Webiquity Terms & Conditions
Webiquity IS ONLY WILLING TO PROVIDE THE SERVICES TO YOU UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS AND REMEDIES.
The following agreement ("Agreement") is entered into between you ("Customer" or "you") and Webiquity, LLC. ("Webiquity"), having a business at 126 W. Sego Lily Dr. Suite 160 Sandy, Utah 84070 and is made effective on the date of electronic acceptance. This agreement sets forth the terms and conditions that govern your use of this website and the products and services (collectively, the "Services") found at this site, and is in addition to and not in lieu of any specific terms and conditions that apply to your purchase of a particular Service. In the event that you provide a purchase order or other ordering document to facilitate your purchase, the document is incorporated by reference only to the extent that it identifies the Services to be purchased, and all other terms and conditions included in such document are hereby rejected by Webiquity.
Your electronic acceptance and/or use of the Services signifies that you have read, understood and agreed to be bound by the terms and conditions of this Agreement as well as any policies posted on this website and that by such acceptance and/or use of the Services you agree that any previous agreements between you and Webiquity will be terminated and superseded by this Agreement. You acknowledge and agree that Webiquity's acceptance of this Agreement and the provision of Services are performed at Webiquity's offices in American Fork, Utah, USA. Webiquity, in its sole discretion, may refuse to provide the Services to any one at any time and for any reason. If Webiquity exercises this right, Webiquity will not charge you for the Services and/or refund you for the amounts paid for the Services during the month that Webiquity invokes its right to deny Service.
Webiquity, in its sole and absolute discretion, may change or modify this Agreement, and the corporate policies and/or Service Specific Terms which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon the earlier of (i) our email notification to you advising you of such changes or modifications (ii) your electronic acceptance of this Agreement after such changes or modifications have been made to this Agreement as indicated by the "Last Revised" date at the top of this page or (iii) your continued use of the Services after Webiquity posts the amended Agreement to Webiquity.com.
2. Eligibility, Point of Contact, Account Ownership
The Services found at this Site are available only to Customers who can form legally binding contracts under applicable law. By using the Services found at this Site, you represent and warrant that you are (i) at least eighteen (18) years of age and/or (ii) otherwise recognized as being able to form legally binding contracts under applicable law. You further represent and warrant that you are not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and are not otherwise a person to whom Webiquity is legally prohibited to provide the Services.
Customer shall designate a single "Point of Contact" in the accompanying Order Form. Customer's Point of Contact shall have full authority to enter into agreements and make binding decisions on behalf of Customer. Customer agrees that Webiquity may rely on representations made by Customer's Point of Contact. Customer may change its Point of Contact at any time by giving written notice to Webiquity in accordance with the notice provisions of this Agreement. Webiquity is under no obligation to accept instructions from anyone other than the Point of Contact. Notwithstanding the foregoing, Webiquity shall not be liable for any loss or damage resulting from Webiquity's reliance on any instruction, notice, document or communication reasonably believed by Webiquity to be genuine and originating from an authorized representative of Customer's corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Webiquity reserves the right (but not the obligation) to require additional authentication from Customer. In order to permit Webiquity to protect the quality of its products and services, you hereby consent to Webiquity staff being able to access your account and records on a case by case basis to investigate complaints or other allegations or abuse.
3. Dispute of Site or Account Ownership
The entity or person creating the account and designated as the owner shall be deemed the account owner. For security reasons, only the account owner or Point of Contact designated by the account owner shall be allowed to make changes, cancellations, or designate a new Point of Contact. Disputes sometimes arise between or among multiple persons claiming ownership of or rights in a site, store or account. Webiquity is not obligated to and will not resolve any such disputes. If multiple persons are claiming ownership of or rights in a site, store or account, and, in Webiquity's sole judgment, there is no certainty as to the ownership of or rights in said site or account, then Webiquity will, to the extent of its knowledge and ability, notify said persons of the dispute and demand that said persons promptly, conclusively, and finally resolve the dispute in a manner which makes clear who the owner(s) and/or interest holder(s) is/are and in a manner which relieves Webiquity of all liability or obligations concerning the dispute. If the disputing persons fail so to resolve the dispute within what Webiquity, in its sole judgment, deems to be a reasonable time, then Webiquity, at its sole option and without any obligation to do so, may suspend or terminate the account until such persons resolve said dispute and reach certainty regarding ownership of or rights in said site, store and/or account. The person or persons conclusively and finally determined by court order or settlement agreement to be the rightful owner(s) or interest holder(s) of said site, store and/or account shall be obligated to pay all amounts due and comply with the Transfer Policy, if required, to transfer ownership of the site, store and/or account to the rightful owner. Failure of the rightful owner of said site, store and/or account timely pay in full all of said amounts shall be deemed a breach of these Terms and shall subject the account to immediate termination.
