facewebsites.com
SERVICE AGREEMENT
Last Updated: June 30, 2010
IMPORTANT:
THIS AGREEMENT IS A CONTRACT.
IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS.
PLEASE READ THIS AGREEMENT CAREFULLY, AND PRINT IT
The Parties
This Service Agreement is made between FACE Websites, LLC ("we","us", "Company" or "FACE Websites"), a Wisconsin limited liability company having its office at 1206 Tamarack Way, Verona, WI 53593 and YOU and your agents, including each Person listed as being associated with your account ("you" or "Subscriber").
RECITALS
| A. | Company is engaged in the business of providing website and hosting services. | |
| B. | Subscribers to Company's service receive access to a base "shared code" website systems (the "System"). | |
| C. | The System is proprietary to the Company. | |
| D. | The System, including all Subscriber date, is hosted by Company using the servers, data center and related services and equipment of a contracted third-party provider (the "Hosting Provider"). | |
| E. | For Subscribers that request it, Company makes email service available using the services of a contracted third-party provider (the "Email Provider") . Herein, such service shall be referred to as "Email Service". | |
| F. | The System and Company's hosting services shall be referred to collectively herein as "Company Services". | |
| G. | Subscribers are required to accept Company's Terms of Use Agreement (the "TOU"). | |
| H. | As a Subscriber you wish to subscribe to such Company Services and Email Services as you have chosen electronically at www.facewebsites.com (the "FACE Site") or otherwise ordered from Company. | |
| I. | The website Company provides for you using Company Services shall be referred to herein as "Your Site". | |
| IN CONSIDERATION and exchange of the mutual covenants of the Parties and the mutual benefits to be received under this Agreement, the Parties agree as follows: | ||
| 1. | The Recitals put forth above are incorporated and made a part of this Agreement | |
| Terms of Use: Policies; Definitions | ||
| 2. | You hereby accept all the terms and conditions of the TOU, as the same may be amended from time to time. (see "Terms of Use" policy posted on the FACE Site) | |
| 3. | This Agreement is in addition to, and shall be read with, the TOU. | |
| 4. | You acknowledge and accept the privacy policy found at and all other notices and policies posted on the FACE Site (collectively, the "Policies"). The Policies are incorporated herein by this reference, and you agree to their terms. You should review the Policies frequently and carefully. To the greatest extent possible, this Agreement, the TOU and the Policies shall be read together so as to accomplish the Parties' mutual intent | |
| 5. | In this Agreement the term "Person" has the meaning put forth in the TOU. | |
| 6. | In this Agreement the term "Materials" means, without limitation: pictures, graphics, photographs, trademarks, logos, text, comments, videos and other audiovisual work, sound recordings, musical compositions, lyrics, and all other works and intellectual property of any type or kind posted to Your Site. | |
| 7. | In this Agreement the term "Your Data" includes your Registration Data and any other information you provide to Company; Materials; and any information you collect from any other Person through or using Your Site. | |
| Services | ||
| 8. | Collectively, all Company Services and Email Services you either choose electronically at the FACE Site or otherwise order from Company shall be referred to herein as "Your Services". | |
| 9. | You are solely responsible for obtaining and maintaining your own domains. | |
| Your account | ||
| 10. | To order Your Services, you will have to register and create an account. You may not use any other Person’s account. You agree to provide accurate, current and complete information as Company may request ("Registration Data"). You agree to maintain and promptly update your Registration Data and any other information you provide to Company, to keep it accurate, current and complete; and to be fully responsible for all use of your account and Your Site and for any actions that take place using your account and/or Your Site. | |
| 11. | You consent and authorize us to verify your Registration Data | |
| 12. | You are solely and entirely responsible for any charges, damages and liabilities incurred under your account, including but not limited to those relating to Your Services and any use of Your Site. You agree to notify us immediately of any unauthorized use of your account or any other breach of security known to you. | |
| 13. | You acknowledge that Company does not guarantee the complete privacy or security of Your Data. | |
| 14. | Company, in its sole discretion and without notice to you, may freeze or otherwise disable access to your account, Your Services and/or Your Site for a reasonable period of time to investigate any good faith suspicion Company may have regarding activities occurring under your account that may be in violation of this Agreement, the TOU, the Policies and/or applicable law. | |
| 15. | You agree that, without limitation, your failure to abide by any provision of this Agreement, the TOU, the Policies or the law, your willful provision of inaccurate or unreliable Registration Data, your failure to update your Registration Data to keep it current, complete or accurate, and/or your failure to respond to inquiries from Company concerning the accuracy of your Registration Data shall be considered a material breach of this Agreement. | |
| Payment | ||
| 16. | You agree to pay all fees and charges relating to Your Services (“Your Fees”), in accordance with the terms and conditions of this Agreement, the TOU and the Policies. | |
| 17. | Payment of Your Fees shall be made to Company in United States dollars. | |
| 18. | Company shall invoice for Your Fees on a quarterly basis. Your Fees are due immediately upon invoice and are nonrefundable. Invoices shall be delivered via email to the email address listed in your Registration Data. Company shall have no liability for misdelivered or nondelivered invoices, and failure of delivery shall not relieve you of any obligations hereunder. | |
