspondence between Cledo and
Customer. Such Plan shall be deemed incorporated by reference into
this Agreement, as if fully set forth herein.
- At Customer’s request, Cledo will acquire an
Internet Second-Level Domain Name (“Domain Name”), from the Contracted
Registrar on behalf of Customer. Customer’s request for and/or
acceptance of a Domain Name obtained by Cledo shall in
all cases constitute Customer’s waiver of any and all claims which
Customer may have, or which may later arise, against Cledo
or its third party providers, for any and all damages, losses, claims
or expenses arising our or related to the acquisition, registration
and/or use of the Domain Name. Any cost incurred by Cledo
to obtain and/or maintain the Domain Name on behalf of Customer shall
be charged to Customer by Cledo. Request for and
acceptance of a domain name requires Cledo to supply
the Domain Name to the Contracted Registrar, which in turns supplies
the Domain Name to third parties. Cledo will be the
sole billing and technical contact for the Domain Name.
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3. Limited 30-Day Money-Back Guarantee
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Cledo offers a thirty (30) day money back guarantee
on each Plan covered by this agreement. If Customer is not completely
satisfied with the Cledo Services provided under such
Plan within the first thirty (30) days, Customer may cancel this
Agreement by notifying Cledo by calling the telephone
number listed in Section 8C or writing to the address listed in Section
8C. In such case, Customer will receive a full refund of any amounts
paid pursuant to this Agreement, except for set-up fees or Domain Name
fees, which are nonrefundable. After the initial thirty (30) day period,
the Cledo Services shall be deemed accepted for all
purposes, provided no written claim has been received by
Cledo within such thirty (30) day period.
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4. Third Party Providers
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In order to access and use the Cledo Services,
Customer may be required to subscribe to other Cledo
services offered under separate agreements, including, but not limited
to, the Cledo Internet Service Agreement. This Agreement
does not in any way modify the terms of such agreements. In addition,
Customer acknowledges that in order to access certain of the
Cledo Services, Customer may have to agree to and
execute agreements with third party providers who may charge Customer
fees and charges which are in addition to the fees and charges imposed
by Cledo.
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5. Rules and Regulations
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From time to time Cledo may impose reasonable rules
and regulations regarding the use of the Cledo Services.
Such rules and regulations are called acceptable use policies and are
posted on Cledo’s Web site. All such acceptable use
policies are incorporated by reference into this Agreement as if fully
set forth herein.
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6. License Grant
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During the term of this Agreement, Cledo grants to
Customer a non-exclusive, personal, non-transferable license to access
and use the Cledo Services solely on and as part of
Cledo’s World Wide Web site and servers.
Cledo may modify the Cledo Services at
any time for any reason and may provide modified versions of the
Cledo Services to Customer.
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7. Intellectual Property Rights
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Customer acknowledges and agrees that the Cledo
Services constitute confidential and proprietary information of
Cledo and its licensors and embodies trade secrets and
intellectual property of Cledo and its licensors
protected under United States copyright and other laws and international
treaty provisions. Customer further acknowledges that all right, title,
and interest in and to all parts of the Cledo Services,
including, without limitation, associated intellectual property rights,
are and shall remain with Cledo and its licensors.
Customer shall not, and shall cause its employees and agents not to,
disclose or transfer any portion of the Cledo Services
to any third party. Customer further agrees not to translate, decompile,
reverse engineer, disassemble, modify, reproduce, rent, lease, lend,
sublicense, distribute, remarket or otherwise dispose of any portion of
the Cledo Services. Customer hereby acknowledges that,
if Cledo at any time or from time to time performs any
customizations or modifications to Cledo Services, all
rights and interests to such customizations or modifications shall be
the sole property of Cledo.
