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TERMS AND CONDITIONS FOR USING THE COMPROTEX
SOFTWARE, INC. WEBSITE
Comprotex Software, Inc. agrees to provide,
and you agree to use and pay for, certain services according
to the terms and conditions set forth herein ("Agreement").
Your use of any such services, including without limitation
the placement of information or other material on our computer
hardware or on our network, whether placed there directly by
you, at your direction or otherwise, constitutes your acknowledgment
that you have read and understood this Agreement and that you
agree to be bound by its terms and conditions. If you do not
wish to be bound by the terms and conditions of this Agreement,
you may not use any of our services or place, directly, indirectly
or otherwise, any information or other material on our computer
hardware or on our network.
1. Conduct. Our computer hardware, software,
network and other services we may provide ("Our Services")
may only be used for lawful purposes. Any use of Our Services
which violates any local, state, federal, or international
law or regulation, which may apply to us, to your local jurisdiction,
or to any jurisdiction that you or your Web site may be subject
to, is strictly prohibited. Any use of Our Services which violates
any such law or regulation will result in termination of Our
Services to you and will be reported to the appropriate authorities.
You agree to comply with our Acceptable Conduct Policies, which
are published on the Internet, and which are incorporated herein
by reference. You agree to adhere to all policies and procedures
which we publish on the Internet or of which we otherwise notify
you, including, without limitation, policies which restrict
Our Services, certain features of Our Services, and policies
designed to protect or enhance the quality and reliability
of Our Services. You agree that such policies and procedures
are also incorporated herein by reference. We reserve the right
to refuse to post or to remove any information or materials,
in whole or in part, that, in our sole discretion, is unacceptable,
undesirable, or in violation of this Agreement.
2. Indemnification. You agree to indemnify,
hold harmless and defend us, our shareholders, directors, officers,
agents, employees, affiliates, subsidiaries, partners, associates,
suppliers, distributors and contractors from any and all loss,
liability, penalties, damages, costs, expenses, attorneys'
fees, causes of action or claims caused by or resulting directly
or indirectly from your use of Our Services or your violation
of any of the terms of this Agreement, which damages either
you, us, or any other party or parties, without limitation
or exception. This indemnification and hold harmless agreement
extends to all issues associated with your use of Our Services
and your compliance with this Agreement, including but not
limited to domain name selection and Web site content.
3. Refusal, Suspension or Discontinuance of
Our Services. We reserve the right to refuse, suspend or discontinue
Our Services to anyone at our sole discretion. We may deny
you access to all or part of Our Services without notice if
you engage in any conduct or activities that we, in our sole
discretion, believe violates any of the terms or conditions
of this Agreement. We may suspend or discontinue Our Services,
at any time and without notice, due to unpaid amounts you owe
us and charge you a reconnection fee subsequent to such suspension
or discontinuance of Our Services. We have no responsibility
to notify any third-party providers of services, merchandise,
or information, nor any responsibility for any consequences
resulting from such refusal, suspension, discontinuance or
lack of notification.
4. No Warranties. WE MAKES NO WARRANTIES OR
REPRESENTATIONS OF ANY KIND FOR OUR SERVICES. OUR SERVICES
ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON INFRINGEMENT,
OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. NO ADVICE OR INFORMATION GIVEN BY US OR OUR AGENTS
OR EMPLOYEES OR ANY OTHER PERSON OR ANY OTHER ENTITY SHALL
CREATE A WARRANTY OF ANY KIND. WE PROVIDE NO WARRANTY THAT
OUR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY
INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE ON OUR COMPUTER
HARDWARE OR ON OUR NETWORK IS FREE FROM VIRUSES OR OTHER HARMFUL
COMPONENTS OR MEETS ANY USER'S PARTICULAR STANDARDS, REQUIREMENTS
OR NEEDS. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY
DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, INCIDENTAL
OR SPECIAL DAMAGES INCLUDING BUT NOT LIMITED TO DAMAGES FOR
LOSS OF CURRENCY, FUNDS, DATA, PROFITS OR GOOD WILL, OR DAMAGES
THAT RESULT IN ANY WAY FROM YOUR USE OF, OR INABILITY TO USE,
OR FOR THIRD PARTIES' USE OF, OR INABILITY TO USE, OUR SERVICES
TO ACCESS YOUR WEB SPACE, OUR COMPUTER HARDWARE, NETWORK OR
OUR SERVICES, OR TO ACCESS THE INTERNET OR ANY PART THEREOF,
OR YOUR OR ANY THIRD PARTIES' RELIANCE ON OR USE OF INFORMATION,
SERVICES, OR MERCHANDISE PROVIDED ON OR THROUGH OUR SERVICES,
OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION
OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION,
OR ANY FAILURE OF PERFORMANCE, EVEN IF Comprotex Software,
INC. HAD BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES,
INJURIES OR LOSSES. IF YOU ARE DISSATISFIED WITH OUR SERVICES
OR ANY OF OUR TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES,
OR PRACTICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE
USING OUR SERVICES.