| 19. | You hereby authorize and request Company to make automatic withdrawals for Your Fees by initiating debit entries to the bank account you identify in your Registration Data (your “Payment Account”). You authorize and request the financial institution at which your Payment Account is housed to accept debit entries initiated by Company to your Payment Account. | |
| 20. | You may terminate authorization to make withdrawals from a Payment Account by providing written notice to Company. Any such notification to Company shall be effective only with respect to entries initiated by Company after receipt of such notification and a reasonable opportunity to act on it. | |
| 21. | If you fail to provide Company with information sufficient to make withdrawals from a Payment Account, and/or you terminate Company’s authorization to make such withdrawals, and/or your Payment Account lacks sufficient funds, you will be considered a “Net-30 Subscriber.” If you are a Net-30 Subscriber: | |
| a. | You agree to supply Company with such credit information as Company may require, and you agree that Company may terminate this Agreement, Your Site and Your Services at any time and without liability or obligation to you if in its sole discretion Company determines that your credit information is either incomplete or unsatisfactory. |
| b. | Your Fees shall be paid in full within thirty (30) days of each invoice. |
| 22. | Interest will accrue on all Company invoices thirty days past due at the rate of 1.5% per month. |
| 23. | You shall be responsible for Company’s costs of collection hereunder, including reasonable attorney fees. |
| 24. | All payment provisions hereunder shall survive termination of this Agreement. |
| 25. | If Company has authorized you to pay for Your Services with a credit or debit card or similar form of payment (a "Card” payment method), you authorize Your Fees to be billed from time to time to your Card account. Regardless of the method of payment, it is your sole responsibility to advise Company of any billing problems or discrepancies within thirty (30) days after such discrepancies or problems become known to you. Your Card issuer agreement governs the use of your designated Card account; you must refer exclusively to such issuer agreement, and not this Agreement, to determine your rights and liabilities as a Cardholder. |
| 26. | Checks issued by Company to any Subscriber, for any purpose, are VOID after 180 days from the date of issue. Subscribers who fail to cash Company-issued checks within such 180-day period will be charged a $5.00 fee for re-depositing funds from the stale check to the Subscriber’s Account. Subscribers requesting replacement checks will be charged an additional $5.00 fee for issuance of the replacement check. |
| 27. | By using Your Services you are consenting to have Your Data transferred to and processed in the United States. |
| 28. | You expressly agree that any third party functionality (including products, services or offerings) that are available to you as a part of Your Services shall be used by you in accordance with the terms of any relevant third party licenses. Your failure to abide by any third party license may result in the immediate termination of Your Services by Company. Company does not control such third party functionality and is therefore not liable for any issues of any kind relating to the third party functionality. Company reserves the right, at its sole discretion, to terminate, suspend, cancel or alter your access to third party functionality at any time. |
| Contract for Serviced | |
| 29. | The Parties acknowledge that this Agreement does not create a partnership, joint venture, franchiese, distributorship or like relationship, and is exclusively a contract for service. |
| Proprietary Rights | |
| 30. | You acknowledge and agree that nothing in this Agreement shall be deemed to grant, whether expressly, by implication, estoppel, forfeiture or otherwise, any ownership, license, entitlement or other proprietary rights under any foreign or domestic law governing inventions, patents, trademarks, service marks, trade secrets, copyrights or franchise, any right or license in or to the System or any accompanying documentation or any derivative works thereof. |
| 31. | You hereby grant to Company such nonexclusive licenses to use, store, reproduce, adapt, delete, publish, distribute, display, perform, disclose, manipulate, and modify Material as may be necessary for Company to provide and deliver Your Services. |
| 32. | You warrant and represent that You exclusively own or have in proper form obtained the right to grant to the Company the licenses and authorizations described herein without the consent or authorization of any other person or entity, and that the exercise of any such rights, licenses, or authorizations will not infringe any copyright or other intellectual property right or rights or privacy rights of any other person or entity. |
| 33. | You acknowledge and agree that any modifications, enhancements, updates, error corrections, ideas, suggestions, information, translations, changes to the System or accompanying documentation performed, created or contributed by Company or you (“Submissions”) are non-confidential and shall belong exclusively to Company and, if performed, created or contributed by you (or your employees or agents), you hereby irrevocably assign to Company all related ownership rights, including intellectual property rights, and irrevocably waive all other rights (including moral rights) you might have in or to such Submissions. Company shall be entitled to the unrestricted use and dissemination of Submissions for any purpose, commercial or otherwise, without notice, attribution or compensation to you. You warrant and represent that you have or will obtain in proper written form the agreement of all your employees and agents to this provision, and you understand that Company is relying on this warranty and representation. |
| 34. | Contingent upon your compliance with all the terms and conditions of this Agreement, Company grants you a personal, revocable, nontransferable, and non-exclusive license to access and make use of the System. Without limiting other provisions of this Agreement, the TOU or the Policies, this license is subject to the following terms and conditions: |
