Quality Custom Sites, LLC Terms & Conditions
THESE ARE THE TERMS AND CONDITIONS(“Agreement”) APPLICABLE TO THE PURCHASE AND SALE OF WEBSITE RELATED SERVICES AMONG YOU (“Customer”, “you” or “your”) AND QUALITY CUSTOM SITES, LLC (“Quality Custom Sites”, “us” “we” or “our”) YOU AGREE TO PAY THE SETUP FEE UPON ENTERING YOUR PAYMENT INFORMATION IN THE QUALITY CUSTOM SITES PURCHASE SYSTEM (the “Effective Date”) AND THE MONTHLY FEES FOR THE SERVICES PURCHASED FOR 12 MONTHS FROM THE DATE YOU ARE SENT AN EMAIL NOTIFYING YOU THAT THE WEBSITE IS HOSTED (the “Host Date”). THE FEES PAID TO QUALITY CUSTOM SITES ARE NON-REFUNDABLE. ENTERING YOUR PAYMENT INFORMATION IN THE QUALITY CUSTOM SITES PURCHASE SYSTEM SHALL BE DEEMED TO INDICATE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS.
IN ADDITION, YOU MAY ELECT TO PURCHASE ADDITIONAL SERVICES FROM QUALITY CUSTOM SITES, OR THEIR PARTNERS AND/OR OTHER THIRD PARTIES, WHICH HAVE THEIR OWN TERMS AND CONDITIONS AGREEMENTS AND ACCEPTABLE USE AGREEMENTS, ASIDE FROM THIS AGREEMENT. THOSE AGREEMENTS SHOULD BE PRESENTED TO YOU AT THE TIME OF PURCHASE AND/OR ACCOUNT LOGIN, AND IT IS YOUR OBLIGATION TO REVIEW, ACCEPT AND ABIDE BY THOSE AGREEMENTS AS WELL AS THIS AGREEMENT.
Quality Custom Sites reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to existing or future customers. Quality Custom Sites may make changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following Quality Custom Sites' posting of any changes or modifications will constitute your acceptance of such changes or modifications.
Quality Custom Sites will provide you with an “Advanced Website” package (the "Website"). The Design of the site shall be limited to the structure of the U-manage application chosen. Quality Custom Sites shall develop and host the Website on a network server accessible by the Internet via an assigned Universal Resource Locator ("URL") subdomain and register the Website URL with several World Wide Web Search Engines.
Quality Custom Sites will provide Customer with the Services ordered that is designed to the specifications described in the Invoice notes or attached Scope of Work. Customer understands and agrees that Quality Custom Sites will publish the Web site solely in accordance with the information provided by Customer in written form and telephone interview. Only after customer provides all information and files, Quality Custom Sites will begin building the Web site. Unless otherwise indicated in the order summary, Quality Custom Sites will deliver a complete Web site within 60 calendar days. This is dependent on the customer providing all necessary content within 7 business days of the sale and customer providing feedback on site progression stages within 2 business days. The Web site will be made available for Customer to view prior to hosting for purposes of editing for corrections to content only. Editing beyond correction of content will be considered as additional services or part of the monthly update service (if Customer selects this service) and will be billed as such. Quality Custom Sites will attempt to contact the customer to notify that the site is completed, and ready to publish. In the event the customer does not respond within 4 business days, the site shall become "passively accepted" by the customer and Quality Custom Sites will publish the site and bill any remaining amount.
This Agreement is effective upon Your use of the U-Manage application. By accepting this Agreement and subject to the terms and conditions of this Agreement, including those terms and conditions that are set forth on the Quality Custom Sites website located at http://www.qualitycustomsites.com/pages/terms-and-conditions.php ("Quality Custom Sites") that are incorporated herein by reference and may be accessed through links in this Agreement, Quality Custom Sites will provide You with a limited license to use the Software and receive the Services.
You hereby grants to Quality Custom Sites and its subcontractors the necessary rights and licenses with respect to such Website to carry out obligations under this Agreement and to make a reasonable number of archival or back-up copies as deemed necessary by Quality Custom Sites. Optionally, you may elect to purchase additional add-on services such as e-commerce, or advanced website options which are also covered by this Agreement.