5. Data Processing Programs. Notwithstanding
anything herein to the contrary, neither any data processing
program, nor any idea, invention, technique, concept or formula
relating to data processing, whether such program, idea, invention,
technique, concept or formula is submitted by you to us for
the purposes of this Agreement or developed by us, shall be
accepted or held by us on a confidential basis. We shall be
free to use the information, knowledge and "know-how" contained
in any program, idea, invention technique, concept or formula
in any way which we may deem, at our sole discretion, to be
appropriate.
6. No Inducement to Infringe. You shall not
cause us to infringe upon any patent, license, copyright or
other proprietary right or violate any other right (including
but not limited to the right to royalties or license fees)
of any other person or entity. You also represent and warrant
that (i) you are and at all times will be free of any contractual
obligation that would prevent you from entering into this Agreement
and complying with all terms and conditions hereof, and (ii)
Our offer to provide Our Services hereunder in no way caused
or induced you to breach any contractual obligation.
7. ECPA Notice and Monitoring. We reserve the
right, but are not obligated, to monitor and/or record any
and all communications through or with our computer hardware,
software and network. You agree that we are not considered
a "secure communications medium" for the purposes
of the Electronic Communications Privacy Act ("ECPA"),
and that no expectation of privacy is afforded. You agree that
we have no obligation to, but that we do have the right to,
and may, monitor and/or record Our Services from time to time
and at any time. Further, we may disclose any information which
we determine, at our sole discretion, is necessary to satisfy
any law or regulation, or to protect us, our customers or others.
We may also, but are not obligated to, filter out and prevent
the delivery of unsolicited and bulk e-mail (commonly referred
to as "SPAM" or "UCE") and other similar
electronic messages, which we determine, in our sole discretion,
to be undesirable.
8. Current Identification Information. You agree
to supply us with, and continue to keep us informed of, your
current, correct and truthful name, postal address and telephone
number. You also agree and warrant that you are an authorized
user of any credit card and/or any bank account, which you
direct us to charge and agree that we have the right, but not
the obligation, to fully investigate any possible fraudulent
use of such credit card and/or such bank account. You individually,
or as the person or the authorized representative of the entity
legally responsible for the use of Our Services, acknowledge
and warrant that you are at least 18 years of age and are fully
authorized to make this Agreement.
9. Security. You agree that the security of
information and other materials which you post, publish, transmit,
receive and store on our computer hardware and on our network,
is solely your responsibility. You further agree that if you
believe your security, our computer hardware, software or network
has been compromised in any way, you will notify us immediately
by telephone and in writing. You agree that if any security
violations are believed to have occurred, we have the right
to suspend your access to Our Services pending an investigation
and resolution. You further agree that we have the right to
cooperate in any government or legal investigation or proceeding
regarding any aspect of Our Services, including products or
services sold to, or used by, you and products or services
sold or offered for sale by you. You acknowledge that you understand
that by placing information on our computer hardware and on
our network that such information becomes available to all
Internet users and that we have no way of limiting or restricting
access to such information or protecting such information from
copyright infringement. You assume total responsibility and
risk for your use of Our Services and the Internet. It is solely
your responsibility to evaluate the accuracy, completeness,
and usefulness of all opinions, advice, services and other
information, and the quality and merchantability of all merchandise
and services provided through us or through the Internet generally.
10. Backup of Data. Your use of Our Services
is at your sole risk. We are not responsible for files, data,
images and other materials which are stored on our computer
hardware or on our network. You agree that you are solely responsible
for all such materials and that you will maintain a backup
copy of all such materials.
11. Work Product. You agree that any web site,
web page, script program and other work which we create or
modify, in whole are in part, ("Work Product") is
owned by us and is protected by United States copyright laws
and international treaty provisions, notwithstanding any copyright
notice or other notice to the contrary which may be placed
on such Work Product by us or by anyone else. You agree that
you will not remove or modify our copyright notice or any other
copyright notice which is placed on the Work Product by us,
or to do anything else, whatsoever, which would subordinate
our copyright and ownership of the Work Product.
