1. Description of the Services. The Licensor will design a website (the “Website”) based on the template provided to the Licensor. All programming and documentation shall comply with standards currently employed by the Licensor and the sample Website provided in advance by the Licensor.
2. Template Site Options. The Licensor gives specific options on ways that the Licensor can customize the website. If the Licensee wants to make changes outside the scope of the Licensors options, the Licensee may do so at their own expense. The Licensor has 2 options:
Option 1: Use a Licensor approved contractor to make changes to the website. The contractors will bill you for services. Option 2: Move the website from Licensor servers and use contractors you prefer.
3. Term. The Services will be completed timely within 45 days of all complete information provided. The Licensee has will have full control of the website if the Licensee is current with all dues to maintain enrollment in the CPFC Coaching Certification and full package that includes Client Resources and Business Resources. If annual dues are not paid the Licensor will disable the website and all Licensed materials from that point forward cannot be used.
4. Payments. In consideration for the Services, the Licensee must be in good standing with their CPFC certification and pay annual dues associate with the full package options (certification, client resources and business resources).
5. Ownership Rights. The Licensee will own all its proprietary information and domain name and custom information provided to Licensor. The Licensor owns all the provided copy, all images, source code, object code, screens, documentation, digital programming, operating instructions, design concepts, content, graphics, and characters, systems, computer programs, operating instructions, unique design concepts, other documentation. The Licensor owns the Copyright to all materials provided directly from the Licensor.
6. Copyright Notice. The Licensee owns all Copyrights to any information provided by Licensee. The Licensor owns all Copyright the information provided by Licensor.
7. Confidentiality. The Licensee will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Licensee, or divulge, disclose, or communicate in any manner any information that is proprietary to the Licensor (e.g., trade secrets, know-how and confidential information). The Licensee will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Licensee will return to the Licensor all records, notes, documentation, and other items that were used, created, or controlled by the Licensee during the term of this Agreement. The Licensor may seek and obtain injunctive relief against the release or threatened release of such information in addition to any other legal remedies which may be available.
This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
8. Warranty – Licensor. The Licensor warrants to the Licensee that all software programming, web pages, CD-ROMs, diskettes, and materials delivered to the Licensee in connection with the Services are free from defects in materials and faulty workmanship under normal use, and that the Website will operate properly with widely used web browsers. During the Licensor’s recommended beta testing period and for a 30 day period following completion of beta testing, the Licensor will correct any software anomalies (“bugs”) that occur because of defects in the source code included in the software. After such time, the Licensor will make changes on a fixed hourly rate or a negotiated fixed quote basis. While no website design process can guarantee bug-free results, the Services will be provided in a workmanlike manner, within local industry standards and tolerances for commercial applications. This warranty does not cover items damaged, modified, or misused after delivery to the Licensee.
9. Warranty – Intellectual Property Rights. The Licensee represents and warrants that it has the unencumbered right and power to enter into and perform this Agreement and that the Licensee is not aware of any claims or basis for claims of infringement of any patent, trademark, copyright, trade secret, or contractual or other proprietary rights of third parties in or to any programming or materials included by the Licensor in the Services or trade names related to the Services. In the event of any claim, charge, suit or proceeding by any third party against the Licensor alleging such infringement, the Licensee shall defend such claim, charge, suit or proceeding. The Licensor shall indemnify and hold the Licensor harmless from and against any loss, cost, damage or expense (including attorney’s fees and legal expenses) incurred by the Licensor that may result by reason of any such claim, charge, suit or proceeding. The Licensor shall have the right, if it so desires, to be represented in any such claim, charge, suit or proceeding by counsel. If any of the programming or materials included by the Licensee in the Services becomes the subject of an infringement suit, the Licensor may terminate this Agreement. This indemnity shall not apply to materials provided by the Licensor as contemplated by the following paragraph.
10. Warranty – Licensee. The Licensee represents and warrants to the Licensor that the Licensee owns (or has a legal license to use) all photos, text, artwork, graphics, designs, trademarks, and other materials provided by the Licensee for inclusion in the Website, and that the Licensee has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such ownership. The Licensee shall indemnify and hold the Licensor harmless from all losses and claims, including attorney’s fees and legal expenses, that may result by reason of claims by third parties related to such materials
11. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
12. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
13. Indemnity. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.
14. Assignment. This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such assignment shall be void.
15. Attorney’s Fees. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.
16. Termination. This Agreement shall terminate automatically upon the completion of the Services described herein. In the event of such termination, the Licensee shall be obligated to pay only for actual services provided by the Licensor and for expenditures incurred with the Licensee’s approval.
