This service agreement (“Agreement”) is entered into between Webstyle, Inc., a California corporation with its business address at 600 Wilshire Blvd, Suite 500, Los Angeles, California 90017 („Web.Systems“, “we”, “our”, “us”) and „User“ („you“ or „your“) as described below, collectively called the “Parties”.
- Acceptance; Eligibility and Authority.
By accepting this Agreement, User agrees to be bound by all the terms and conditions of this Agreement.
- Web.Systems may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to Web.Systems website at www.web.systems (the “Site”). Your use of the Services (as defined in Exhibit A) or this Site after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services. In addition, Web.Systems may occasionally notify you of changes or modifications to this Agreement by e-mail. Web.Systems assumes no liability or responsibility for your failure to receive an e-mail notification if such failure results from an inaccurate e-mail address.
- The Services are available only to Users who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and (iii) are not a person barred from purchasing or receiving the Services found under the laws of the United States or other applicable jurisdiction.
- Web.Systems does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use or any of your End Users, or your compliance therewith.
- If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms „you“, „your“, or „User“ shall refer to such corporate entity. If, after your acceptance of this Agreement, Web.Systems finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Web.Systems shall not be liable for any loss or damage resulting from Web.Systems reliance on any instruction, notice, document or communication reasonably believed by Web.Systems to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Web.Systems reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses the Services, whether or not authorized by you.
- Provision of Services. Web.Systems agrees to provide the User with services according to the description of the ordered Services. Web.Systems reserves the right to change or modify the features of User’s service plan and the applicable fees from time to time on 30 days written or e-mailed notice to User. User’s continued use of Web.Systems‘ Services after receipt of such a notice of modification shall constitute User’s acceptance of and agreement to be bound by Web.Systems’ modification of the terms and conditions of this Agreement.
- Accounts; Transfer of Data Abroad
- In order to access some of the features of the Services, you will have to create an account (“Account” or “User Account”). You represent and warrant to Web.Systems that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If Web.Systems has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, Web.Systems reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer number/login, password as well as payment methods and details. For security purposes, Web.Systems recommends that you change your password at least once every six months for each Account . You must notify Web.Systems immediately of any breach of security or unauthorized use of your Account. Web.Systems will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss Web.Systems or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.
- If you are accessing Web.Systems‘ Services from a country other than the United States, your communications with us may result in the transfer of information (including your Account information) across international boundaries. By visiting this Site and communicating electronically with us, you consent to such transfers.
- Agreement Term
The initial term of this Agreement shall commence on the date of execution of this Agreement and shall continue through the remainder of the calendar quarter in which this Agreement was executed (the “Initial Term”). THIS AGREEMENT WILL CONTINUE IN EFFECT ON A QUARTER-TO-QUARTER BASIS UNLESS AND UNTIL YOU TERMINATE THIS AGREEMENT OR THE ACCOUNT OR SERVICE IS OTHERWISE SUSPENDED OR DISCONTINUED BY US PURSUANT TO THIS AGREEMENT. YOU MUST TERMINATE THE AGREEMENT AT LEAST 30 DAYS BEFORE THE END OF THE CURRENT CALENDAR QUARTER IN ORDER TO AVOID AUTOMATIC RENEWAL. WE WILL BILL THE MONTHLY FEE PLUS ANY APPLICABLE TAXES USING THE PAYMENT METHOD YOU PROVIDE TO US DURING REGISTRATION (OR TO A DIFFERENT PAYMENT METHOD IF YOU CHANGE YOUR ACCOUNT INFORMATION).
- Termination Without Cause.
- User may terminate this Agreement at any time, for any reason, by contacting Web.Systems by e-mail at email@example.com, and requesting the termination of this Agreement until the end of the calendar quarter at least 30 days before the end of the calendar quarter. In the event of a cancellation, Web.Systems will not refund amounts already billed for the current monthly service period in which User terminates the Agreement.
- Web.Systems may terminate this Agreement at any time, for any reason, by providing written or e-mail notice of termination to User’s primary e-mail contact address no less than 30 days prior to the service termination.
- User shall be solely responsible for undertaking measures to maintain independent archival and backup copies of User‘s website or server content at all times.
- Termination for Cause.
User agrees to abide by the terms of this Agreement. Any violation by User of the terms of this Agreement shall be grounds for immediate termination of User’s Account for cause. If Web.Systems terminates User’s account for a violation of this Agreement under this Paragraph, Web.Systems shall not be required to refund any amounts.