To transfer ownership of an account, Customer must contact Webiquity and comply with the Transfer Policy.
Webiquity personnel may from time to time recommend third party software or other products and services for your consideration. Webiquity MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING PRODUCTS AND SERVICES THAT ARE NOT PURCHASED FROM Webiquity, INCLUDING THE COMPATIBILITY OF SUCH PRODUCTS AND SERVICES WITH Webiquity SOFTWARE. Your use of any such products and services is governed by the terms of your agreement with the provider of those products and services.
5. Software Updates
From time to time, Webiquity may update the software associated with a Service for many reasons, including but not limited to, (a) to maintain PCI compliance; (b) to fix bugs or problems in previous versions; and/or (c) to enhance functionality or features. Webiquity makes no warranty that such updates will not affect your use of the Services or introduce new but unknown bugs into the software. Further, Webiquity shall not be responsible for the effect an update has on any code not provided by Webiquity and any modifications to such code to restore functionality shall be Customer's sole responsibility and cost.
Where support is provided by Webiquity, Webiquity will provide technical support for the most recent update or version of the Software associated with a Service. From time to time, Webiquity may provide support for an older version(s), however Webiquity reserves the right to suspend or terminate such support at any time, with or without notice.
6. Use of Customer's Name and Trademarks
Customer hereby grants Webiquity a non-exclusive right and license to use Customer's name and such of Customer's trade names, trademarks, and service marks (collectively, "Customer's Marks") as are listed on User Content or otherwise provided to Webiquity in connection with this Agreement (a) on Webiquity's own Web Sites, (b) in printed and online advertising, publicity, directories, newsletters, and updates describing Webiquity's Services, and, (c) in applications reasonably necessary and ancillary to the foregoing. Customer may use Webiquity's trade name, trademarks, and service marks (collectively, "Webiquity's Marks") in advertising and publicity in conjunction with the offering of User Content via Webiquity, provided that Customer shall submit copy to Webiquity for its prior written approval, and provided further that under no circumstances shall such use imply that Webiquity endorses, sponsors, certifies, approves or is responsible for User Content. Notwithstanding the foregoing, Customer need not obtain Webiquity's prior written approval where use of Webiquity's Marks is limited to inclusion in a list of systems via which User Content is available.
7. Use of User Content
Some of the features of this website or the Services found at this website may allow Customer to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, or advice ("User Submissions"), or (b) literary, artistic, musical, or other content, including but not limited to photos and videos (together with User Submissions, "User Content"). By providing User Content to Webiquity via any method (e.g. site submission, email, survey responses, etc.), you represent and warrant to Webiquity that (i) you have all necessary rights to distribute User Content via this website or via the Services found at this website, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) you do not violate the rights of any third party.
The provisions in this Section apply specifically to Webiquity's use of User Content posted to Webiquity's corporate websites or submitted directly to Webiquity. The applicable provisions are not intended to and do not have the effect of transferring any ownership or licensed rights (including intellectual property rights) you may have in content posted to your hosted websites.
You shall be solely responsible for any and all of your User Content or User Content that is submitted through your Account, and the consequences of, and requirements for, distributing it.
You acknowledge and agree that:
A. Your User Submissions are entirely voluntary.
B. Your User Submissions do not establish a confidential relationship or obligate Webiquity to treat your User Submissions as confidential or secret.
C. Webiquity has no obligation, either express or implied, to develop or use your User Submissions, and no compensation is due to you or to anyone else for any intentional or unintentional use of your User Submissions.
D. Webiquity may be working on the same or similar content, it may already know of such content from other sources, it may simply wish to develop this (or similar) content on its own, or it may have taken / will take some other action.
Webiquity shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions provided to Webiquity by any method, and shall be entitled to the unrestricted use and dissemination of any User Submissions provided for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.
Customer may not sublicense or resell any of Webiquity's Services to any third parties without the prior written permission of Webiquity. By way of example and not limitation, Customer may not provide Web Hosting services through its Webiquity Services to any third party without Webiquity's prior written permission. Any attempts to do so would be considered a material breach and grounds for termination of this Agreement.
9. Fees and Payment
A. Fees. In consideration of the Services, Customer will pay to Webiquity all fees due according to the prices and terms listed on the website. All sales are final and Webiquity offers no partial or full refunds of any kind on any purchase unless otherwise expressly noted, even if your Services are suspended, terminated or transferred before the end of the Services. Neither EU Directive 97/7/EC nor Regulation 13(1)(c) of the UK Consumer (Distance Selling) Regulations 2000 will apply to Customer sales from Webiquity. Webiquity expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at this Site and effective immediately without need for further notice to you. If you have purchased Services for a period of months or years, changes or modifications in prices and fees shall be effective when the Services in question come up for renewal. Webiquity may, at its sole option, extend payment terms to You. Should Webiquity extend payment terms, You agree that Your obligation to pay Webiquity for the Services ordered begins on the date of purchase and does not end until paid in full, even if the Services are abandoned, suspended, terminated or transferred prior to such time.
