RL Hanson-Online™ Web Site Agreement and Terms of Service ›››
This Web Site Package Agreement (“Agreement”) is entered into as of today (“Effective Date”) between RL Hanson-Online™, a web design, hosting, graphic art design, and website service provider (“Provider”), and your organization (“Client”).
WHEREAS, Provider licenses/sells Web Site Design Packages and Services for individuals and businesses for the purpose of advertising, printing or a bona fide web presence and Client wishes to license and/or purchase Provider’s Web Site Packages and Products as set forth in the RL Hanson-Online™ Website Order (“Web Site Order”), and agrees to all of the terms and conditions set forth in this Agreement, the Web Site Order and the RL Hanson-Online™ Web Site Terms of Use.
NOW, THEREFORE , in consideration of the foregoing, the parties hereby agree as follows:
TERM & TERMINATION
Provider will deliver a monthly service of hosting, web design, or website maintenance that Client can cancel at any time which becomes effective on the first day of their next billing cycle. There are no refunds under any and all circumstances for months which have already incurred services. For the 12 month hosting package, the annual subscription fee is divided by 12 to calculate the monthly cost and refunds issues on a pro-rated basis - starting on the next month's billing cycle. Refunds are only given in the event of staff billing errors, clients who over pay will be given credits towards their services.
Provider will deliver graphic art design or printing on a per project or per estimate basis. Client agrees and understands that additional fees may be required to complete Client product/purchase request. In addition, Client understands that the Providers good faith estimate is in fact an estimate of fees and can change based on requirements to complete Client's orders.
If Client elects to purchase an additional product, add-on or tool to be added to its web site, at any time during the Term of this Agreement, the Term for that product, add-on or tool shall be coterminous with this agreement.
If Client elects to have the additional product, add-on or tool removed from Client's website - there will be no refund in purchase price.
In addition, if Client’s account at any time becomes delinquent (defined as thirty days overdue), Provider shall have the right to terminate all licenses and services provided to Client under this Agreement (including disabling Client’s web site) and Provider will be entitled to collect all sums due immediately. If a Client’s web site is disabled due to nonpayment, Client will pay a reactivation fee of $25 before the web site is reactivated. Provider retains the right to refuse service re-instatement at it's own discretion.
Upon Providers cancellation of Web Site services to Client or upon the termination of this Agreement, Provider may ( i) replace the home page of the Web Site with a standard error message at no charge to Client; (ii) if the client’s account is current, we will release the client’s domain for transfer; (iii) invoice client for billable time and costs for actual tasks completed prior to cancellation. RL Hanson-Online™ reserves the right to refuse service without refund or dispute the account of any client found to be harassing, rude, using profanities or being less then professional with staff regardless of communication method, this includes phone, email, fascimile, chat or any other methods of communication.
Upon Clients cancellation of graphics or printing services ordered from Provider or upon the termination of this Agreement, Provider may ( i) invoice Client for billable time and costs for actual tasks completed prior to cancellation; (ii) if the client’s account is current, we will release the art files as property of Client. RL Hanson-Online™ reserves the right to refuse service without refund or dispute the account of any client found to be harassing, rude, using profanities or being less then professional with staff regardless of communication method, this includes phone, email, chat or any other methods of communication.
FEES
Client shall pay to Provider the applicable Fees ("Fees"), as stated in the Website Order or if not noted herein, the Fees as shown on the Provider’s Web Site shall be controlling. The Monthly or Annual Hosting Fees are for maintenance/service and will remain fixed for the Initial Term as defined in the RL Hanson-Online™ Web Site Package Agreement. Upon completion of the Initial Term, the Monthly Fees are subject to change by Provider at any time. Additional Fees for Premium Usage requests may be applicable. By Acceptance of this Order Request you agree to pay for all additional Fees as charged. Fees for modifications requested by Client and for support services (including without limitation those provided by telephone or e-mail) shall be charged and paid for at Provider's then prevailing standard charges for time and materials.
Hosting payments are due within 10 days of email notification of invoice. We provide hosting services without a subscription method at times when requested by our clients. Domain hosting will be suspended on the 11th day of non-payment and domain hosting terminated within 30 days of non-payment.