Customer shall pay Quality Custom Sites for the Service provided. If Customer requires additional services, additional fees may apply based on posted rates. All rates are stated net of all applicable federal, state, and local taxes. A $20 (Twenty U.S. Dollars) collection fee will be charged for all dishonored checks. A $15 (Fifteen U.S. Dollars) fee will be assessed for the following reasons: (1) payment with insufficient funds, or (2) restart of Service terminated for nonpayment. Service will terminate after Payment is 60 days late. Quality Custom Sites may change any fee, rate, or plan upon thirty (30) days' notice (except for hosting fees [see Section 5 herein]).
This Agreement is effective as of the Effective Date and shall continue for a period of one year unless otherwise terminated by i) Quality Custom Sites if Customer breaches this Agreement or ii) Customer, in either case, Customer shall pay Quality Custom Sites an early termination fee of fifty (50%) percent of the then-current monthly fee for the remainder of the term. After one year, this Agreement shall renew for successive one-month terms unless terminated by either party for any reason.
Customer shall be responsible for the following:
a. Providing Quality Custom Sites with all relevant information and custom images (including, but not limited to, design, pamphlets, brochures, logos, and other images) in connection with development of the Website.
b. Contacting Quality Custom Sites for all changes, modifications, and enhancements to the Website and/or Service starting from the Effective Date.
c. Contacting Quality Custom Sites with notice of Customer’s decision to cancel or discontinue the Service starting from the Effective Date.
d. Obtaining Internet connectivity to access the Website, to send and receive e-mail, and to otherwise access and utilize the Internet.
e. To the extent Customer gathers any personal information about visitors to the Website, Customer will not share that personal information with any third party without first obtaining such visitor’s consent.
f. Providing current and updated contact information (including e-mail address and fax number) for Quality Custom Sites' use in contacting Customer concerning the Website.
g. Customer represents to Quality Custom Sites that Customer is at least eighteen years old and is responsible for supervising the activities of any under-age user.
h. Ensuring that the Website content provided by Customer does not infringe or violate the Intellectual Property rights (including, but not limited to, trademarks, trade names, copyrights, patents, domain registration rights, and trade secrets) or any other right of any third party (including, but not limited to, rights of privacy and contractual rights), and acquiring any authorization(s) necessary to use intellectual property or other proprietary information of third parties.
i. Ensuring the accuracy of materials provided to Quality Custom Sites, including, without limitation, website content, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer.
Customer understands that any fees and annual or monthly charges are nonrefundable.
Upon cancellation, Customer will receive a final bill reflecting the balance due for any remaining charges. Customer agrees to pay all fees incurred by Customer and billed to Customer via credit card, check, direct billing and/or third party billing arrangement. Direct billing is due upon receipt of invoice. Quality Custom Sites reserves the right to adjust its hosting fees from time to time without prior notice to Customer.
Customer will use the Service in a manner which does not interfere with or disrupt other network users, services, or equipment, and Quality Custom Sites reserves the right to terminate or suspend Service without notice if such interference is determined by Quality Custom Sites to exist. Such interference or disruption includes, but is not limited to:
a. wide-scale distribution of messages, including bulk e-mail or unsolicited spam e-mail, or wide-scale distribution of messages to inappropriate mailing lists, newsgroups, or other public or private forums,
b. propagation of computer worms or viruses, and
c. use of the network to make unauthorized entry to other computational, information, or communications devices or resources- This includes unauthorized security probing activities or other attempts to evaluate the security integrity of a network or host system without permission.
Quality Custom Sites reserves the right to deny, terminate, or suspend Service without notice if, in Quality Custom Sites' sole discretion, the Service is used by Customer in a manner that violates or may violate the following standards, and Quality Custom Sites reserves the right to reject, alter, modify, or remove the Website, Website domain name, URL address, or any Website content (including, but not limited to, any language, words, text, photographs, designs, drawings, graphics, images, symbols, or logos) which Quality Custom Sites in its sole discretion deems to be:
a. An infringement on or a mechanism designed to facilitate the infringement of a propriety interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret, or patent right. By using the Service, Customer represents and warrants that any name or word submitted to be used as all or part of the URL associated with the Website does not infringe any trademark or domain name rights of any third party. Moreover, Customer warrants that it has a present good faith intention to use the URL it requests in connection with a commercial or personal endeavor and that it is not merely "cybersquatting," i.e., obtaining the URL merely to attempt to sell the rights to the URL or subdomain to some third party.
b. In violation of any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders.