B. Payment. Unless otherwise agreed to in writing by Webiquity, all payments are due upon signup, the Services will not begin until payment is received. All recurring charges will be due on the monthly anniversary date of your initial signup. It is Customer's obligation to review all monthly charges for accuracy. Failure to dispute a charge within six (6) months following such charge shall constitute Customer's agreement that all charges are valid and Customer agrees to waive any claims it may have had regarding such charge. If a payment is returned or rejected by Webiquity's bank, or incurs additional costs for Webiquity (e.g., bank fees) for any reason, then Customer may be charged a service fee of $50 and be required reimburse all such fees and costs incurred by Webiquity, and Customer shall be immediately deemed to be in default of this Agreement. Accounts and all amounts in default are subject to a late payment charge of 1.5% per month, or the maximum amount permitted by law, whichever is greater, until fully paid. If Customer defaults, Customer agrees to pay Webiquity its reasonable expenses, including attorney, in house legal expenses and collection agency fees, incurred in enforcing its rights.
C. Billing Policies and Cycles. Webiquity offers billing via credit card, debit card, ACH, Wire, E-check and PayPal. All initial fees must be paid prior to service setup. These fees may include service setup fees and first month service charge. Our billing cycle begins on the day we setup your account, and is due on that day each month thereafter. Webiquity attempts to automatically charge the credit card on file for any past due invoice for current, suspended and cancelled accounts. Accounts suspended and reactivated must pay all past due and current amounts as well as a reactivation fee. To cancel your account, you must follow the procedure in Section 18. To ensure that you are not billed for another month of service, you must cancel your account 14 days before your billing cycle due date.
Note: All billing correspondence (invoices, notifications, etc.) is done via email. It is crucial that you maintain a current email address with us.
D. Taxes. All fees charged by Webiquity for the Services are exclusive of all taxes, VAT and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of Services, all of which Customer will be responsible for and will pay in full, except for taxes based on Webiquity's net income. If Webiquity is required to pay directly any such taxes, Customer will, upon receipt of Webiquity's invoice, promptly reimburse Webiquity for any such taxes paid by Webiquity.
10. Acceptable Use Policy
A. Acceptable Use Policy. Webiquity maintains on its Web site Webiquity's then-current Acceptable Use Policy ("AUP"). Customer agrees to abide by the AUP. Webiquity may modify its AUP at any time, and shall post the then-current AUP on Webiquity's Web site, which will be effective upon posting.
B. End Users to Comply with AUP. Customer acknowledges that Webiquity may terminate an end user's access to Customer's Web Site for noncompliance with Webiquity's AUP. Webiquity may thus terminate such end user's access to Customer's Content even if the end user has not violated Customer's own terms and conditions of use of its Web Site. Webiquity acknowledges that Customer may terminate a User's access to Customer's Content for noncompliance with Customer's terms and conditions.
Customer acknowledges that the Internet is not a secure or completely reliable system, and that the purpose of the Services is to allow end users easy access to Customer's Content. Webiquity will take those precautions Webiquity deems reasonable in its sole discretion to secure Customer's Web Site from attack, but Webiquity makes no warranty that there will be no outages or interruptions of service, or that Customer's Content will be secure against attack of any form by end users or other third parties.
12. PCI Guidelines
Webiquity provides a framework to its customers which is PCI-DSS LEVEL II compliant with optimal security settings. However, if a Webiquity customer chooses to utilize the software other than as intended, utilize third party services or software, fail to install a SSL Certificate, or otherwise combine the software with software not approved by Webiquity (each a “Customer Fail Point”), Customer may fail to comply with the minimum PCI standards regardless of Webiquity’s certification.
Therefore, if a Webiquity customer chooses to engage in one or more Customer Fail Points, that customer assumes all liability for their actions and the inherent risk associated with viewing, processing, storing or transmitting credit card information and agrees to indemnify Webiquity of any costs, claims or damages associated with such risk. Webiquity will not be responsible for any such risk or liability regardless of the security settings.
Further, if a merchant chooses to view credit card information, they are certifying that they understand and are following all PCI guidelines for viewing credit card information. These guidelines can be found at Visa's website: PCI Overview
If a merchant does not follow all of the PCI guidelines when viewing credit card information, that merchant is in breach of its contract with Webiquity and possibly Visa/MasterCard/Discover/American Express. You agree to indemnify and hold Webiquity harmless from any and all claims, costs or damages associated with your failure to follow PCI guidelines.