ACCOUNTING ERRORS - Client will resolve billing errors through our office and see the process through completion before attempting any chargeback through their credit card company. Client agrees to pay RL Hanson-Online™ any costs associated with premature chargebacks including but not limited to the fees we incur from any chargebacks ($35) and the costs of handling the chargeback.
Client acknowledges that some Web Site Packages and Products may only be purchased by automatic debit or credit card payments. For these packages/products, monthly payments by check will not be allowed. Client shall pre-pay all Fees, unless Provider otherwise agrees in writing. Monthly fees for partial months of Service will be pro-rated. Monthly Fees for hosting will be charged upon website and domain set-up. Monthly fees will be charged whether the Web Site is live or not. Any Fees that are not pre-paid shall be due and payable upon receipt of Provider's invoice. Client shall pay a late charge of 1.5% per month (or the highest amount permitted by law, whichever is lower), plus the costs of collection (including reasonable attorneys' fees) with respect to the amount of any past due Fees. Payments made by check that are returned for insufficient funds, for any reason, will be automatically charged $30.00.
Client grants Providers full unchallenged authority to bring client account balance up to date, this includes using a third party collection agency to recover funds. If your services have been terminated, prior to the end of the Initial Term or the Renewal Term, whichever is then applicable, (a) Provider will not refund to you any fees paid in advance of such termination and If you terminate your receipt of Services prior to the end of the first thirty (30) days of the Initial Term, you are not entitled to a refund of the fees you paid in advance for the monthly Services, including any set-up fees. If client intends to sign-up for a promotion and do not use the proper promotion code to receive any specials or discounts, client will be responsible for all fees associated with the sign-up. Anyone who claims that their credit card has been fraudulently used must provide a police report for any refunds. Any client who files a dispute with their credit card company and later fails to provide a police report shall be billed per hour ($30) the time we spend disputing such fraudulent claims, client shall also incur cost of legal fees involved.
Client agrees it shall be financially responsible for all product additions ordered through the RL Hanson-Online™ staff by telephonic discussions and such telephonic requests/orders shall serve as the only required authorization by Client for all billings submitted for such product additions.
PROPER SERVICE CANCELLATION - There are two cancellation methods which a client may utilize. (1) Client may login to the client cPanel area and click on "support request" and requesting a cancellation. An administrative email is sent to staff, which will begin the cancellation process. Staff will email client within 24 hours. (2) The second method of cancellation is for client to call in during normal business hours and speak with a representative. At the time of the call, if account is being closed in good standing, then client's services will be terminated within 24 hours. No other cancellation method, other then the two approved methods are valid. Simply not paying does not constitute a cancelled account; it simply means client will have a due balance. Client understands and agrees that should there ever be a dispute as to when client's account was closed, the prevailing date will be the date of account cancellation confirmation e-mail sent by RL Hanson-Online™ representatives.
CONTENT OWNERSHIP Client will own transferable, perpetual license for the Web Site design graphics/content and HTML content, created by Provider for the Web Site if they were part of a custom design package with exclusion of scripts installed for Client's use and convenience. These include programs, scripts, tools and coding which RL Hanson-Online™ has purchased for use, written or programmed for multiple Client usage. Fees paid for such add-ons are applicable only to installation and use for duration of the Provider and Client term of service. The Client shall retain such license after termination of this Agreement. This ownership/license will not include the graphics, text, scripts, object or source code, patents, trademarks or other intellectual property rights for the Provider's products/tools developed or modified for Client by Provider or used with Client’s Web Site and any database/programming code furnished or used by Provider in connection with the Web Site. The Client understands that transferring existing website files to another provider may result in undesirable effects from the server setting incompatibility with the custom programming we may provide. The Client also understands that it is solely the Client's responsibility to obtain or purchase services from either RL Hanson-Online™ or another web developer to address incompatibility issues.