12. Marketing You agree that we may use your
name and/or your web site's URL for marketing purposes. You
also agree that we may place a footer line and/or logo on the
pages of your web site, which identifies us, including the
URL of our home page and our e-mail address, as your hosting
provider and/or the designer or creator, in whole or part,
of your web site. You agree that you will not remove or modify
such footer line and/or logo, without our expressed written
permission, except, however, you may remove such footer line
and/or logo, which identifies us as your hosting provider,
at such time that we are no longer your hosting provider.
13. Billing and Payment. You shall promptly
pay for Our Services at our offices, in U.S. currency, and
in accordance with our price lists which are published on the
Internet and otherwise in accordance with our latest quotation
for any item or service which is not listed in our price lists.
Such price lists and quotation are incorporated herein by reference.
You shall also promptly pay all applicable sales, use or other
applicable taxes and for any supplies and expenses (including
without limitation, expenses for shipping, postage, telephone,
fax, travel and lodging) which are incurred in connection with
Our Services. All billing is billed in 1/4 hour (15 minute)
increments at the prevailing rates. You agree to pay in advance
of the time period during which Our Services are provided to
you and to promptly pay us upon your receipt of our billing.
You agree that all setup and other fees are nonrefundable.
You agree that if you are paying by pre authorized credit card,
check or bank draft, we may charge such credit card or bank
account for the amounts due us from time to time, without notice.
You agree that we have the right to charge you interest of
10% per annum on past due amounts due us, to charge you a $25.00
fee each time a check or draft is returned unpaid by your bank
or credit card provider, to suspend or discontinue/cancel Our
Services, at any time and without prior notice, due to any
unpaid amount which you owe us and to charge a reconnection
fee (i) of $50 following each such suspension; and (ii) equal
to the setup fee for the particular Service(s) plus $25, but
subject to a minimum of $100, following each such discontinuance/cancellation.
You agree that we are not obligated to release any of your
property, including without limitation, information and other
material stored on our computer hardware or on our network,
until you have paid all amounts due us hereunder. You further
agree that we, at our sole election, are granted a lien on
your property in our possession and have the unrestricted right,
but are not obligated, to sell such property to satisfy any
amounts due us hereunder and that you will continue to be obligated
to pay any balance not satisfied by such sale, if any.
14. Notification of Billing Dispute or Error.
If you dispute our billing, or believe in good faith that we
have made an error in our billing to you, you shall notify
us in writing within thirty (30) days after said billing was
issued to you. Such notice shall set forth the basis for your
dispute.
15. Attorney and Collection Fees. If we incur
any cost or fee from an attorney, collection agency or otherwise
in attempting to collect any amounts due us hereunder, then
you shall pay us, upon demand, the amount of such cost or fee.
Further, in the event of any litigation between us in connection
with this Agreement, the prevailing party shall be entitled
to recover its reasonable costs and attorneys fees.
16. Taxes. You agree to be fully responsible
for the timely payment of any and all taxes which are levied
in relation to your purchase or use of Our Services.
17. Termination. Notwithstanding anything herein
to the contrary, this Agreement may be terminated by you or
by us, with or without cause, by giving the other party thirty
(30) days advance written notice. Notwithstanding anything
herein to the contrary, a termination shall not extinguish
or diminish any of the rights and obligations which were accrued
hereunder prior to the effective date of such termination.
18. Relationship. Our relationship is that of
independent contractors. Neither this Agreement nor any of
the activities contemplated hereby shall be deemed to create
any partnership, joint venture, agency or employer-employee
relationship between you and us.
19. Default. If you shall fail to pay us any
amount due hereunder within five (5) days after receipt of
notice that the same is past due, or if you are in default
under any other agreement in effect between you and us, or
if either of us fails to comply with any provision of this
Agreement and such failure continues for a period of thirty
(30) days after receipt of notice thereof, then you or us,
as the case may be, shall be deemed to be in default and the
other party shall have the right (i) to terminate this Agreement,
and (ii) in addition, but subject to any limitations contained
in this Agreement, to pursue any and all rights which may be
available to it. Notwithstanding anything herein to the contrary,
so long as you are in default under this Agreement or any other
agreement in effect between you and us, we shall have no obligation
to provide Our Services or to perform any other duties under
this Agreement or any other agreement until such time that
you have cured such default.