Regardless of any Customer Fail Point, a customer must comply with the PCI DSS and assume liability applicable to PCI DSS. In addition, per PCI guidelines, stores must use a strong security protocol such as SSL to safeguard sensitive cardholder data over networks.
At its discretion, Webiquity reserves the right to change the security settings of any merchant at any time with or without warning. Webiquity further reserves the right, but not the obligation, to suspend or terminate any merchant that is suspected or proven to be in violation of minimum PCI guidelines.
13. Prohibited Practices
Webiquity shall have no duty or obligation to monitor Customer's Content or any other Content provided or distributed by others, and Webiquity shall not edit or otherwise exercise any control over Customer's Content. Nevertheless, Webiquity may, in its sole discretion at any time, without notice to Customer, and without liability to Customer, remove from public view, disconnect, or terminate the hosting of any of Customer's Content or other Content that Webiquity deems in its sole discretion to be offensive or illegal, for any one or more of the following reasons: (i) the content is adjudicated to be in violation of the laws of the state where the server resides; illegal or sexually explicit Content or activities, or any Content that allegedly violates the law, rules or regulations of any country or subdivision thereof; (ii) the content constitutes harassment of Users, including, but not limited to, by means of Customer's billing practices; or (iii) Customer's noncompliance with or material breach of any of the terms and conditions of the AUP or this Agreement; or (iv) claims made by third parties against Webiquity that Customer or any of its end users has engaged in one or more of the above practices.
14. No Solicitation
Customer agrees Customer will NOT approach any employees of Webiquity and its affiliates with proposals to hire them as its own employees or contractors. If you were to hire any of Webiquity's employees, you agree to pay Webiquity for each employee hired the greater amount of three (3) years' salary for that employee as you are to pay such employee, or $200,000.
15. Customer's Indemnification
Customer shall indemnify and hold harmless Webiquity from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorney’s fees and fees attributable to in house legal personnel, arising from or relating to Customer's provision, or an end user's use, of Customer's Content, or any act, error, or omission of Customer in connection therewith, including but not limited to matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property or other right; or violation of any applicable law. This indemnification is in addition to any indemnification required under the UDRP or any similar policy.
16. DISCLAIMER OF WARRANTIES
CUSTOMER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". Webiquity, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Webiquity, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ABILITY OF THE SOFTWARE TO PERFORM WITHOUT LIMITATION OR RESTRICTION IN ANY GIVEN ENVIRONMENT (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (III) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (IV) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND Webiquity ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY Webiquity, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), WHETHER DIRECTLY OR INDIRECTLY, WILL (I) CONSTITUTE PERSONAL, LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE. YOU SHOULD NOT RELAY ON ANY SUCH INFORMATION OR ADVICE AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES 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 FOUND AT THIS SITE.
17. LIMITATION OF LIABILITY
Webiquity ASSUMES NO RESPONSIBILITY WITH RESPECT TO CUSTOMER'S OR END USER'S USE OF THE SERVICES AND SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS, LOST REVENUE OR PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF Webiquity IS AWARE OF THE POSSIBILITY THEREOF. Webiquity SHALL IN NO EVENT BE LIABLE IN AGGREGATE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY IT FROM CUSTOMER FOR THE SERVICES DURING ANY 12-MONTH PERIOD.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS SITE OR THE SERVICES FOUND AT THIS SITE 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 FOUND AT THIS SITE.
18. Term and Termination.
You may terminate your right to access and use the Service only by calling 1-866-923-1727. For security reasons, Webiquity requires that you authenticate any cancellation, including paying the stated termination fee where applicable (i.e. Merchant Services, etc.). Failure to do so will result in the cancellation request not being processed and you will be liable for all recurring fees until such authentication is complete. PLEASE NOTE that a cancellation of a particular Service may not cancel all Services associated with your account.
Webiquity may terminate this Agreement and/or your right to access and use the Service, in whole or in part, at any time and for any reason. Webiquity reserves the right, but not the obligation, to cancel or suspend your Service if your site(s) causes a sudden significant increased draw on system resources (i.e. a DDOS attack) that in Webiquity's sole opinion impairs its ability to provide Services to other customers. Webiquity also reserves the right to immediately terminate this Agreement and/or your right to access and use the Service, in whole or in part, if Webiquity finds that you have been abusive to Webiquity employees.
Upon expiration or effective termination of the Service by either party for any reason, (a) Webiquity will cease providing the Service, (b) you will not be entitled to any refunds of any usage fees or any other fees, pro rata or otherwise, unless Webiquity terminates such Service without cause, and (c) any outstanding balance for your usage of the Service through the effective date of such termination or expiration will be immediately due and payable in full.