CLIENT COVENANTS Client agrees that it will not distribute, electronically transmit or display any materials supplied by Client - or through Client by a third party - to any RL Hanson-Online™ hosted server in connection with Client's use of the Services which:
- violate any state, federal or foreign laws or regulations;
- infringe on any intellectual property rights (e.g., copyright, trademark, patent or other proprietary rights) of RL Hanson-Online™ or any third party;
- are defamatory, slanderous or trade libelous;
- are threatening or harassing;
- are discriminatory based on gender, race, age or promotes hate;
- violate any RL Hanson-Online™ policy posted on the RL Hanson-Online™ Site.
- contain viruses or other computer programming defects which result in damage to RL Hanson-Online™ or any third party.
Client grants permission to RL Hanson-Online™ to provide personally identifiable information and client data to law enforcement personnel, security personnel and non-law enforcement investigators with or without a warrant, to determine if crime has been committed or to assist in a possible investigation.
NO SPAM Client shall not use the RL Hanson-Online™ Services for chain letters, junk mail, spamming, or any use of distribution lists to any person who has not given specific permission to be included in such a process. Client also shall not engage in any unsolicited email practices at RL Hanson-Online™, or otherwise, that mentions or reference any domain hosted on RL Hanson-Online™ servers or parked on RL Hanson-Online™ DNS servers.
PROVIDER’S INTELLECTUAL PROPERTY Client shall not, under any circumstances resell, distribute or allow any other company, entity or person to use any of Providers products, tools, scripts, graphics, text, database/programming code and object/source code or data attained by or through Provider without Provider’s written consent. As between Client and Provider, the parties agree that Provider shall own and retain all intellectual property rights, copyrights, patents and all rights, title and interest in and to all of the products, tools, scripts, graphics, text, database/programming code and object or source codes, provided or supplied by Provider that are displayed on Client’s Web Site or used in the development or the maintenance of Client’s Web Site, aside from those items which client will own as noted above. Client further acknowledges and agrees that all of Providers Products, whether confidential or not, are subject to the copyright and trademark laws of the United States, and Client agrees not to infringe on any of those rights.
INDEMNITY Client shall indemnify, defend, and hold Provider, its officers, directors, agents, affiliates and employees harmless against any third party claim, action, suit or proceeding ( i) alleging any breach of the covenants contained in this Agreement, the Terms of Use or the Web Site Order, or (ii) arising from errors or inaccuracies in the Content of the Client’s Web Site, or (iii) any third party interception and misappropriation of data or other Consumer or Client confidential information that is transferred by email, where Client has chosen not to use a secure system for the transfer of such data. Client shall indemnify Provider, its officers, directors, employees or its affiliates for all losses, damages, liabilities and all reasonable expenses and costs (including all legal costs) incurred by Provider as a result of a judgment entered against Provider in any such claim, action, suit or proceeding. Client's obligations under this Section are conditioned upon Provider: (a) giving the Client prompt written notice of any claim, action, suit or proceeding for which Provider is seeking indemnity; (b); and reasonably cooperating with Client at Client's expense.
DISCLAIMER OF WARRANTIES: THE SERVICES, THE RL Hanson-Online™ SITE, INCLUDING WITHOUT LIMITATION, ALL PRODUCTS AND SERVICES DISPLAYED OR OFFERED ON THE RL Hanson-Online™ SITE, AND ALL TEXT, GRAPHICS, LINKS AND APPLICATIONS ARE PROVIDED TO CLIENT ON AN 'AS IS' BASIS AND WITHOUT WARRANTY OF ANY KIND. RL Hanson-Online™ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF THE FOREGOING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RL Hanson-Online™ SPECIFICALLY DISCLAIMS ANY WARRANTY THAT (1)THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (2) DEFECTS WILL BE CORRECTED; (3) THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS; AND (4) THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT.
LIMITATION OF LIABILITY: NO EVENT SHALL RL Hanson-Online™ BE LIABLE FOR DAMAGES RESULTING FROM LOSS OF DATA, PROFITS, USE OF THE RL Hanson-Online™ SITE OR ANY RL Hanson-Online™ PRODUCTS OR SERVICES, OR FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER.
LAW This Agreement will be governed, construed and enforced in accordance with the laws of the State of Kansas without giving effect to principles of conflict of laws. Both parties agree to submit to exclusive jurisdiction in Kansas with respect to this Agreement and further agree that any cause of action relating to this Agreement shall be brought and maintained in a court in Dickinson County, Kansas. Provider retains an express ability to seek immediate injunctive relief, without notice should Client breach its license and misuse the products, tools, scripts, graphics, text, database/programming code and object or source codes owned by Provider.