17. Termination on Default. If a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default. The party in default shall have 14 business days from the effective date of such notice to cure the default(s). Unless waived by the party providing the notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
19. Governing Law / Forum. This Agreement shall be construed in accordance with the internal laws of the State of Nevada, without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the State of Nevada, and both parties expressly consent to jurisdiction in such courts.
20. Complete Contract / Amendment. This Agreement supersedes all prior agreements and understandings between the parties for performance of the Services, and constitutes the complete agreement and understanding between the parties. The parties may amend this Agreement in a written document signed by both parties.
This Website Hosting Agreement (“Agreement”) is entered into on date Host makes site live.
By accepting this Agreement and using Host’s Website Hosting Services (“Services”), The Client agrees to be bound by all the terms and conditions of this Agreement.
2. Provision of Services
Host agrees to provide the Client with website hosting services, consisting of website server space, e-mail capability, internet access, domain name registration, and such additional services, as may be provided by Host from time to time. Host reserves the right to change or modify the features of the Clients service plan from time to time on 30 days written or e-mailed notice to the Client. The Clients continued use of Host’s services after receipt of such a notice of modification shall constitute the Clients acceptance of and agreement to be bound by the Host’s modification of the terms and conditions of this Agreement.
3. 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 month in which this Agreement was executed (the “Initial Term”). After the initial term, this Agreement shall be automatically renewed for successive monthly periods until terminated by one of the parties as provided in this agreement.
4. Termination without Cause
(a) The Client may terminate this Agreement at any time, for any reason, by contacting Host, either by phone or e-mail, and requesting that the Clients account be canceled. In the event of a cancellation, Host will not refund amounts already billed for the current monthly service period in which the Client terminates the Agreement. Any amounts paid in advance by The Client for future service terms following the current monthly service term will be promptly refunded by Host.
(b) Host may terminate this Agreement at any time, for any reason, by providing written or e-mail notice of termination to The Client’s primary website e-mail contact address no less than 30 days prior to the service termination.
(c) If either Party terminates this Agreement, Host will back up all The Client’s current Website content, databases, and e-mail messages as an archive file, and send them to The Client either as an attachment to an e-mail or via other file transfer process, or mail them to The Client in the form of a CD-ROM.
5. Termination for Cause
The Client agrees to abide by the terms of this Agreement and by Host’s general use policies as set forth in this Agreement, as those policies may exist from time to time. Host may change its use policies on 30 day written notice to Customer by e-mail message, mail, or facsimile transmission. Any violation by The Client of the terms of this Agreement or of Host’s general use policies shall be grounds for immediate termination of The Client’s account for cause. If Host terminates The Client’s account for a violation of this Agreement, Host shall not be required to refund any amounts billed for the billing period in which Host terminates The Client’s services.
6. Payment Terms
(a) The Client agrees to pay Host an amount stated on the order form for the Host’s services. Host reserves the right to change or modify its charges for the Client’s plan from time to time on 30 days notice written or e-mailed to the Client. The Client’s continued use of Host’s services after receipt of such a notice shall constitute the Client’s acceptance of and Agreement to be bound by the Host’s modified charges for its services. Additional charges for add-on services not included in Server Owner’s plan will be made as mutually agreed upon.
(b) Service charges are payable in advance on a monthly basis. Host will invoice The Client at the beginning of each payment period. Host will submit all invoices to The Client by e-mail. Payment is due immediately upon receipt of invoice. Payments can be made online or by check. Interest in the amount of 5% percent per month will be added to any outstanding invoices remaining unpaid for more than 30 days.
(c) The Client agrees to be billed for all recurring and one-time charges, including late charges, for any Services ordered by The Client and any fees owed to Host.
(d) Any charges for upgrading The Client’s current hosting package, or performing add-on requests, will not be billed until the next invoice.
Host shall not be liable for any taxes and other governmental fees related to purchases made by The Client or from Host’ server. The Client agrees that s/he 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 The Client by Host.
8. Materials and Products
Any material and data The Client provides to Host in connection with Services shall be in a form requiring no additional manipulation on the part of Host. Host shall make no effort to validate this material or data for content, correctness, or usability. Material or data that is not in this condition shall be a breach of this Agreement. Host, in its sole discretion, may reject material or data that The Client has placed on Host’s servers or that The Client has requested that Host put on Host’ servers. Host agrees to notify The Client immediately of its refusal of any material or data and provide The Client with an opportunity to amend or modify the material or data to meet the Host’s requirements. The Client’s failure to amend or modify the data or material as directed by Host within a reasonable time shall be a breach of this Agreement.