19. No Assignment by Customer
Customer may not assign this Agreement without the prior written consent of Webiquity, which Webiquity may refuse in its sole discretion. Any attempt by Customer to assign this Agreement without prior written permission shall be deemed null and void. Webiquity may assign this Agreement, which shall be effective upon written notice provided to Customer.
20. No Third-Party Beneficiaries
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
21. Notices of Trademark and Copyright Infringement
Webiquity supports the protection of intellectual property. If you would like to submit (i) a trademark claim for violation of a mark on which you hold a valid, registered trademark or service mark, or (ii) a copyright claim for material on which you hold a bona fide copyright, please refer to Webiquity's Trademark and/or Copyright Infringement Policy below.
To cover the increasing cost of processing abuse claims, Webiquity reserves the right to charge Customer a processing fee for each instance of notification received from a legitimate copyright holder. Webiquity reserves the right to suspend or terminate any Services if, upon notification, Customer fails to comply with a legitimate infringement claim within the specified time.
22. Proprietary Rights Notice
The Service, which includes but is not limited to, all intellectual property rights in the Service are, and shall remain, the property of Webiquity or its licensor (as applicable). All rights not expressly granted to you in this Agreement are hereby expressly reserved and retained by Webiquity and its licensors (as applicable). Without limiting the generality of the foregoing, you shall not (and shall not allow any third party to): (a) use the Service outside of the scope of the limited license herein granted, including but not limited to use for the sole purpose of obtaining a competitive advantage against Webiquity; (b) sublicense, distribute, copy, modify, adapt, translate, or prepare derivative works from, to the Service; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of Webiquity; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with Webiquity (or any of its affiliates or licensors); (e) reverse engineer, disassemble, or decompile any software or otherwise attempt to discover any source code or trade secrets related to the Service, in any manner, except as permitted by applicable law; or (f) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service.
(i) Any notice or other communication ("Notice") required or permitted under this Agreement shall be in writing and either delivered personally or sent by facsimile, overnight delivery, express mail, or certified or registered mail, postage prepaid, return receipt requested, to the address listed above in this Agreement, for Webiquity or the address provided in the application form submitted with the payment for Customer; (ii) a Notice delivered personally shall be deemed given only if acknowledged in writing by the person to whom it is given. A Notice sent by facsimile shall be deemed given when transmitted, provided that confirmation of that transmission was received. A Notice sent by overnight delivery or express mail shall be deemed given twenty-four (24) hours after having been sent. A Notice that is sent by certified mail or registered mail shall be deemed given forty eight (48) hours after it is mailed. If any time period in this Agreement commences upon the delivery of Notice to any one or more parties, the time period shall commence only when all of the required Notices have been deemed given; (iii) either party may designate, by Notice to the other, substitute addresses, addressees or facsimile numbers for Notices, and thereafter, Notices are to be directed to those substitute addresses, addressees or facsimile numbers.
Except for disputes governed by the Uniform Domain Name Resolution Policy, the laws of the State of Utah shall govern the validity and construction of this Agreement and any dispute arising out of or relating to this Agreement, without regard to the principles of conflict of laws; and you hereby consent to (and waive all defenses of lack of personal jurisdiction and forum non convenes with respect to) the jurisdiction and venue of the federal and state courts of in Utah County, Utah, USA. You agree to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement. The parties specifically exclude from application to this Agreement from the United Nations Convention on Contracts for the International Sale of Goods.
If a ruling by any court that one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect shall not affect any other provision of this Agreement. Thereafter, this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had been amended to the extent necessary to be enforceable within the jurisdiction of the court making the ruling and to preserve the transactions originally contemplated by this Agreement to the greatest extent possible. The section and subsection headings have been included for convenience only, are not part of this Agreement and shall not be taken as an interpretation of any provision of this Agreement. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof, and there are no representations, promises, warranties, covenants or understandings with respect thereto other than those contained in this Agreement. Without limiting the generality of the foregoing, it is expressly agreed that the terms of any purchase order issued by Customer with respect to the Services provided under this Agreement shall not be applicable and that any acceptance of such purchase order by Webiquity shall be for acknowledgment purposes only.
Failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of that term, covenant or condition or of any other term, covenant or condition of this Agreement. Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of that right or power at any other time. The remedies set forth in this Agreement are cumulative and are in addition to any other remedies allowed by law. Resort to one form of remedy shall not constitute a waiver of alternate remedies.
25. Additional Service Specific Terms
In addition to the general Terms of Service above, you also agree to be bound by the additional service specific terms applicable to the Services you purchase and/or use. The following Service Specific Terms and Policies are hereby incorporated by reference and will be binding upon the parties.
Webiquity grants you a limited, non-exclusive license to use the ecommerce solution as defined by the package you have selected for the sole purpose of operating an online site or store. All rights not expressly granted are hereby reserved by Webiquity.