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8. Term and Termination
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- This Agreement shall have an initial term of one (1) month and
shall thereafter automatically renew for successive one (1) month
periods. This Agreement and Customer’s access to the Cledo
Services shall terminate as follows: (i) Either party may terminate
upon thirty (30) days prior notice; (ii) Cledo may
immediately and without prior notice terminate upon a violation by
Customer of Cledo’s acceptable use policies; (iii)
Cledo may terminate immediately and without prior
notice in accordance with Section 1; and (iv) Cledo
may terminate immediately if, after 15 days prior notice to Customer,
Customer has failed to correct any breach of this Agreement.
- Upon any termination in accordance with Section 8(A)(i),
Cledo shall permit Customer forty-eight (48) hours to
download or otherwise copy any of Customer’s information and data
residing on Cledo’s facilities prior to removing such
information and data from Cledo’s facilities. Upon
termination by Cledo under Sections 8(B)(ii), (iii) or
(iv), Cledo may immediately remove all of Customer’s
data and information from Cledo’s facilities and
Customer shall have no right to copy or download such data or
information, and, in such event, all such information and data,
including all copyrighted or copyrightable material therein, shall
then become the property of Cledo. In cases where
Customer’s account has been cancelled, and Customer is requesting
reactivation, Cledo, at it’s option, may reactivate
the same account, only if the account had been cancelled less than
sixty (60) days prior. After sixty (60) days, Customer will be
required to set up a new account.
- To cancel a Cledo web hosting, domain name
services or electronic commerce services, Customer should call the
Cledo telephone number at (419) 217-1090 or
send a request via mail to:
Cledo Online
P.O. Box 453
Bellevue, Ohio 44811
Attention: Web Hosting Cancellations
For assurance of delivery, Cledo recommends that
requests for cancellation are sent via certified mail.
- Sections 1, 7, 8, 9, 10, 11, 12, 13, 14 and 15 shall survive any
termination of this Agreement.
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9. Exclusion of Warranties
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CLEDO PROVIDES THE CLEDO SERVICE ON AN
“AS IS” BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, whether express or
implied, including, but without limitation, any implied warranty of
merchantability, or fitness for a particular purpose.
While Cledo makes reasonable efforts to maintain the
Cledo service, many factors are not within
Cledo’s control. Therefore, Cledo does
not warrant, and is not responsible for (even if caused by the
negligence of Cledo) any loss of data, delays,
non-delivery or misdelivery of information, lack of access, slow
response time, or service interruptions or errors. Loss, delay or
non-delivery of data can be due to but not limited to Cledo’s
own negligence, viruses or other third parties. Customer’s data is
defined as any data held by Cledo and includes account
information, web hosting data, email and domain name services. This
disclaimer and waiver shall apply equally to any and all third party
providers. Cledo provides no warranty to customer
regarding the accuracy of usage statistics, which Cledo
may provide in its discretion. Further, no advice or information given
by a Cledo representative shall create a warranty or
serve as an amendment to this agreement.
Cledo has the right to change prices, or add or delete
product features of any existing product or service. The right to change
products or services extends to any software supporting a product or
service. Cledo reserves the right to change prices or
material features at any time. Cledo reserves the right
to institute new fees or new material features at any time.
Cledo has the right to discontinue products or services
and the right to remove or reassign IP addresses of a customer’s web
site. Cledo also has the right to deactivate a
customer’s service. Except for certain products and services
specifically identified as being offered by Cledo,
Cledo does not control any materials, information,
products, or services on the Internet. The Internet contains unedited
materials, some of which are sexually explicit or may be offensive to
you. Cledo has no control over and accepts no
responsibility for such materials. You assume full responsibility and
risk for use of the services and the Internet and are solely responsible
for evaluating the accuracy, completeness, and usefulness of all
services, products, and other information, and the quality and
merchantability of all merchandise provided through the service or the
Internet.