- Payment Terms.
- User agrees to pay Web.Systems the amount specified on Exhibit A for the Services. Web.Systems reserves the right to change or modify its charges for User’s plan from time to time on 30 days notice written or e-mailed to User. User’s continued use of Web.Systems Services after receipt of such a notice shall constitute User’s acceptance of and agreement to be bound by Web.Systems’ modified charges for its Services.
- Service charges are payable in advance on a monthly basis. Web.Systems will invoice User at the beginning of each payment period. Web.Systems will submit all invoices to User by e-mail. Payment is due immediately upon receipt of invoice. User may elect to have payments charged to a credit card automatically on the first day of any payment period.
- User agrees to be billed for all recurring and one-time charges, including late charges, for any Services ordered by User and any fees owed to Web.Systems.
- Any charges for performing add-on requests, will not be billed until the next invoice.
- Web.Systems shall not be liable for any taxes and other governmental fees related to purchases made by User or from Web.Systems’ server. User agrees that he or she will be fully responsible for all taxes and fees of any nature associated with products or services sold through the use of or with the aid of services provided to User by Web.Systems
- General Rules of Conduct
You acknowledge and agree that:
- Your use of this Site and the Services, including any content you submit, will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations.
- You will not collect or harvest (or permit anyone else to collect or harvest) any User content or User data or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.
- You will not use this Site or the Services in a manner (as determined by Web.Systems in its sole and absolute discretion) that:
- Is illegal, or promotes or encourages illegal activity;
- Promotes, encourages or engages in child pornography or the exploitation of children;
- Promotes, encourages or engages in terrorism, violence against people, animals, or property;
- Promotes, encourages or engages in any spam or other unsolicited bulk e-mail, or computer or network hacking or cracking;
- Infringes on the intellectual property rights of another User or any other person or entity;
- Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
- Interferes with the operation of this Site or the Services found at this Site;
- Contains or installs any viruses, worms, bugs, trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
- Contains false or deceptive language, or unsubstantiated or comparative claims, regarding Web.Systems or Web.Systems’s Services.
- You agree to back-up all of your User Content so that you can access and use it when needed. Web.Systems does not warrant that it backs-up any Account or User Content, and you agree to accept as a risk the loss of any and all of your User Content.
- You will not re-sell or provide the Services for a commercial purpose, including any of Web.Systems’ related technologies, without Web.Systems‘ express prior written consent.
- You will not use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of Web.Systems’ Services (or its data), or in any way reproduce or circumvent the navigational structure or presentation of any of Web.Systems’ Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through Web.Systems.
- You are solely responsible for your service and product offerings, promotion and sales activities as well as any content that you upload on your Web.Systems Account or website, including your relationships with customers, payment service providers and third parties. You are furthermore responsible for all statements and promises you make, and for all assistance and warranty support you offer to your customers as well as for any of your customer’s complaints and claims.
- You will not provide any false or misleading contact information on your Web.Systems Account or website.
- You will not sell any products or services or provide any information, content or material, which may be deemed hazardous, counterfeit, stolen, fraudulent, offensive or abusive; which are prohibited for sale, distribution or use; or which otherwise fail to comply with any applicable laws, including with respect to consumer rights, intellectual property or privacy rights, product safety, trade regulations and sanctions, support, maintenance and export. Web.Systems may, at any time and at its sole discretion, suspend, disable access to or remove your User website and/or any User products - whether or not incorporated, published with or made a part of your User website at such time, without any liability to you or to any customers.
- Electronic Mail Abuse
- Harassment by e-mail, whether through language, frequency, or size of messages, is prohibited. User may not send e-mails to any person who does not wish to receive it. If a recipient asks to stop receiving e-mails, User must not send that person any further e-mail. Users are explicitly prohibited from sending unsolicited bulk e-mail messages (“junk mail” or “spam”). This includes, but is not limited to, bulk mailing of commercial advertising, informational announcements, and political tracts. Such material may only be sent to those who have explicitly requested it. Users may not forward or otherwise propagate chain letters, whether or not the recipient wishes to receive such mailings. Malicious e-mail, including but not limited to “mail bombing” (flooding a user or site with very large or numerous pieces of e-mail) and “trolling” (posting outrageous messages to generate numerous responses) is prohibited. Forging of header or any other information is not permitted. Subscribing someone else to an e-mail list or removing someone else from a mail list without that person’s permission is prohibited. Web.Systems’ accounts or services may not be used to collect replies to messages sent from another Internet Service Provider if those messages violate this Agreement or any usage policy of that other provider. Violations of this Agreement will result in immediate account termination.