20. No Waiver of Remedies. The failure by either
of us to exercise any option or right upon a default or breach
of any of the terms of this Agreement shall not be construed
as waiving such right or option at a later date. Further, all
of such rights or options shall be cumulative and the exercise
of any one such right or option shall not preclude the exercise
of any other right or option. No exercise of, or delay or omission
to exercise, the rights and powers herein granted shall be
held to exhaust the same or be construed as a waiver thereof,
and every such right and power may be exercised at any time
and from time to time.
21. Force Majeure. Notwithstanding anything
herein to the contrary, we shall not be considered in default
hereunder or have any liability to you for any failure to perform
if such failure arises out of causes beyond our control. Such
causes include, without limitation, acts of God or a public
enemy, acts of the government acting in any capacity, fires,
floods, epidemics, quarantine restrictions, strikes, war, civil
disturbance, riots, rebellion, freight embargoes, degradation
of telephone or other communication service, electrical outage
and weather conditions.
22. Notices. Any notice which either of us desires
to give in connection with this Agreement shall be in writing
and shall be deemed to have been duly given or sent if delivered
personally or if mailed, certified mail return receipt requested
in a postage-paid envelope, which is addressed, as the case
may be, to you at your last address on record with us or to
us at our address as published on the Internet. Notwithstanding
anything herein to the contrary, we may transmit billings and
past due notices via e-mail or other electronic means and such
billings and past due notices shall be deemed to have been
duly given or sent when transmitted by us.
23. No Assignment. You shall not assign this
Agreement without our prior written consent.
24. Captions. All captions and headings to the
sections and subsections of this Agreement have been inserted
for convenience of reference only and shall not be construed
as a part hereof.
25. Governing Law. THIS AGREEMENT IS BEING MADE
AND ENTERED INTO IN THE COUNTY OF DALLAS, STATE OF TEXAS, AND
IT SHALL BE GOVERNED AND CONSTRUED UNDER THE LAWS OF THE STATE
OF TEXAS. ANY SUIT FILED IN CONNECTION WITH THIS AGREEMENT
SHALL BE FILED IN A COURT OF COMPETENT JURISDICTION IN DALLAS
COUNTY, TEXAS. THE PARTIES HERETO INTEND THAT THIS AGREEMENT
SHALL BE GOVERNED BY ARTICLE ONE AND TWO OF THE UNIFORM COMMERCIAL
CODE OF THE STATE OF TEXAS NOTWITHSTANDING THAT SUBSTANTIAL
SERVICES MAY BE RENDERED HEREUNDER IN FURNISHING OUR SERVICES.
26. Severability. If any clause or provision
of this Agreement is determined by a court of competent jurisdiction
to be void, invalid, illegal or otherwise unenforceable under
any present or future law effective during the term hereof,
then the remainder of this Agreement shall not be affected
thereby, and in lieu of such clause or provision, there shall
be added as a part of this Agreement a clause or provision
as similar in terms to such void, illegal, invalid or otherwise
unenforceable clause or provision as may be possible and be
legal, valid and enforceable.
27. Entire Agreement. This Agreement, including
any and all documents incorporated herein by reference, constitutes
the entire agreement between you and us with respect to the
subject matter hereof, and it supersedes all prior and contemporaneous
agreements, contracts, understandings, proposals and negotiations
with respect to such subject matter. The terms and conditions
of this Agreement shall prevail and be exclusive notwithstanding
any additional or different terms or conditions of any purchase
order which may be issued by you in connection with the furnishing
of Our Services hereunder.
28. Acknowledgment. The terms and conditions
of this Agreement, including without limitation our prices
and price lists and all documents incorporated herein by reference,
may be amended by us from time to time and at anytime, without
prior notice, provided such amended information is published
by us on the Internet. You agree to frequently refer to this
document, and all documents incorporated herein by reference,
on the Internet. You agree that your use and/or continued use
of any of Our Services, including without limitation the placement
or storage of information or other material on our computer
hardware or on our network, whether placed there directly by
you, at your direction or otherwise, constitutes your acknowledgment
and continuing acknowledgment that you have read and understood
this Agreement, including all documents incorporated herein
by reference, and that you agree and continue to agree to be
bound by its terms and conditions.
Trademarks
The following is a partial list of trademarks owned by Comprotex Software,
Inc.: Comprotex; Comprotex Web Development; Comprotex Web Design; CBD.
Copyright
Copyright ©1994-2007 The Comprotex Software, Inc. All rights reserved.
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