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HyperQuad Solutions
Website Design Service and Maintenance Agreement |
| This HyperQuad Solutions Custom Website Design Service and Maintenance Agreement ("Agreement") is entered into by and between HyperQuad Solutions ("HyperQuad Solutions") and you and your heirs, agents, successors and assigns (collectively, "You"), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of HyperQuad Solutions Custom Website and its related services (collectively, the "Services") and represents the entire agreement between You and HyperQuad Solutions concerning the subject matter hereof. By using the Services, You acknowledge that You have read, understand, acknowledge and agree to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies including, but not limited to, the Universal Terms of Service that HyperQuad Solutions may establish from time to time, in its sole discretion, and any agreements that HyperQuad Solutions is currently bound by or may become bound by in the future. All HyperQuad Solutions policies and agreements related to Your use of the Services are incorporated herein and made part of this Agreement by reference. |
Design Services
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| Depending on the level of service purchased, HyperQuad Solutions will create a custom web site tailored toward Your reasonable expectations. The service will include an initial interview, presentation of the initial design and one round of design updates and one round of site update revisions. HyperQuad Solutions will require all content copy and high quality images for inclusion in your custom site. Requests for additional design updates or site updates beyond the first update will result in additional hourly design fees based on our number of additional hours worked. All material must be supplied in an electronic file format and transmitted to HyperQuad Solutions electronically via email or file upload. Files that are too large to be transmitted electronically can, by prior arrangement, be delivered on a CD to our facilities via any standard shipping carrier. Content can, by prior arrangement, be faxed or sent to our facilities in hard copy format. Content delivered in hard copy format may incur additional fees for electronic conversion. HyperQuad Solutions is not responsible for delays in custom website completion due to delays in the receipt of shipped items. HyperQuad Solutions, in its sole discretion, may require you to re-submit images should they determine that the images are not of high enough quality. HyperQuad Solutions will not begin construction of Your website until all requested materials and assurances of rights have been received from You. All materials provided should be copies and not original material. HyperQuad Solutions will not return any materials provided by You in the design process. Failure to provide such material within thirty (30) days from request will result in cancellation of Your work order. No credits or refunds will be given for such cancellation. HyperQuad Solutions will strive toward your satisfaction, but does not guarantee that all of your requests will be satisfied if they are unreasonable or unable to be accomplished within the scope of the Services. Your final payment and our publication of the website is acknowledgement of Your satisfaction with the Services and releases HyperQuad Solutions from any obligation for further revisions or alterations. No credits or refunds shall be given for any reason including dissatisfaction with the design created. |
Website Service Fees / Cancellation
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Fifty Percent of the total package fee in addition to the first year of web hosting and maintenance is due at the beginning of the project. You may elect to pay for the entire project up-front and receive a 5% discount on the website development portion of Your fees. The final fifty percent is due prior to website publishing. Cancellation of the project during the development phase does not automatically entitle You to a refund. HyperQuad Solutions at their sole discretion will decide the refund amount after taking into account the amount of time, internal costs, and work that has been put into the project. If a refund is given, the amount will be returned in the same method it was received. You will also be provided with all work that had been completed up to that point.
Annual recurring billing for your Website Package will begin the date of purchase. You may cancel the web hosting/maintenance service at any time, however all setup fees, website development fees, administrative fees, script installation fees, ssl certificates and domain name purchases are non-refundable. Upon cancellation, your website services will be IMMEDIATELY terminated and it will be Your responsibility to have obtained all website back-ups desired with an understanding that all data and information on Your hosting account will become unrecoverable. Annual fees on website packages will be refunded on a pro-rated basis of any unused time. Cancellation of the service will not entitle you to a refund for prior months' service. |
Legal Agreements
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| You acknowledge that You have entered into the WebSite Service End User License Agreement. You further acknowledge that You and HyperQuad Solutions or a HyperQuad Solutions affiliate ("Hosting Provider") have entered into a Hosting Service Agreement ("Hosting Agreement"). You agree to be bound by these agreements and all policies and procedures as posted on its web site. |
Limitations
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| HyperQuad Solutions strives towards creating a website that meets your expectations. However, HyperQuad Solutions does not guarantee that expectations will be met if requests are unreasonable or unable to be completed within the scope of the Service. Every step of the Service requires Your feedback. Failure to provide timely and reasonable feedback may delay or frustrate completion of the Service. HyperQuad Solutions is not responsible for additional fees, time, or expenses incurred because of delays caused by lack of reasonable feedback, including Your failure to initiate the process. Should You fail to initiate the creation process by not responding to the initial request for interview within thirty (30) days, Your account will be considered inactive and the Service will terminate. No refunds or credits will be given for termination due to Your failure to respond to the initial request for interview or any feedback requests. Should You delay feedback for more than thirty (30) days Your unpublished website may be archived and will require additional activation fees to recover. You are responsible for maintaining the security of Your account. HyperQuad Solutions shall not be liable for any revisions or changes made by Your or any person gaining access to Your account. Any revisions requested to fix such changes shall be made in HyperQuad Solutions's sole discretion and then only upon payment of additional fees. HyperQuad Solutions reserves the right to refuse any direction to create a web site that exploits children, contains pornography or other tasteless images, contains copyrighted or trademarked materials of others or infringes on the intellectual property rights of another, harasses, defames or slanders another or for any other reason that HyperQuad Solutions, in its sole discretion, decides. HyperQuad Solutions has the right, but not the obligation, to back up or archive Your custom website prior to publication.
The resulting product and all copies are copyrighted and are protected by United States copyright laws and international treaty provisions with all rights reserved. HyperQuad Solutions grants You an unrestricted license in the website and any products resulting from the purchase of the Services indefinately. You agree to prevent any unauthorized copying of the Services or resulting products. HyperQuad Solutions does not grant any express or implied right to You under HyperQuad Solutions patents, copyrights, trademarks, or trade secret information. HyperQuad Solutions may display screen shots of the resulting product online, in marketing materials or in other manners in HyperQuad Solutions's sole discretion. |
Maintenance and Alterations After Publication
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| Maintenance Services HyperQuad Solutions will provide a maintenance service plan of thirty (30) minutes of allocated time for the performance of maintenance and update services per month. If the minutes are not used in the applicable month, they will not be carried over to the next month. Should the requested revisions or updates take longer than the allotted time available under Your service plan, You may purchase additional time allotments in thirty (30) minute increments. Purchased time allotments are assigned to a predetermined billing month and may not be carried over to the next billing month. No refunds or credits will be issued for time allotments not used within the prescribed time. HyperQuad Solutions will require all content copy and high quality images for inclusion in your custom site. All material must be supplied in an electronic file format and transmitted to HyperQuad Solutions electronically via email or file upload. Files that are too large to be transmitted electronically can, by prior arrangement, be delivered on a CD to our facilities via any standard shipping carrier. Content can, by prior arrangement, be faxed or sent to our facilities in hard copy format. Content delivered in hard copy format may incur additional fees for electronic conversion. HyperQuad Solutions is not responsible for delays in completion due to delays in the receipt of shipped items. HyperQuad Solutions, in its sole discretion, may require you to re-submit images should they determine that the images are not of high enough quality. HyperQuad Solutions will strive toward your Satisfaction, but does not guarantee that all of your requests will be satisfied if they are unreasonable or unable to be accomplished within the scope of the Services. |
Availability of Service