- Violations of Network Security.
User is prohibited from violating or attempting to violate the security of Web.Systems‘ network. Violations of system or network security may result in civil or criminal liability in addition to immediate termination of User’s Agreement. Web.Systems will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. These violations include, without limitation:
- Accessing data not intended for the User or logging into a server or account that the User is not authorized to access.
- Attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures without proper authorization.
- Attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, “flooding,” “mail bombing,” or “crashing”.
- Taking any action in order to obtain services to which the User is not entitled.
- Warranty Against Unlawful Use
User warrants and represents that User shall use Services only for lawful purposes and in accordance with all valid federal, state, and local laws and regulations governing use of e-mail and the Internet, whether or not specifically prohibited elsewhere in this Agreement. Failure to abide by the terms of this paragraph shall be grounds for immediate termination of User’s account for cause.
- Availability of Web.Systems‘ Services
Subject to the terms and conditions of this Agreement and our other policies and procedures, Web.Systems shall use commercially reasonable efforts to attempt to provide the Site and the Services on a twenty-four hours a day, seven days a week basis. You acknowledge and agree that from time to time this Site and the Services may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions, periodic maintenance, repairs or replacements that we undertake from time to time, or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Services on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.
- Liability; No Warranty; Limitation of Damages.
- User expressly agrees that use of Services provided by Web.Systems is at User’s sole risk.
- WEB.SYSTEMS SHALL HAVE NO LIABILITY OF ANY KIND FOR ANY DAMAGES OR LOSS ARISING AS A CONSEQUENCE OF SERVER DOWNTIME OR UNAVAILABILITY.
- WEB.SYSTEMS, ITS AGENTS, AFFILIATES, LICENSORS OR THE LIKE, DO NOT REPRESENT OR WARRANT, EXPRESSLY OR IMPLIEDLY, THAT THEIR SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THEIR SERVICES OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION SERVICE OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THEIR SERVICES, UNLESS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT.
WEB.SYSTEMS, ITS OFFICERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE SERVICES; OR FOR ANY DAMAGES THAT RESULT FROM:
- I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE OR WEB.SYSTEMS‘ SERVICES,
- II) MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO WEB.SYSTEMS’ RECORDS, PROGRAMS, OR SERVICES,
- III) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER,
- IV) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER,
- V) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN,
- VI) ANY INTERRUPTION OR CESSATION OF SERVICES OR THIS SITE,
- VII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR OTHER MALICIOUS COMPUTER CODE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR THE SERVICES,
- VIII) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR
- IX) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT WEB.SYSTEMS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS SITE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES.
- Web.System will exercise no control over the content of the information passing through Web.Systems’ network except those controls expressly provided herein.
- WEB.SYSTEMS MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, FOR THE SERVICES IT IS PROVIDING. Web.Systems ALSO DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND WILL NOT BE RESPONSIBLE FOR ANY DAMAGES THAT MAY BE SUFFERED BY USER, INCLUDING LOSS OF DATA RESULTING FROM DELAYS OR NON-DELIVERIES. We specifically do not represent or warrant that Web.Systems’ Services (or any part, feature or content thereof) are complete, accurate, of any certain quality, reliable or secure in any way, suitable for or compatible with any of your (or your end users’) contemplated activities, devices, operating systems, browsers, software or tools (or that they will remain as such at any time), or comply with any laws applicable to you or your end users (including in any jurisdiction in which you operate), or that their operation will be free of any viruses, bugs or other harmful components or program limitations. Moreover, we do not endorse any entity, product or service (including any third party services) mentioned on or made available via Web.Systems’ Services. We are not to be considered a “publisher” of your content, we do not endorse your content, and will not be liable for any content used by you or anyone else.
- Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
- User agrees that the liability limit of Web.Systems shall in no event be greater than the aggregate dollar amount which User paid during the terms of this Agreement, including any reasonable attorneys’ fees and court costs.
- Patents, Copyrights, Trademarks, and Other Intellectual and Proprietary Rights.
- Except for rights expressly granted herein, this Agreement does not transfer any intellectual or other property or proprietary right to User. User agrees that all right, title, and interest in any product or service provided to User belongs to Web.Systems. These products and services are only for User’s use in connection with Services provided to User as outlined in this Agreement.