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10. Limitation of Liability and Damages
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THE TOTAL AGGREGATE LIABILITY OF CLEDO TO CUSTOMER
SHALL BE LIMITED TO THE AMOUNT PAID TO CLEDO BY CUSTOMER
HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING A CLAIM IN WHICH
CLEDO IS LIABLE TO CUSTOMER. IN NO EVENT SHALL
CLEDO BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY,
PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS
OF BUSINESS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED UPON BREACH OF
CONTRACT, TORT, OR OTHERWISE AND WHETHER OR NOT CLEDO HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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11. Confidentiality
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Customer acknowledges that by reason of its relationship with
Cledo, it may have access to certain information and
materials relating to Cledo’s business, customers,
software technology and marketing which Cledo treats as
confidential (collectively “Confidential Information”). Customer shall:
(i) hold in confidence, and not disclose or reveal to any person or
entity, any Confidential Information without the clear and express prior
written consent of a duly authorized representative of Cledo;
and (ii) not use or disclose any of the Confidential Information for any
purpose at any time, other than for the limited purpose of performance
under this Agreement. These obligations shall continue indefinitely for
so long as the Confidential Information is a trade secret under
applicable law and shall continue for two (2) years following
termination of this Agreement with respect to Confidential Information,
which does not rise to the level of a trade secret.
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12. Indemnification
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Customer shall indemnify and hold Cledo harmless
against all third party claims, demands, suits, actions, judgments,
losses, costs, damages (direct, indirect and consequential), attorney’s
fees and expenses that Company may sustain or incur by reason of any
breach or alleged breach of any term or condition of this Agreement
(including reasonable attorney’s fees) and for any act or omission of
Customer or its clients which are in any way related to the
Cledo Service.
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13. Export Control
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Customer agrees not to export or re-export any portion of the
Cledo Service outside of the United States. Customer
further agrees to comply with all United States and other applicable
laws, rules and regulations relating to the export, re-export or
transshipment of the Cledo Services.
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14. Force Majeure
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Either party shall be excused from any delay or failure in
performance hereunder caused by reason of any occurrence or contingency
beyond its reasonable control, including but not limited to, acts of
God, earthquake, labor disputes and strikes, riots, war, and
governmental requirements. The obligations and rights of the party so
excused shall be extended on a day-to-day basis for the period of time
equal to that of the underlying cause of the delay.
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15. Miscellaneous
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Customer may not assign its rights or delegate any of its duties
under this Agreement without the prior written consent of
Cledo, and any attempted assignment or delegation
without such consent shall be void. If one or more provisions of this
Agreement shall be held to be invalid, illegal, or unenforceable, the
validity, legality and enforceability of the remaining provisions shall
not be affected or impaired thereby. Nothing in this Agreement or in the
understanding of the parties construes upon the parties the status of
partners or joint ventures. Cledo may subcontract any
work, obligations or other performance required of Cledo
under this Agreement without consent of Customer. Other than the
termination of this agreement, all notices provided hereunder sent by
email, mail or certified mail to Cledo, will be
effective upon transmission. Cledo has the right to
amend the Agreement from time to time, and will do so by posting the new
Agreement on the Cledo Web site. The Agreement shall be
governed by the laws of Ohio, without giving effect to
applicable conflict of laws provisions. The courts located in
Fremont, Ohio alone have jurisdiction over all
disputes arising out of or related to this Agreement and the Services.
You consent to the personal jurisdiction of such courts sitting in
Ohio with respect to such matters or otherwise between you
and Cledo, and waive your rights to removal or consent
to removal. In the event any litigation or other proceeding is brought
by either Party in connection with this Agreement, the prevailing Party
in such litigation or other proceeding shall be entitled to recover from
the other Party all costs, attorneys' fees and other expenses incurred
by such prevailing Party in such litigation.
Effective 5/1/2003 |
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| Contact Information |
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| E-mail: |
Support |
| Office Address: |
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Cledo Online
2201 Commerce Dr.
Fremont, Ohio 43420
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| Postal Mail: |
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Cledo Online
P.O. Box 453
Bellevue, Ohio 44811
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| E-mail: |
Billing |
| Toll Free: |
(866) 672-5168 |
| Office: |
(419) 217-1090 |
| Fax: |
(309) 403-5117 |
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