LoveFire Web Services on Evol1212 Terms and Conditions
LoveFire Web Services on Evol1212
DETAILED COMPLETE WEB SERVICES TERMS & CONDITIONS (FOR SPECFIC DETAILED WEB DESIGN AND DEVELOPMENT TERMS, SEE NOTES)
General Web Services Terms & Conditions
1. Purchase of Website Creation and Development Services - This Agreement for a Website Project is between the customer whose name appears on the face of this Agreement (the “Customer”) and LOVEFIRE WEB SERVICES. (LOVEFIRE), Box 418, Acme, Alberta, Canada T0M 0A0. 2. File Transfer Fee - The Customer may exercise the option of acquiring a copy of the website and all its contents on his or her personal media for $250. This fee is necessary due to the fact that the website is built with a Content Management System with complex programming and databases which requires a programming investment every time a transfer is required. 3. Purchase of Website Hosting Services - The Website Project identified on the face hereof will be Hosted by LOVEFIRE. Hosting elsewhere will result in LOVEFIRE’s inability to accept responsibility for hardware, software, installation, functionality, performance and reliability of the Website. Hosting elsewhere automatically adds a $250 file transfer fee. This fee is not a penalty but a fee to cover the cost of converting your content management system files and database into a movable storage format such as a CD, DVD, or file folder ready for transport to a 3rd party compatible server. Hosting elsewhere voids all warranty and automatically relieves LOVEFIRE from any liability including lost files, lost data, time lost, or any other expense incurred by the Customer relating to the transfer and/or hosting on a 3rd party server. 4. Customer Responsibility - The Website Project and its content are subject to the approval of LOVEFIRE. The Customer shall supply LOVEFIRE, within a period of (30) days following the execution of this agreement, all the required information to be inserted in the Website Project deemed to consider it completed; including Content, Graphics and Data Base which the Customer warrants that it is authorized to publish and guarantees that it does not violate any law and that it holds all permits or licenses which may be necessary to publish on the Internet. If the Customer does not supply the above-mentioned information within the prescribed time frame, LOVEFIRE reserves the right to charge the Customer all amounts due hereunder. LOVEFIRE will not be held liable for any consequential losses, damages or claims therefore asserted by the Customer due to delays caused by the Customer or arising because of matters of force of conduct, or any other cause beyond its control. The Customer also guarantees and warrants the truth of all factual assertions and implications there from in the Website Project inserted hereunder and that they are entitled to use any picture, graphic or illustration, or to insert a hypertext link(s) to any other website, or advertise the business profession, service, product, Trademark, or Trade name appearing or described in the said Website Project as well as holding all the rights to use the trade marks or commercial names included in the website and that this does not contravene any provision, law or statute, including the Trade-Marks Act, the Copyright Act and any other law or statute relating to intellectual property. The Customer agrees to indemnify and hold LOVEFIRE harmless from and against any and all liabilities, damages, award, settlements, losses, claims and expenses, including attorney fees and costs of investigation due to (i) any claim by a third party relating to the Content, including infringement of any third party’s intellectual property rights; (ii) claims for misleading advertising related to Customer product warranties or performance; and (iii) any other actions of Customer which give rise to any other liability at law. Furthermore, for Content created by the Customer or one of its representatives, the Customer acknowledges that LOVEFIRE shall not bear any liability with regards to the content, graphical norms or physical appearance of the Website Project. The Customer furthermore authorises LOVEFIRE to perform a full pre-credit investigation on his or her company. 5. Technical Decisions - All technical decisions regarding design and programming techniques, programming language, programming technologies, programming strategy, programming logic, programming flow, graphical design, font selection, database setup, database structure, database relationships, visual appearance (textbox, buttons, placements, etc) or any other technical decision designed to meet the Customer’s needs is the exclusive prerogative of LOVEFIRE and LOVEFIRE staff and not that of the Customer. 