Webiquity shall provide storage for the Software and content of Customer's Web Site and make it available for end-users to access (the "Hosting Services"). Customer will be allocated the disk space and data storage as designated in the plan purchased. Should Customer use more than the designated disk space, Webiquity reserves the right to upgrade Customer’s account to the applicable monthly service for the consumed disk space at then current list price. Disk space overages shall be calculated by using a daily average over a monthly period.
The servers used to provide the Hosting Services are provided by third-party cloud server providers to Webiquity and as such all content will also be subject to the laws thereof.
You agree Webiquity has no control of availability of the Hosting Services on a continuous or uninterrupted basis. Webiquity makes no warranty that the Hosting Services will be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, confidential information and property.
You further agree that as a normal course of its business, it may be necessary for Webiquity to migrate its servers. As a result, even though you may have a dedicated IP, You may be assigned a different IP number. Webiquity does not warrant that you will be able to consistently maintain Your given IP numbers.
From time to time your site may be subject to an event expected to cause a significant spike in traffic, such as appearance on a nationally syndicated television show or substantially advertised promotion. Webiquity reserves the right, but not the obligation to quarantine your site, throttle traffic or invoke other necessary techniques to protect other customers from being affected in the event of a sudden, significant increase in traffic. Webiquity encourages you to provide advanced notice of such planned events to us so that we can create a response plan to minimize the effect on your site. Unless otherwise agreed to by an authorized Webiquity Manager, any move to a quarantined or otherwise dedicated server will be will not last more than seven (7) days, and will not include any additional support, or any warranties of increased bandwidth, uptime, connections per second, or other enhanced performance metrics. All normal overage fees shall apply.
Service Level Warranty
Webiquity warrants that the network will be available 99.9% of the time in a given month. This service level warranty shall not apply to performance issues: (1) to the extent caused by factors outside of Webiquity's reasonable control; (2) that resulted from any actions or inactions of Customer or any third parties not affiliated with Webiquity, for example a DDOS attack on Customer's site or another customer's site hosted on the same server; (3) that resulted from Customer's equipment and/or third party equipment; (4) that resulted from software related issues; or (5) that are scheduled by Webiquity for purposes of maintaining or updating the Web Site or the Software. The network availability measurement expressly excludes downtime caused by (1)-(5) above.
Subject to Section 17 of this Agreement, if you experience Network Downtime above and beyond the 99.9% availability, upon request Webiquity will refund a customer 5% of the monthly fee for each 30 minutes of Downtime (up to and not to exceed 100% of customer's monthly fee). This is your sole and exclusive remedy for failure to meet the Service Level Warranty. "Network Downtime" exists when a particular customer is unable to transmit and receive data and Webiquity records such failure in the Webiquity trouble ticket system. Network Downtime is measured from the time the trouble ticket is opened by the customer to the time the server is once again able to transmit and receive data. If Customer fails to comply with this requirement, Customer forfeits its right to a receive service credit.
Web Site Content
You shall be solely responsible for providing, updating, uploading and maintaining your web site and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through your web site, including, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text. Your web site content shall also include any registered domain names provided by you or registered on behalf of you in connection with the Services. Notwithstanding anything in this Agreement to the contrary, in no event shall your web site violate Webiquity's AUP or consist of pages containing any of the following types of content:
1.pornographic, obscene or excessively profane content;
2.content intended to advocate or advance computer hacking or cracking;
5.drug paraphernalia; or
6.hate, violence or racial or ethnic intolerance.
Information Shared with Partners
As a condition of purchasing and using the Hosting Services, you acknowledge and agree Webiquity may provide your personal information to their partners, as required to provide the plans for which you are purchasing.
You acknowledge and agree Webiquity shall have the right to seek justification in connection with your use of the Hosting Services, and you shall be obligated to provide any and all information reasonably sought by Webiquity pursuant to such justification. In connection with such purchase, you acknowledge and agree that your name and justification may be disclosed to certain registries, including, but not limited to, the American Registry of Internet Numbers, in accordance with policies promulgated by any and all such registries and such information may be displayed publicly on the Whois database.
You represent and warrant to Webiquity that:
A. Your Content does not and shall not contain any content, materials, data, work, trade or service mark, trade name, link, advertising or services that actually or potentially violate any applicable law or regulation; B. infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person; and C. that you own your web site content and all proprietary or intellectual property rights therein, or have express written authorization from the owner to copy, use and display the content on and within your web site.
