THIS CUSTOMER SERVICES AGREEMENT ("AGREEMENT") FOR WEB SITE SERVICES IS ENTERED INTO
BETWEEN HOST DEPOT, INC. ("HOST DEPOT") AND THE PERSON OR ENTITY THAT ACCEPTS IT ("CUSTOMER").
HOST DEPOT IS WILLING TO ENTER INTO THIS AGREEMENT ONLY ON THE CONDITION THAT CUSTOMER PAYS THE
APPROPRIATE FEES AND ACCEPTS ALL OF THE TERMS IN THIS AGREEMENT. PLEASE READ THE TERMS CAREFULLY
BEFORE ACCEPTING THIS AGREEMENT, AS BY ACCEPTING THIS AGREEMENT YOU ACKNOWLEDGE THAT YOU HAVE READ
THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ALL THESE TERMS,
HOST DEPOT IS UNWILLING TO ENTER INTO THIS AGREEMENT, AND YOU SHOULD NOT NOT ACCEPT IT.
Host Depot provides web site design and development services via the Internet and other
platforms (the "Services") through Host Depot's web site (the "Web Site").
Customer agrees to use the Services in accordance with this Agreement and as requested
by Host Depot. Hosting Services are provided by Host Depot in accordance with the
Hosting Agreement found at HostDepot.com.
Host Depot is willing to provide Customer with the Services as set forth below. In
consideration of the foregoing and the mutual covenants set forth below, the parties
hereby agree as follows:
- Provision of Services and License
- Provided that Customer pays Host Depot the fees set forth in the order summary, Host Depot will provide Customer with the Services ordered and the web site created by Host Depot ("Deliverable") described in the order summary under the terms and conditions of this Agreement.
- Subject to the terms and conditions of this Agreement, Host Depot hereby grants to Customer a limited, personal, non-exclusive, non-transferable license to use the Deliverables set forth in the Customer order summary.
- This is a license, not a transfer of title, and is subject to the following restrictions: Customer may not (1) modify the Deliverables except with the tools incorporated into the Deliverables (2) use Deliverables for any third party commercial purpose; (3) decompile, reverse engineer, or disassemble software Deliverables, (4) remove any copyright or other proprietary notices from the Deliverables; or (5) transfer the Deliverables to another person. Customer agrees to prevent any unauthorized copying of the Deliverables.
- With respect to any Host Depot logos and/or hypertext link logos provided with the Deliverables, Customer is granted a non-assignable, non-exclusive, royalty free license solely to use the logos and/or link logo as a hypertext link icon to allow users to link from Customer's web page to the Host Depot web pages, based on the following terms and conditions:
- Customer acknowledges the validity and Host Depot's exclusive ownership of all right, title, and interest in and to the Host Depot, Hosted by Host Depot and Powered by Host Depot logos and link logo marks or other Host Depot logos and link logo marks (the Marks) and, during or after the term of this Agreement, shall not, in any way, contest, or help others to contest, such ownership or the validity of any registrations or rights of Host Depot now owned or obtained relating to the Marks.
- Customer shall not use any names, marks, terms, graphics, or other materials on its Web page or site that are likely to cause confusion with or dilute the distinctiveness of either of the Marks or to damage the reputation or commercial image of Host Depot or any of its products.
- Host Depot, in its sole discretion, may terminate this license immediately for any reason. Upon termination of this license, Customer shall immediately cease all further use of the Marks, or any other similar mark, name or logo, including, without limitation, any name or mark comprising the term "Host Depot."
Host Depot and its suppliers will at all times retain all title to and ownership of the Deliverables. Deliverables are copyrighted and are protected by worldwide copyright laws and treaty provisions. Except as provided herein, the Deliverables may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without Host Depot's prior written permission. Except as expressly provided herein, Host Depot does not grant any express or implied right to Customer under any patents, copyrights, trademarks, or trade secret information. Other rights may be granted to Customer by Host Depot in writing or incorporated elsewhere in the Deliverables.
- Obligations of Host Depot
Except for initial edits made prior to final delivery, Host Depot will have no obligation under this Agreement to correct any bugs, defects or errors in the Services or Deliverables or to otherwise support or maintain the Services or Deliverables. Notwithstanding the foregoing, Host Depot agrees to provide reasonable technical support to Customer in the form of telephone consulting and e-mail to Customer during Host Depot's normal business hours and at Host Depot's standard pricing.
- Term and Termination
- This Agreement is effective on the date Customer accepts the terms of this Agreement and shall continue unless terminated pursuant to Section 4B.
- Customer may terminate this Agreement without cause upon notice to Host Depot. Host Depot may terminate this Agreement after five (5) days written notice to Customer if customer materially breaches this Agreement, including, without limitation, failure to pay and fails to cure such breach during such five (5) day period.
- Upon the termination of this Agreement, Customer will return to Host Depot all copies of any Deliverables provided to it by Host Depot. Sections 1C, 2, 3, 4 and 6 will survive termination of this Agreement.
- Disclaimer of Warranty and Limitation of Liability
- THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE, WHICH ARE HEREBY DISCLAIMED.
- HOST DEPOT SHALL NOT BE LIABLE FOR (1) ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS OR (2) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) REGARDLESS OF THE FORM OR ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF HOST DEPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HOST DEPOT'S LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO HOST DEPOT DURING THE THREE (3) MONTH PERIOD BEFORE THE ACTION AROSE. CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND ABSENT SUCH LIMITATIONS HOST DEPOT WOULD NOT ENTER INTO THIS AGREEMENT.
This Agreement shall be governed solely by the laws of the State of Florida, excluding its principles of conflicts of laws. Any action under or relating to this Agreement shall be brought solely in the state and federal courts located in Broward County, Florida and each party hereby submits to the personal jurisdiction of such Courts. Each Party agrees that its performance under this Agreement shall in all respects conform to all applicable laws, rules and regulations of the United States governing the export of technical information. Customer may not assign this Agreement without the prior, written permission of Host Depot. Any purported assignment will be void and without any effect. This Agreement may not be modified or amended except in writing, signed by both Parties. Any purported oral modification or amendment of this Agreement in derogation of the foregoing shall be without any effect. Neither Party may waive any right hereunder except expressly and in writing. Any other purported waiver of any such right shall be without any effect. This Agreement is the entire agreement between the Parties with respect to this subject matter, and supersedes all prior and contemporaneous discussions, negotiations, communications and agreements with respect thereto.