6. Term of Contract - The initial term of this Agreement is 12 months from the date of execution and automatically renews on the anniversary of the execution date every year unless LOVEFIRE or the Customer gives to the other party minimum 30 days written notice of non-renewal prior to the end of each 12 month term.. The contract cannot be cancelled by the client until all debts by the client to LOVEFIRE have been fully paid. 7. Terms of Payment - The Customer agrees to pay LOVEFIRE for all charges plus applicable taxes on all invoices noted on the face of this Agreement and for all taxes which may be levied upon this service. If there is a dispute about the charges, the Customer shall notify LOVEFIRE within 10 days of receiving the invoice. All amounts on all invoices are due prior to any work prescribed on each respective invoice. If an invoice is not completely paid by the Customer, LOVEFIRE is not responsible to do any work prescribed on the invoice. If at any time, payments are in arrears for more than (30) days, LOVEFIRE reserves the right to purge the Website Project from the Internet and discontinue all services without notice. 8. Late Charges - An interest rate of 2% per month (24% per annum) applies to any amount remaining unpaid 1 month following receipt of all invoices listed on the face of this contract and all future invoices. If the past due account remains unpaid, and is determined by LOVEFIRE to require further collection action, an administration fee of $150 will be added to the balance owing. 9. NSF Cheques - An administration fee of $25.00 is automatically charged to the Customer for NSF Cheques received from the Customer for all invoices listed on the face of this contract and all future invoices. The $25.00 administration fee is due upon receipt and is subject to Late Charges as described in item 8. If at any time, a cheque is returned to LOVEFIRE NSF, LOVEFIRE reserves the right to suspend the Customer’s website without notice by removing all pages from the internet and publishing generic pages in its place indicating the fact that the hosting contract is expired or temporarily suspended. The new wording and layout is at LOVEFIRE’s sole discretion and may not be changed in any way by the Customer or via the Customer’s request. 10. Privacy Provisions - Except where compelled by law, LOVEFIRE agrees to maintain all non-public information obtained in connection with this Agreement in confidence and not disclose same to any person or entity. 11. No Guarantee of Success - The Customer acknowledges that this Agreement provides no guarantee with regard to the success, derived benefits, response or of the number of visitors, display problems due to browser compatibility or browser configurations or any other computer compatibility or computer configuration issues to their Website Hosted by LOVEFIRE or hosted elsewhere during the term of the Agreement or beyond the term of the Agreement. LOVEFIRE does not guarantee website uptime and is not responsible for damages, or deletion of website files, databases, or any other website resources which may make the site partially or fully inoperable. 12. No Guarantee of Deadlines - LOVEFIRE cannot guarantee the delivery of any website project to the Customer’s satisfaction within any prescribed timeline. However all projects will be completed within a reasonable timeframe and will be deemed complete when LOVEFIRE has completed all items on the relevant invoice according to LOVEFIRE staff’s interpretation or upon launching the website on the internet. 13. Governing law, jurisdiction and venue - This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the Province of Ontario, Canada and any action or proceeding arising out of or related to this Agreement shall be brought only in the courts of such jurisdiction. The parties hereby consent to such jurisdiction and venue. 14. Ownership of Intellectual Property - The website is and will remain the intellectual property of LOVEFIRE until it is paid IN FULL by the Customer. After FULL payment of this project, the Intellectual property is automatically transferred to the Customer. Any attempt to leach, copy, or take code from LOVEFIRE prior to FULL payment will be considered theft contrary to sections 322-380 of the CRIMINAL CODE OF CANADA 15. Indemnity - LOVEFIRE is not liable for damages caused by security loopholes such as usernames and passwords, malicious software, hacking, denial of service attacks, or any other malicious attacks. LOVEFIRE is not liable for third party theft of intellectual property or sensitive information such as credit card information or any resulting damages. Any work required to repair damages, or security loopholes is not the responsibility of LOVEFIRE. LOVEFIRE is not liable for damages resulting from spelling mistakes, poor grammar, sentence structure, paragraph structure, legibility, literary logic, or any other issue arising from the way content is written or displayed. LOVEFIRE is not liable for damages caused by offensive images, poor quality images, lack of images, excessive images, or any other issue arising from image-related problems. 16. Entire Contract - This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and Supersedes any previous agreement or understanding between the parties whether oral or written. No modifications or alterations to this Agreement shall be binding upon either party unless set forth in an amending agreement duly executed and signed by both parties. 17. Non-waiver - A waiver of any breach or provision under the agreement by any party shall not be deemed to be a waiver of that provision, nor shall any waiver be construed as a continuing waiver. 18. Survival Clause - Paragraphs 1 through 16 shall survive the termination of this agreement.