c. Offensive, including without limitation, bigotry, racism, discrimination, hatred, or profanity; is disparaging, defamatory, libelous, or results in an invasion of privacy; promotes or provides instructional information about illegal activities or physical harm or injury to any group, individual, institution or property; or infringes on a proprietary interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret or patent right; or may violate any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders; or
d. States or implies that the Website is placed by Quality Custom Sites or any party with a contractual relationship with Quality Custom Sites, or that such parties endorse the Customer’s products or services.
e. Pornographic or obscene. Quality Custom Sites neither sanctions nor permits hosted site content or the transmission of data that contains illegal or obscene material or fosters or promotes illegal activity. Quality Custom Sites reserves the right to immediately suspend or terminate any site or transmission that violates this policy, without prior notice. In the event of such termination, Customer agrees that the unused portion of any fees Customer may have paid for any Service rendered to Customer by Quality Custom Sites are an appropriate recompense to Quality Custom Sites for the time required to respond to and address issues created by Customer's illegal or obscene site/content, and Customer agrees not to seek recovery of those fees. Further, should Customer violate this policy, Quality Custom Sites will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer, the Website, the illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
f. Violent or encouraging violence.
g. Disparaging, defamatory, libelous, or resulting in an invasion of privacy.
h. Promotion or providing of instructional information about illegal activities or physical harm or injury to any group, individual, institution or property, or encouraging illegal or criminal conduct.
i. Promotion or facilitation of, or engaging in, consumer deception or fraud, drug use, drug dealing, pyramid schemes, gambling, or any other illegal activities.
j. Intentional holding of Quality Custom Sites (including its affiliates) or their employees or shareholders up to public scorn, ridicule, or defamation.
The Service are provided on an "as is" and "as available" basis. Quality Custom Sites' entire liability and Customer's exclusive remedy against Quality Custom Sites for any failure of service under this Agreement, or the performance or nonperformance of any obligation under this Agreement, shall be limited to a refund of amounts paid to Quality Custom Sites during the period of time that the Service contracted for were interrupted or not provided properly or continuously. The entire liability of Quality Custom Sites, and Customer’s exclusive remedy against Quality Custom Sites for errors in the Website (other than those errors caused by Customer) shall be the correction of such errors upon notice from Customer. EXCEPT AS EXPRESSLY STATED HEREIN, CUSTOMER’S USE OF THE SERVICE IS AT ITS OWN RISK AND QUALITY CUSTOM SITES DISCLAIMS ANY AND ALL WARRANTIES TO CUSTOMER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. QUALITY CUSTOM SITES DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. Quality Custom Sites disclaims and shall not be liable for any other loss, injury, cost or damage suffered by Customer or any third party and shall in no event be liable for consequential, special, or indirect or incidental damages, including without limitation, damages for loss of business profits, business interruption, or loss of data, arising out of or in any way connected with the use of the Website and any information available on it, and the delay or inability to use the site or any information, even if Quality Custom Sites has been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Except as expressly stated herein, Quality Custom Sites disclaims any and all warranties to Customer, expressed or implied, including implied warranties of merchantability and fitness for a particular purpose.
Quality Custom Sites will not be liable to any third parties for any direct, incidental, or consequential losses or damages suffered by such third parties for any reason, whether foreseeable or not, including, without limitation, damages for loss of profits, loss of income or earnings, loss of business opportunities, injury, or other loss or damage resulting directly or indirectly out of or in connection with the Service, or through use of the Website. The foregoing shall apply despite any negligence, misconduct, errors, or omissions by Quality Custom Sites, including without limitation its employees, representatives, agents, or technical operations. Customer assumes sole responsibility for:
a. acquiring any authorization(s) necessary to use intellectual property (including, but not limited to, copyrights and trademarks) or information of third parties;
b. acquiring any authorization(s) necessary for hypertext links to third party websites;
c. the accuracy of materials provided to Quality Custom Sites, including, without limitation, website content, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer; and
d. ensuring that the Website content provided by Customer does not infringe or violate the intellectual property rights or any other right of any third party. Quality Custom Sites shall have no liability and shall be held harmless for any content provided by Customer that infringes or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses. Quality Custom Sites disclaims any responsibility for any content, goods, and services available through the Website, or the quality or accuracy of any information in the Website. Quality Custom Sites will not endorse, warrant, or guarantee any product or service offered through the Website, and will not be a party to or in any way monitor any transaction between Customer and third-party purchasers of products or services resulting from the Service or use of the Website, including, without limitation, all sales of goods or services, credit card transactions, banking or securities transactions, or any business, service, or merchandise agreements. QUALITY CUSTOM SITES DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES TO THIRD PARTY USERS OF THE WEBSITE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.