FORCE MAJEURE Except for the obligations to make payments, neither party shall be liable to the other or any third person for any delay or default in performing its obligations hereunder if such delay or default is caused by force majeure, such as wars or insurrections, riots, acts of government, strikes, work stoppages, labor disputes, fire, explosion, earthquake, flood, embargoes and/or inability to obtain materials, acts of God or other cause outside the reasonable control of the Party.
SEVERABILITY AND WAIVER If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
ASSIGNMENT Client may not assign this Agreement without the written consent of Provider. Provider’s rights and obligations will bind and inure to the benefit of its respective successors and assigns.
INDEPENDENT CONTRACTORS The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party.
NOTICES Any notices or communication under this Agreement shall be in writing and shall be deemed delivered to the party receiving such communication at the address specified on the http://www.rlhanson-online.com/contact.html page (1) on the delivery date if delivered personally to the party, or a representative of the party; (2) one business day after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, whether or not received, if sent by postal mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile.
COUNTERPARTS/FACSIMILE/ELECTRONIC ACCEPTANCE This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. A click through on the checkout page and accompanied by a completed payment shall constitute a valid original signature for purposes of this Agreement.
TERMS OF USE/WEB SITE ORDER . By execution of this Agreement, Client acknowledges that Client has reviewed the RL Hanson-Online™ Terms of Use that can be found at http://www.rlhanson-online.com/policy_terms.html and the Web Site Order and Client agrees to all terms and conditions as outlined therein without exception.
ENTIRE AGREEMENT If any of the provisions, or portions thereof, of this Agreement are found to be invalid under any applicable statute or rule of law, then, that provision notwithstanding, this Agreement shall remain in full force and effect and such provision or portion thereof shall be deemed omitted. This Agreement (including the Exhibits, attachments and/or addenda, if any,) represents the entire agreement of the parties with respect of the subject matter hereof and supersedes all prior and/or contemporaneous agreements or understandings, written or oral between the parties with respect to the subject matter hereof. This Agreement and the rights granted and obligations undertaken hereunder may not be transferred, assigned or delegated in any manner by Client, but may be so transferred, assigned or delegated by RL Hanson-Online™. Any waiver or any provision of this Agreement, or a delay by any party in the enforcement of any right hereunder, shall neither be construed as a continuing waiver nor create an expectation of non-enforcement of that or any other provision or right. In any legal proceeding between the parties under this Agreement, the prevailing party shall be entitled to recover its costs, expenses and reasonable attorneys' fees. This Agreement is made under and shall be governed by the laws of the United States of America, except with regard to it’s conflict of law rules. This Agreement and RL Hanson-Online™’s policies are subject to change by RL Hanson-Online™ without notice. Continued usage of the Services after a change to this Agreement by RL Hanson-Online™ or after a new policy is implemented and posted on the RL Hanson-Online™ Site constitutes your acceptance of such change or policy. We encourage you to regularly check the RL Hanson-Online™ Site for any changes or additions.
BY CLICKING “I AGREE” and or "CHECKOUT", I ACKNOWLEDGE THAT I AM AUTHORIZED TO EXECUTE THIS AGREEMENT AND THAT I AM EITHER AN OFFICER FOR THE CLIENT, A GENERAL PARTNER OF THE PARTNERSHIP OR OWNER OF A SOLE PROPRIETORSHIP, WHO HAS THE AUTHORITY TO AUTHORIZE THE PAYMENT FOR THE SERVICES CONTEMPLATED UNDER THIS AGREEMENT. I ACKNOWLEDGE THAT BY EXECUTING THIS AGREEMENT, I AM AUTHORIZING THE RECEIPT OF AN ELECTRONIC COPY OF THIS AGREEMENT IN LIEU OF A WRITTEN COPY OF THIS AGREEMENT AND I AGREE THAT AN ELECTROINIC COPY SHALL HAVE THE SAME LEGAL FORCE AND EFFECT AS A WRITTEN ORIGINAL.