You also warrant that the web site being hosted by Webiquity will not be used in connection with any illegal activity. If you are hosting your web site on Webiquity's servers, you are responsible for ensuring there is no excessive overloading on Webiquity's DNS or servers. In the event you exceed your allotted bandwidth, compute cycles or disk space and thereby overload Webiquity's DNS or servers, you shall be assessed any and all fees, costs and penalties associated with such overloading. You may not use Webiquity's servers and your web site as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive activities. Server hacking or other perpetration of security breaches is prohibited and Webiquity reserves the right to remove sites containing information about hacking or links to such information. Use of your web site as an anonymous gateway is prohibited. Webiquity prohibits the use of software or scripts run on its servers that cause the server to load beyond a reasonable level, as determined by Webiquity. You agree Webiquity reserves the right to remove your web site temporarily or permanently from its servers if Webiquity is the recipient of activities that threaten the stability of its network. You agree not to engage in unacceptable use of any Services, which includes, without limitation, use of the Services to:
a. in any application or situation where failure of the Services could lead to death or serious bodily injury of any person, or to severe physical or environmental damage;
b. disseminate or transmit unsolicited messages, chain letters, unsolicited commercial email, or unreasonably large volumes of email on a daily basis, provided, Webiquity, in its sole discretion, may permit you, if you have a legitimate purpose and after request, to send more email than Webiquity's standard SMTP relay limit;
c. disseminate or transmit any material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious;
d. disseminate or transmit files, graphics, software or other material, data or work that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person;
e. create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication;
f. export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions;
g. interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which You do not have authorization to access or at a level exceeding your authorization;
h. disseminate or transmit any virus, trojan horse or other malicious, harmful or disabling data, work, code or program;
i. engage in any other activity deemed by Webiquity to be in conflict with the spirit or intent of this Agreement or any Webiquity policy; or
j. use your server as an "open relay" or similar purposes.
Webiquity prohibits the running of a public recursive DNS service on any Webiquity server. All recursive DNS servers must be secured to allow only internal network access or a limited set of IP addresses. Webiquity actively scans for the presence of public DNS services and reserves the right to remove any servers from the network that violate this restriction.
Storage and Security
At all times, you shall bear full risk of loss and damage to your web site and all of your web site content. You are entirely responsible for maintaining the confidentiality of your password and account information. You agree you are solely responsible for all acts, omissions and use under and charges incurred with your account or password or in connection with the Site or any of your web site content displayed, linked, transmitted through or stored on the Server. You shall be solely responsible for undertaking measures to:
1. prevent any loss or damage to your web site content;
2. maintain independent archival and backup copies of your web site content;
3. ensure the security, confidentiality and integrity of all your web site content transmitted through or stored on Webiquity servers; and
4. ensure the confidentiality of your password.
Webiquity's hosting servers are not an archive and Webiquity shall have no liability to you or any other person for loss, damage or destruction of any of your content. You are solely responsible for the backup of your content. Webiquity shall have no liability to you or any other person for your use of the Hosting Services in violation of these terms or any applicable law or regulation. You shall at all times use the Hosting Services as a conventional and/or traditional web site. You shall not use the Hosting Service in any way, as determined in Webiquity's sole discretion, that shall impair the functioning or operation of Webiquity's Services or equipment. You acknowledge and agree that Webiquity has the right to carry out a forensic examination in the event of a compromise to your server or account.
In the event you terminate, moving your web site off of the Webiquity hosting servers is your responsibility. Webiquity will not transfer or FTP your web site to another provider. In the event your use of the Services is terminated, Webiquity will not transfer or manage your Services or your web site content.
Additionally, in the event you elect to install or seek assistance from Webiquity in connection with the installation of any third-party software, the following terms shall apply. You represent and warrant you have the right to use and install the third-party software, and have paid the applicable licensing fees for the third party software, and the third-party software does not and shall not infringe on the intellectual property rights of any other person or entity. You agree to defend, indemnify and hold harmless Webiquity and its employees, officers and directors for, from and against any and all claims brought against Webiquity and its employees, officers and directors by a third-party alleging the software infringes: (i) the third-party's rights; or (ii) a U.S. patent, trademark, copyright or other intellectual property right. You agree that in such an event you shall pay all resulting costs, damages, expenses and reasonable attorneys' fees that a court awards and settlements incurred by Webiquity in connection with any such claims.
Suspension of Hosting Services
Webiquity may suspend Services without liability if: (i) we reasonably believe that the Hosting Services are being used in violation of this Agreement or our Policies; (ii) you don't cooperate with our reasonable investigation of any suspected violation of this Agreement or our Policies; (iii) there is an attack on your hosted system or your hosted system is accessed or manipulated by a third party without your consent, (iv) we are required by law, or a regulatory or government body to suspend your Hosting Services; or (v) there is another event for which we reasonably believe that the suspension of Services is necessary to protect the Webiquity network or our other customers. We will use commercially reasonable efforts to give you advance notice of a suspension under this paragraph of at least twelve (12) business hours unless we determine in our sole discretion that a suspension on shorter or contemporaneous notice is necessary to protect Webiquity or its other customers from imminent and significant operational, legal or security risk.