Customer agrees to defend, indemnify, and hold harmless Quality Custom Sites and each of Quality Custom Sites' officers, directors, employees, agents, and affiliates from, against, and in respect of: (i) any and all losses, damages or deficiencies resulting from any third party claim against Quality Custom Sites in connection with the Website (including, but not limited to, website content) or the URL and (ii) all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, or judgments in respect thereof regardless of the merit thereof, including Quality Custom Sites' reasonable legal fees and expenses (whether incident to the foregoing or to Quality Custom Sites' enforcement of said rights or defense and indemnity).
Customer agrees to defend, indemnify, and hold harmless Quality Custom Sites and each of Quality Custom Sites’ subsidiaries, affiliates, officers, directors, agents, co-branders or other partners, and employees of any of the foregoing, from, against and in respect of any and all losses, costs (including reasonable attorney’s fees), expenses, damages, assessments, or judgments (collectively, “Liabilities”), resulting from any claim against any of such parties in connection with Customer’s website except to the extent that such claims directly resulted from the gross negligence or willful misconduct of the indemnified party.
Quality Custom Sites reserves the right to suspend or terminate Service with or without notice to Customer if Quality Custom Sites determines, in its sole discretion, that Customer has failed to comply with its obligations as set forth in this Agreement.
As between Customer and Quality Custom Sites, all materials, images, photos, information, and other content provided by Customer to Quality Custom Sites for inclusion to the website shall remain the sole and exclusive property of Customer. With the exception of Customer’s ownership interest as identified in the previous sentence, ownership interest to the Website, including, but not limited to, the URL address, HTML coding, scripting, copyrights, domain name(s), and all other intellectual property rights, shall remain exclusively with Quality Custom Sites. Upon termination of the Service, should Customer desire to obtain the proprietary, copyright, or ownership rights to the Website, Customer must obtain express, written permission from Quality Custom Sites, and Customer shall compensate Quality Custom Sites a royalty fee of i) if within the initial term, an early termination fee of one-hundred (100%) percent of the then-current monthly fee for the remainder of the term plus twelve (12) times the then-current monthly fee received by Quality Custom Sites for the Service or ii) if after one year, twelve (12) times the then-current monthly fee received by Quality Custom Sites for the Service, as compensation for assignment of the proprietary rights to the website. Such ownership or proprietary rights assignment shall be limited to the actual the URL address, Website and its underlying HTML script or coding as developed for Customer by Quality Custom Sites, but shall not include any rights to Quality Custom Sites' software, trade secrets, methodologies, processes, proprietary functions, know-how, and all intellectual property including, but not limited to, all copyrights, trademarks, patents, and trade secrets related to Quality Custom Sites' products or services, which shall remain the sole and exclusive property of Quality Custom Sites and its suppliers, affiliates, partners, and licensors.
This Agreement shall be governed by the laws of the State of Florida, without giving effect to principles of conflict of laws contained herein. Customer agrees that any judicial proceeding for the breach of or enforcement at law or equity of this Agreement or any provision hereof shall be instituted only in a federal or state court of competent jurisdiction in the city of Sebastian and the State of Florida, and Customer consents to the jurisdiction of such court, and waives the right to challenge the jurisdiction of such court on grounds of lack of personal jurisdiction or to seek a change of venue. This Agreement constitutes the entire agreement of the parties relative to its subject matter, and shall not be waived, modified, or supplemented in whole or in part except in a writing signed by the parties. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
Any failure by Quality Custom Sites to enforce any of its rights under this Agreement or any applicable laws shall not constitute a waiver of such right. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, Customer, Quality Custom Sites, and the court shall endeavor to give effect to the intent reflected in that provision, and the remaining provisions shall retain their full force and effect.
This Agreement does not create any agency, employment, partnership, joint venture, franchise, or other similar or special relationship between you and Quality Custom Sites. Neither party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party or its affiliates, whether express or implied, or to bind the other party or its affiliates in any respect whatsoever.
Your rights and obligations under this Agreement shall not be transferred or assigned directly or indirectly without the prior written consent of Quality Custom Sites.