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| Subject to the terms and conditions of this Agreement and each of HyperQuad Solutions's policies and procedures, HyperQuad Solutions shall use commercially reasonable efforts to attempt to provide the Services on Monday – Friday, 9am – 5pm EST basis, excluding holidays, throughout the term of this Agreement. You acknowledge and agree that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that HyperQuad Solutions may undertake from time to time; or (iii) causes beyond the reasonable control of HyperQuad Solutions or that are not reasonably foreseeable by HyperQuad Solutions, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that HyperQuad Solutions has no control over the availability of the Services on a continuous or uninterrupted basis. |
Your Obligations
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| By using the Services, You agree that You are age 18 or over. The Service is available only to persons who can make legally binding contracts under applicable law. You agree that you have the appropriate rights or licenses in all logos, trademarks or intellectual property supplied by You. You agree that all requests shall be reasonable in nature and within the scope of the Service as advertised. You also agree that You will not use the Service to create a website that contains the following types of information: (i) personal information about children without their parent’s consent, (ii) pornographic or obscene content, as determined by HyperQuad Solutions in its sole discretion, (iii) tasteless images, (iv) excessively violent material, (v) links to web sites containing the serial numbers for unlocking software illegally, (vi) pyramid schemes, (vii) impersonations of another person, (viii) encouraging the use of a controlled substance, (ix) selling or promoting products that are unlawful in the location where the site is published, (x) advocating, promoting, or encouraging violence against any person, organization, or the government, or (xi) links to web pages containing any of the aforementioned content. You represent and warrant that you will not violate any law, third party rights, or post any false, inaccurate, misleading, defamatory or libelous content or statements on your website. You also agree to respond to any requests for feedback within seven (7) days. Failure to respond within thirty (30) days shall result in a non-refundable cancellation of the Service. Upon notice that Your website is ready for You to review, within ten (10) days of such notice, You must: (i) provide HyperQuad Solutions with Your site update revisions; or (ii) notify HyperQuad Solutions that You have no revisions. If You do not provide revisions or notify HyperQuad Solutions that You have no revisions, Your website will be published on Your behalf. Your website will be published on Your behalf once the website is completed, unles You notify HyperQuad Solutions of Your election not to publish. You acknowledge and agree that once published, all HyperQuad Solutions's obligations under this Agreement have been met. At any time after publication, You may elect to de-publish Your website by contacting us. |
Limitation of Liability
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| THE SERVICES AND THE ASSOCIATED SOFTWARE ARE BEING PROVIDED AND /OR LICENSED "AS IS" AND HyperQuad Solutions DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED OR AUTHORIZED BY LAW WITHOUT LIMITATION OF THE FOREGOING, HyperQuad Solutions EXPRESSLY DOES NOT WARRANT THAT THE SERVICES OR THE ASSOCIATED SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE SERVICES OR OPERATION OF THE ASSOCIATED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE . IN NO EVENT SHALL HyperQuad Solutions BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA , OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SERVICES, EVEN IF HyperQuad Solutions IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. You shall indemnify, defend by counsel reasonably acceptable to HyperQuad Solutions, protect and hold HyperQuad Solutions harmless from and against any and all claims, liabilities, losses, costs, damages, expense, including consultants` and attorneys` fees and court costs, demands, causes of action, or judgments directly or indirectly arising out of or related to Your use of the services or your breach of this Agreement. |
HyperQuad Solutions's Rights and Restrictions
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| HyperQuad Solutions explicitly reserves the right and sole discretion to: (i) modify its pricing, if desired by HyperQuad Solutions ; (ii) establish limits and guidelines concerning the use of the Services; (iii) terminate Your use of the Services for use of the Services to unnecessarily or illegally harass, non-payment of fees for the Services, activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties, activities prohibited by the laws of the United States and/or foreign territories in which You conduct business, activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography, activities that are tortious, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable in the sole opinion of HyperQuad Solutions, activities designed to impersonate the identity of a third party, activities designed to harm minors in any way, and other activities whether lawful or unlawful that HyperQuad Solutions determines, in its sole discretion, to be harmful to its other customers, operations, or reputation; (iv) terminate Your use of the Services if Your use of the Services results in, or is the subject of, legal action or threatened or proposed legal action, against HyperQuad Solutions or any of its affiliates or partners, without consideration for whether such legal action or threatened or proposed legal action is eventually determined to be with or without merit, and (v) terminate Your use of the Services if You have not responded to requests for feedback. If HyperQuad Solutions terminates Your use of the Services, HyperQuad Solutions may, at its own option and in its sole discretion, remove and destroy data and files stored by You on its servers. HyperQuad Solutions has no obligation to monitor Your use of the Services, but reserves the right in its sole discretion to do so. |
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