- User expressly warrants to Web.Systems that User has the right to use any patented, copyrighted, or trademarked material which User uses, posts, or otherwise transfers to Web.Systems servers.
- If you provide any content to Web.Systems, such as photographs, videos, music, texts, or data (“User Content”), you grant Web.Systems a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, copy, display, reformat and distribute User Content in connection with the Services and you represent and warrant that you have the right to grant to Web.Systems a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, copy, perform, display, reformat, and distribute such User Content.
- Hardware, Equipment, and Software.
User is responsible for and must provide all phones, phone services, computers, software, hardware, and other services necessary to access Web.Systems’ servers. Web.Systems makes no representations, warranties, or assurances that User’s equipment will be compatible with Web.Systems‘ Services.
User agrees to defend, indemnify, and hold Web.Systems harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys’ fees, asserted against Web.Systems, its agents, servants, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by User, User’s agents, employees, or assigns. User further agrees to defend, indemnify, and hold harmless Web.Systems against liabilities arising out of:
- Any liability of Web.Systems arising by virtue of any use of Web.Systems’ Services by User for any unlawful purpose, or in violation of any valid federal, state, or local law or regulation governing use of e-mail or the Internet;
- Any injury to person or property caused by any products sold or otherwise distributed in connection with Services provided to User;
- Any material supplied by User infringing or allegedly infringing on the property or proprietary rights of a third party;
- Copyright or trademark infringement by User, or violation by User of intellectual property rights of any other party; and
- Any defective product which User sold or distributed by means of Services.
- Attorneys’ Fees.
If legal action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire Agreement.
User agrees to keep Web.Systems informed of all current contact information for User’s account. Changes in User’s Account information may be reported to Web.Systems by e-mail at office@Web.Systems.com or on Web.Systems’ website located at www.Web.Systems.com. Failure to maintain or keep current all contact information shall be a ground for Web.Systems to terminate User’s Account for cause
- Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the state of California. User agrees, in the event any suit is brought in connection with Web.Systems’ provision of Services to User, to submit to the jurisdiction of the state of California.
In case any one or more of the provisions of this Agreement be held for any reason to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid provision(s) had never been contained in this Agreement, provided that those provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.
No waiver by Web.Systems of any breach by User of any provision of this Agreement shall be deemed a waiver of any preceding or succeeding breach of this Agreement. No waiver shall be effective unless it is in writing, and then only to the extent expressly set forth in such a writing.
- Entire Agreement.
This Agreement shall constitute the entire agreement between User and Web.Systems.
Description of services Web.Systems Booster
Scope of delivery
- A menu bar to control the internet page
- 1 Front page
- 1 page company presentation
- 1 Service Areas
- 1 page Service / Product Offerings
- 1 contact page including google Maps integration
- 1 email contact form
- Up to 100 email addresses, if required, they can be controlled remotely.
- 1 Imprint
- 20 stock pictures
- Social Media Integration
- Update of the content of the internet page up to 3 times a (contract) year without additional cost.
Search engine optimization (SEO)
- The basis for a successful internet presence is the research and analysis of search terms and term combinations and their use in the behaviour of the target group. The research and analysis of the search terms and term combinations bearing in mind the company specific characteristics.The research and analysis of the search terms and term combinations in the relevant catchment area. One to two search terms with a local (if appropriate) context will be determined for each subpage.
- Based on these search terms and term combinations, the company written content, which is suitable for online use, will be written and optimized for search engines. The general understandability and the suitability for online use will be considered in relationship to reading behaviour. Layout of text suitable for online for the start page and up to 5 search engine relevant subpages of your website. Preparation of search engine optimized text appropriate to the page headline and description. (Meta text in source code) The implementation of these texts on your web page
- Research as to the availability of the clients desired domains. If the domain has not been registered, it will be registered in the client´s name. Alternatively, an existing domain of the customer can be taken over. The customer must provide the necessary information to Web.Systems to ensure that the domain can be transferred. In the event that the customer has made no suggestions as to the domain address, IOM will suggest 2 alternatives. Should the customer not have made a decision as to the domain, IOM has the right at the time of registration to select one of the domain names, provided that other names have not been registered and register it in the client´s name and in any event, provide the necessary web services.
- Websites and Mailboxes will be provided on Web.Systems´s own servers. The maximum storage space is 5GB per post box.
- display of your Logo
- display of your company name
- display of your Contact and Imprint informations