| a. | You do not, and do not allow any Person to, copy, modify, create a derivative work from, or attempt to transfer any right in the System. |
| b. | You do not upload, download or modify the System or any portion of it, without our express written consent. |
| c. | You do not download upload, download, modify or exercise any other right to any Materials you do not exclusively own, without a written license from the owner(s). |
| d. | This license expressly excludes any resale of the System. This license expressly excludes any derivative use of the System and any use of data mining, robots, or similar data gathering and extraction tools. |
| e. | The System, its individual components and all associated intellectual property rights (including but not limited to compilation, organization and display of content as well as all software and inventions used on and in connection with the System) are the sole and exclusive property of Company. All rights reserved. The System is protected by all applicable federal and international intellectual property laws. You agree not to reproduce, reverse engineer, decompile, disassemble or modify any portion of the System. |
| f. | Except as expressly provided in this Agreement, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the System, and Company reserves all rights not expressly granted hereunder. |
| User Conduct and General Practices | |
| 35. | You agree not to use the System or Your Site in any unlawful manner or, without limitation, to: |
| a. | harvest or collect email addresses or other contact information from others who have not specifically opted to provide you with such information; |
| b. | damage, disable, overburden or impair the System; |
| c. | use automated scripts to collect information from or otherwise interact with the System; |
| d. | upload, post, transmit, share, store or otherwise make available any content for purposes that could subject Company to liability, including but not limited to content that is threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, fraudulent, invasive of privacy or publicity rights, or otherwise actionable; |
| e. | impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any Person; |
| f. | upload, post, transmit, share or otherwise make publicly available any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; |
| g. | upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; |
| h. | intimidate, stalk or harass another; |
| i. | upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; |
| j. | provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) pursuant to Section 219 of the Immigration and Nationality Act. |
| 36. | Any terms of use, privacy notice or any other policy or agreement you post on Your Site is exclusively between and among you and those who use or visit Your Site. You agree to and do hereby indemnify and hold harmless Company and each of its parents, subsidiaries, affiliates, successors, heirs, assigns, insurers, agents, present or former employees, officers and directors from any and all loss, expense and damage (including but not limited to lost profits, costs and attorney fees) occasioned by any claim, demand, suit, recovery or agreement arising out of any dispute between or among you and any Person who uses or visits Your Site. |
| 37. | Company reserves the right at any time and from time to time to modify or discontinue the System (or any part thereof), temporarily or permanently, with or without notice. You agree that Company shall not be liable to you or to any Person for any modification, suspension or discontinuance of the System |
| Backup; Reconstruction of Lost Data | |
| 38. | You agree and understand that you are solely responsible for implementing sufficient backup procedures and checkpoints to satisfy your particular requirements for Your Data and for maintaining a means external to the System and Your Site for the reconstruction of any lost data. |
| Disclaimer and Limitations; Indemnification | |
| 39. |
THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY PUT FORTH IN THE TOU APPLY WITH EQUAL FORCE TO THE SYSTEM AND YOUR SERVICES (see "Disclaimer and Warranties" policy on the FACE Site) |
| 40. | You shall indemnify, defend and hold Company, its officers, directors, employees, and agents, harmless from and against any and all losses, expenses, damages, awards, payments, costs, and fees (including reasonable attorney fees) that may be imposed on the Company resulting from any violations of this Agreement (including negligent or wrongful conduct) by you. |
| Terms and Termination | |
| 41. | This Agreement shall commence as of the date you accept it electronically and shall continue month-to-month. You may terminate this Agreement upon thirty (30) days’ written notice to Company. |
| 42. | This Agreement may be terminated by Company immediately if either Party shall be declared insolvent or bankrupt or makes an assignment for the benefit of creditors. |
| 43. | This Agreement may be terminated by Company immediately in its sole discretion if you fail to comply with any term or condition of this Agreement, the TOU, the Policies or applicable law. |
| 44. | Company may provide notice of termination in any form and via any method of delivery. |
| 45. | Termination of this Agreement for any reason shall have no effect on your obligation to pay any outstanding invoices, nor to pay for any services rendered by Company but not yet invoiced at the time of termination. |
| 46. | Upon termination of this Agreement for any reason, Company shall have no obligation to provide or continue providing Your Services, and Your Site shall be removed immediately from public view. |
| Acceptance of Electronic Contract | |
| 47. | By entering the company name, your name and title, and the date you agree that this Agreement has the same legal force and effect as a written contract with your written signature and that it satisfies any laws that require a writing or signature, including any applicable statute of frauds. You further agree that you shall not challenge the validity, enforceability or admissibility of this Agreement on the grounds that it was electronically transmitted or authorized. A printed version of this Agreement shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You acknowledge that you have had the opportunity to print this Agreement. |