9. Electronic Mail Abuse
Harassment by e-mail, whether through language, frequency, or size of messages, is prohibited. The Client may not send e-mail to any person who does not wish to receive it. If a recipient asks to stop receiving e-mail, The Client must not send that person any further e-mail. The Clients 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. The Clients 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. Host’s 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 and provider reserves the right to charge an administrative clean-up fee of up to $900.
10. Violations of Network Security
The Client is prohibited from violating or attempting to violate the security of the network. Violations of system or network security may result in civil or criminal liability in addition to immediate termination of The Client’s agreement. Host will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting The Clients who are involved in such violations. These violations include, without limitation:
(a) Accessing data not intended for the The Client or logging into a server or account that the The Client is not authorized to access.
(b) Attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures without proper authorization.
(c) Attempting to interfere with service to any The Client, host or network, including, without limitation, via means of overloading, “flooding,” “mail bombing,” or “crashing”.
(d) Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
(e) Taking any action in order to obtain services to which the The Client is not entitled.
11. Warranty against Unlawful Use
The Client warrants and represents that The Client 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 The Client’s account for cause.
12. Liability; No Warranty; Limitation of Damages
(a) The Client expressly agrees that use of Services provided by Host is at The Client’s sole risk.
(b) Host guarantees 99% percent uptime for its Web servers. If uptime for The Client’s Web server falls below 99% percent during any given year, Host will credit The Client as follows: Any direct hosting fees paid. This would show on your invoice as “Hosting Fees” and if the uptime is under 99% we will credit that amount. Any such credit shall be applied to future invoices. If you are not paying for hosting with us and you do not see “Hosting Fees” line item – then no credit will be applied. This credit shall be The Client’s sole and exclusive compensation for any downtime or other unavailability of Host’s services under this Agreement. Host shall have no liability of any kind for any damages or loss arising as a consequence of such downtime or unavailability.
(c) Host, its agents, affiliates, The Clients 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.
(d) Host, its officers, agents, or anyone else involved in providing services 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 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 Host’s records, programs, or services.
(e) Host will exercise no control over the content of the information passing through Host’s network except those controls expressly provided herein.
(f) Host makes no warranties or representations of any kind, express or implied, for the services it is providing. Host 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 The Client, including loss of data resulting from delays or non-deliveries.
13. Patents, Copyrights, Trademarks, and Other Intellectual and Proprietary Rights
(a) Except for rights expressly granted herein, this Agreement does not transfer any intellectual or other property or proprietary right to The Client. The Client agrees that all right, title, and interest in any product or service provided to The Client belongs to Host. These products and services are only for The Client’s use in connection with Services provided to The Client as outlined in this Agreement.
(b) The Client expressly warrants to the Host that The Client has the right to use any patented, copyrighted, or trademarked material which The Client uses, posts, or otherwise transfers to Host servers.
14. Hardware, Equipment, and Software
The Client is responsible for and must provide all phones, phone services, computers, software, hardware, and other services necessary to access Host servers. Host makes no representations, warranties, or assurances that The Client’s equipment will be compatible with Host Services.
The Client expressly represents and warrants that The Client and any person to whom The Client grants access to The Client’s Host account are at least 18 years of age.
The Client agrees to defend, indemnify, and hold Host harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorneys’ fees, asserted against Host, 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 The Client, The Client’s agents, employees, or assigns. The Client further agrees to defend, indemnify, and hold harmless Host against liabilities arising out of:
(a) Any liability to Host arising by virtue of any use of Host’s services by The Client 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;
(b) Any injury to person or property caused by any products sold or otherwise distributed in connection with Services provided to The Client;
(c) Any material supplied by The Client infringing or allegedly infringing on the property or proprietary rights of a third party;
(d) Copyright or trademark infringement by The Client, or violation by The Client of intellectual property rights of any other party; and
(e) Any defective product which The Client sold or distributed by means of Services.
The Client agrees that the liability limit of Host shall in no event be greater than the aggregate dollar amount which The Client paid during the terms of this Agreement, including any reasonable attorneys’ fees and court costs.
17. Attorneys’ Fees
If any 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.
The Client agrees to keep Host informed of all current contact information for The Client’s account. Changes in The Client’s account information may be reported to Host by e-mail at d or on Host’s website located at d. Failure to maintain or keep current all contact information shall be a ground for Host to terminate The Client’s account for cause.
19. Governing Law
This Agreement has been entered into in the State of Nevada, and its validity, construction, interpretation and legal effect shall be governed by the laws of that state applicable to contracts entered into and performed entirely within that state.
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 Host of any breach by The Client 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 writing.
22. Entire Agreement
This Agreement shall constitute the entire agreement between The Client and Host, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding.