Acceptance of Terms
Use of Services
You agree to only use any Services for legal purposes under all applicable international, federal, provincial, and municipal laws and regulations in accordance with the terms and conditions herein.
You may use the E-mail Service only in compliance with this Agreement, the federal CAN-SPAM Act of 2003 and regulations thereunder and all other applicable U.S., state, local, and international laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation, copyright and trademark infringement, and child protective e-mail address registry laws).
Although Williams Web Solutions has no obligation to monitor Your use of the Service or the content provided by You as part of your use of the Service, Williams Web Solutions may do so and may block or limit any e-mail messages, remove any such content, prohibit any use of the Service that Williams Web Solutions, in its sole discretion, believes may be (or is alleged to be) in violation of this Agreement. Violations may include sending--knowingly and/or unknowningly--bulk e-mail/spam, viruses, pornographic, liable/slanderous/defamation of character messages. Violator's account will be temporarily suspended until an adequate resolution--deemed adequate by Williams Web Solutions--has taken place to resolve this issue of future violations. If the compromised or abusing account continues after account is reinstated, the e-mail account will be permanently suspended. If issues arise from this suspension, Williams Web Solutions reserves the right to "shut down" e-mail service to the entire abusing company without notice and Client will not be entitled to any refund or compensation because of the suspension of service.
You agree not to store, link to, transmit, advertise or make available any images or materials that are obscene, threatening, abusive, harassing, defamatory, hateful, discriminatory or racially or ethnically objectionable. You agree not to use this service to conduct any business or activity or solicit the performance of any activity that is prohibited by law, libelous or against any Williams Web Solutions policy. Violations of these or any other provisions of this Agreement may result in termination of the services provided by us with or without a notice or notification period, such notice or notification period to be granted at our sole discretion based upon the severity of the violation.
Whether included with your website development or as an added service, any Internet marketing or online promotion of your website/company is limited to the contract for website development and/or any agreement--verbal or written--after the completion of the website development contract. Williams Web Solutions--unless hired to do so--is neither responsible nor obligated to monitor website ranking or placement of the website/business on the Internet. Search engine ranking rules change constantly, agressive marketing from your competition, and/or lack of involvement by the User (you) does not entitle you to free Internet marketing or further online promotion of your website/company and Williams Web Solutions is not held responsible for these changes on the Internet, and/or "lack of business success" and we are not responsible to notify you of these changes. If You (the Client) wish to hire Williams Web Solutions for further online promotion--after the contract has been satisfactorily completed (determined by Williams Web Solutions)--You are doing so with the understanding you will financially compensate Williams Web Solutions for the amount indicated on invoices remitted to You. Payment is required upon due date indicated on the invoice.
Williams Web Solutions reserves the right to refuse service to anyone or from anyone if any of the Website Content, or links from your website, is deemed illegal, misleading, or obscene, or is otherwise in breach of our then current Terms of Service (which includes the Acceptable Use Policy), in our sole and absolute opinion. Williams Web Solutions does not generally screen or edit content or links originating from your website, but reserves the right (though we have no duty) to monitor or to remove, without notice, any offensive or objectionable content or links, in our sole discretion or upon order of a court or regulatory agency. Williams Web Solutions also reserves the right to refuse and/or cancel ANY service for a "rude" or aggressive Client with only a singular notice--given written by e-mail or letter. Client may be entitled to a copy of their website; however, Client will not be refunded any monies due to lack/loss of business and Client is obligated to fulfill remission of payment for any outstanding invoices.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, THE WEBSITE CONTENT IS YOUR SOLE RESPONSIBILITY. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS WILLIAMS WEB SOLUTIONS AND ANY OF ITS SUBSIDIARIES AND AFFILIATES (“WILLIAMS WEB SOLUTIONS ENTITIES”) AND ANY THIRD PARTY PROVIDERS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS AND AGENTS FROM ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION, MISAPPROPRIATION OF ANY COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, DATA, MUSIC, IMAGE, OR OTHER PROPRIETARY OR PROPERTY RIGHT, FALSE ADVERTISING, UNFAIR COMPETITION, DEFAMATION, BUSINESS OR PERSONAL DISPUTE OR ARGUMENT, INVASION OF PRIVACY OR RIGHTS OF CELEBRITY, VIOLATION OF ANY ANTI-DISCRIMINATION LAW OR REGULATION, OR ANY OTHER RIGHT OF ANY PERSON OR ENTITY, OR ANY PERSONAL OR BUSINESS ARGUMENT OR DISPUTE LOSSES, DAMAGES, LIABILITIES, JUDGEMENTS, OR SETTLEMENTS, INCLUDING REASONABLE LEGAL FEES, COSTS, AND OTHER EXPENSES INCURRED BY US AND ANY WILLIAMS WEB SOLUTIONS ENTITIES, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT. THE TERMS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
If we develop a website (design or redesign), you are responsible for the Website Content and Interet Marketing, including without limitation, its accuracy and truthfulness and for ensuring that it does not contain any spelling or grammatical errors or infringe upon the rights of any third party. You are responsible for the security of your passwords. Williams Web Solutions reserves the right not to change the passwords without your proper, which may include, but is not limited to, your signature.
You shall not harm our reputation, computer systems, or programming as well as other users of the Service. You agree not to tamper with, alter or otherwise rearrange the Service nor shall it permit or assist others to abuse or fraudulently use the Service including but not limited to using the Service:
- In any manner which interferes unreasonably with the Service or our network, or access thereto by other persons;
- For any purpose or in any manner directly or indirectly in violation of applicable laws or regulations in violation of any third party’s rights, or
- In a manner to avoid the payment of Fees hereunder.
You shall solely be responsible for use of the Service by any of its employees, officers, directors, agents as well as its end users and agrees to take all necessary measures to ensure that such persons use the Service in accordance with the terms and conditions of this Agreement.
We reserve the right to terminate the Service for any reason.
You shall inform us and keep us current with any changes to your employees, agents or representatives corresponding with us.
You shall pay us all fees due and payable in connection with the Services. All Fees for the Service are itemized on an invoice and due upon terms identified on the invoice.
With regards to hosting or incomplete development (see website development contract for section titled "Abandonment"), you acknowledge and agree that your website will be "archived" for a maximum of two (2) months, if you fail to pay us amounts due and payable hereunder (or website development is abandoned). If the amounts due and payable hereunder are not paid by the end of the archive period, your website will be erased. Williams Web Solutions will not be responsible for any errors, loss of information, or any other mishap occur following the first non-payment. Retrieval of the website from the archive will be on a best-effort basis. Users visiting your website during the archive period may view an error or substitute message window until the amounts due and payable hereunder have been paid.
You are responsible for ensuring that we have up to date information including correct billing information.
Term and Termination
According to the selection made by you when ordering the Service, this Agreement has either (i) a month to month term, (ii) a percentage paid up front and a percentage paid thereafter, or (iii) a twelve (12) month term. Either party may terminate this Agreement in thirty (30) days prior written notice (by Fax or mail) if it is a month to month term Agreement. You may terminate this Agreement without cause prior to its end if it is a twelve (12) month term Agreement, but giving us thirty (30) days prior written notice (by Fax or mail); however, we are NOT obligated to refund any Fees paid in advance or prorate for the unexpired portion of the term, and you will be required to pay any remaining amounts owed.
Williams Web Solutions reserves the right to immediately terminate the Service for reasonable cause, including but limited to (i) non-payment with us; (ii) you commit an act of insolvency or being in any proceeding, either voluntary or involuntary, under laws affecting creditor's rights or the appointment of a receiver, or otherwise not meeting our payment requirements; (iii) violation for non-compliance with any of the provisions of this Agreement; (iv) we cease to offer the Service. In the event of default by you, any and all payments required to be made to us by you shall be due and payable immediately. If service is requested to be re-initiated, any unpaid balances must be paid in full and an additional invoices to restore service to "before termination" state.
Williams Web Solutions reserves the right to delete any and all information concerning your account including databases, e-mail correspondence, e-mail, databases, files, mailing lists, and any Web pages that were generated by the Service, upon termination of Service.
You acknowledge that Williams Web Solutions does not own or have any control over the content, availability, accuracy, security or any other aspect of any information, including, without limitation, the Website Content, personally-identifiable information, data, files, pictures, or content in any form or any type, (collectively, the "Information") accessible or may be available to or by you or its end users through the use of the Services nor does Williams Web Solutions monitor the use of the Service by you or its end users, and except as provided herein, has no control over your or end users' use of the Service. You also acknowledge that Williams Web Solutions does not own or have any control over any Internet marketing or online promotion of your business/website including but not limited to page rank in search engines, submissions to local online directories or niche-market busines directories, the acccuracy or "completeness" of your listing. You shall indemnify, defend and hold Williams Web Solutions harmless from and against all loss, liability or damages of any type and expense, including reasonable counsel Fees, arising from any and all claims by any third party, including end users and distributors ("Third Parties" and each a “Third Party”), in connection with the use of the Service (and related equipment and software) or transmission of the Information by you or any Third Party or any disclosure by any means of personally-identifiable or confidential information provided by Third Parties to you and that you were under an obligation not to disclose or your failure to comply with its obligations under this Agreement. Williams Web Soluions shall be entitled to participate in the defense and settlement of any such claim. This indemnity shall survive termination of this Agreement.
You acknowledge that Williams Web Solutions does not warrant uninterrupted or error free of any Service and that PROVIDER does not warrant the content, availability, accuracy or any other aspect of any information including, without limitation, the accuracy of spelling or grammar, all data, files, the Website Content and all other information or content in any form or of any type, accessible or made available to or by you or its end users through the use of the Service. Although rare, Williams Web Solutions may experience an "outage" because of lack of Internet or hardware/software failure of servers. Williams Web Solutions will work as promptly as possible to restore service but (1) will not be responsible for any loss of income experienced by Client and therefore will not be financially held responsible to compensate Client for such loss and (2) Bug/Errors may arise from revived website/database and Williams Web Solutions may make attempts to restore full service. If unsuccessful, Client will be notified and Client will have to make necessary arrangements to restore full service. Williams Web Solutions shall be permitted from time to time to interrupt the Services in order to provide maintenance to the Service.
Williams Web Solutions makes no guarantees, promises, or warranties for monetary consideration, traffic expectation, or "getting business" by use of our Online Marketing, website development, or SEO services.
The warranties provided in this Agreement are in lieu of all other warranties and conditions. You hereby waive all other warranties and conditions, express, implied or statutory, including any warranty of merchantability, fitness of a particular purpose, non-infringement or availability or reliability of the Service.
Limitation of Liability
YOU AGREE THAT WILLIAMS WEB SOLUTIONS' LIABILITY AND YOUR EXCLUSIVE REMEDY RELATED TO THE NON-PERFORMANCE OF THE SERVICE SHALL BE: (I) REPAIR OR ADJUSTMENT OF THE SERVICE, OR (II) WHERE REPAIR OR ADJUSTMENT IS NOT PRACTICABLE, AN EQUITABLE CREDIT NOT TO EXCEED THE CHARGES INVOICED TO YOU FOR THE PORTION OF THE SERVICE WHICH WERE NON-PERFORMING. FOR ANY OTHER CLAIM, WILLIAMS WEB SOLUTIONS' LIABILITY, IF ANY, TO YOU FOR DAMAGES RELATED TO USE OF THE SERVICE FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THOSE ACTUALLY PROVEN AS DIRECTLY ATTRIBUTABLE TO WILLIAMS WEB SOLUTIONS, AND SHALL IN NO EVENT EXCEED THE TOTAL IN AGGREGATE MONTHLY CHARGES PAID BY YOU DURING THE PERIOD THE SAID DAMAGES WERE INCURRED, NOT TO EXCEED ONE (1) MONTH. UNDER NO CIRCUMSTANCES WILL WILLIAMS WEB SOLUTIONS, ITS AGENTS, SUPPLIERS OR SUBCONTRACTORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EXPENSES, COSTS, LIABILITY, LOSS, OR DAMAGE WHATSOEVER, WHETHER ARISING IN NEGLIGENCE, TORT, STATUTE, EQUITY, CONTRACT, COMMON LAW, OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY. YOU AGREE, ACKNOWLEDGE AND CONFIRMS THAT THE LIMITATIONS OF LIABILITY SET OUT IN THIS SECTION ARE FAIR AND REASONABLE IN THE COMMERCIAL CIRCUMSTANCES OF THIS AGREEMENT AND THAT WILLIAMS WEB SOLUTIONS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR YOUR AGREEMENT TO LIMIT DELUXE’s, ITS AGENTS', SUPPLIERS' AND SUBCONTRACTORS' LIABILITY IN THE MANNER, AND TO THE EXTENT, PROVIDED FOR HEREIN.
FOR GREATER CERTAINTY, YOU AGREE THAT WILLIAMS WEB SOLUTIONS SHALL NOT BE LIABLE FOR ANY LOST PROFITS, ANTICIPATED REVENUE, LOSS OF DATA, LOSS OF USE OF ANY INFORMATION SYSTEM, LOST BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.
Except for payment obligations, if the performance of this Agreement is interfered with, in whole or in part, by circumstances beyond the reasonable control of either party including, without limitation: fire, explosion, power failure, earthquakes, floods, acts of God, war, revolution, civil commotion, acts of public enemies, law, order, regulation, ordinance or requirement of any government or its representative or legal body having jurisdiction, or labor unrest such as strikes, slowdowns, picketing or boycotts, then the party affected shall be excused from such performance on a day-by-day basis to the extent that such party's obligations relate to the performance so interfered with; provided that the party so affected shall use commercially reasonable efforts to expeditiously remove such causes of non-performance.
Except where compelled by law, Williams Web Solutions shall maintain all non-public information obtained in connection with this Agreement regarding you and its end users in confidence and shall not disclose same to any other entity other than in connection with: (i) facilitating the provision of the Service hereunder, or (ii) the enforcement of this Agreement.