If your website is the target of a DDoS or other attack, you consent to Webiquity performing mitigation procedures with or without notice to you and without liability for any delay, disruption or interruption of service. Such procedures may include, but are not limited to, taking your website offline in order to isolate your website in a quarantine server, implementing ACL (access control lists), IP filtering, IP blocking, or any other mitigation techniques necessary to block the DDoS or other attack. Further, these techniques will remain in place until your website experiences at least 48 hours of continuous non-malicious, "normal" traffic.
If your website is moved to a quarantine Server, it will remain there for a minimum of 48 hours. After the initial 48 hour period, Webiquity will evaluate all traffic targeting your merchant website. If any traffic targeting your merchant website is deemed to be malicious, in Webiquity's sole discretion, your website will remain on said quarantine Server until it experiences 48 hours of continuous non-malicious, "normal" traffic.
Domain Name Registration
For the complete Domain Name Registration Agreement, please refer to www.Webiquity.com/terms/domain-agreement
Fees, Service Term, Renewal Reminders
Each domain name registration is for a one-year initial term, or such longer term as you may order or as may be required by a particular registry administrator, and is renewable thereafter for successive one-year terms, as set forth during the renewal process.
Any renewal of your Services with us is subject to our then-current terms and conditions, including, but not limited to, payment of all applicable Service fees at the time of renewal and the registry administrator's acceptance of such renewal.
The Renewal Grace Period, while subject to change at any time, is currently 30 days. If the domain name is not redeemed prior to the end of the 30-day redemption period your domain name will be released and it will become available for registration through all domain name providers on a first-come-first-served basis. To transfer a domain name during the redemption period, you must first redeem the domain (at the current redemption fee) and then purchase a domain transfer at the transfer fee. The transfer fee is subject to change under the terms of this agreement.
In the case of a domain name that has been transferred to Webiquity as the registrant for any reason, Webiquity retains the right to modify the contact information in the WHOIS record for such domain name registration to include Webiquity's contact information or that of a third party.
You acknowledge that you assume all risk and all consequences if you wait until close to or after the end of a Service term to attempt to renew such Service. If a Service is not successfully renewed prior to the expiration of its then-current term, all your rights to such Service will terminate, and we will have no obligation to allow you to renew a Service once its expiration date has passed, even if a registry administrator or third party service provider provides a grace period to Webiquity upon expiration or termination of such Service. You acknowledge that post-expiration renewal or redemption processes implemented on your behalf are subject to our then-current fees.
Suspension, Cancellation, Transfer or Modification of Service(s)
You acknowledge and agree that Webiquity may suspend, cancel, transfer or modify your use of the Services at any time, for any reason, in Webiquity's sole discretion and without notice to you. You also acknowledge and agree that Webiquity shall not be liable to you or to any third party for any such modification, suspension or discontinuance of the Services. Without limiting the foregoing, Webiquity may, in its sole discretion, suspend, cancel, transfer or modify a domain name registration (a) to correct mistakes made by Webiquity, another registrar, or the applicable registry administrator, (b) to resolve a dispute related to that domain name, (c) within thirty (30) calendar days of the creation date of that domain name registration, (d) if you materially breach this Agreement (including any applicable additional rule or policy) and do not cure such breach within five (5) calendar days of notice by Webiquity, (e) if you use the domain name registered to you to send unsolicited commercial advertisements in contradiction to either applicable laws or customary acceptable usage policies of the Internet, or (f) if you use a domain name in connection with unlawful activity.
You further acknowledge and agree that your domain name registration is subject to suspension, cancellation, transfer or modification pursuant to the terms of any rules or policies applicable to your domain name registration, including, but not limited to (i) the TDRP, (ii) any ICANN adopted policy, (iii) any registrar (including Webiquity) or registry administrator procedures, or (iv) any other ccTLD registry administrator procedures. You also agree that Webiquity shall have the right in its sole discretion to suspend, cancel, transfer or otherwise modify your domain name registration at such time as Webiquity receives what reasonably appears to be (a) an authentic notification from a court of competent jurisdiction, or (b) an arbitration award requiring the suspension, cancellation, transfer or modification of your domain name registration.
Design and Development
"Software" means the Webiquity Website Management software, current release version, including any updates provided by Webiquity, and Webiquity's proprietary technology and source code.
"Custom Work Product" means all designs, discoveries, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, information, and materials made, conceived, or developed by Webiquity after the Effective Date on behalf of Customer in furtherance of the Web Site or other Services provided to Customer under the terms of this Agreement, and paid for by Customer. Custom Work Product does not include any preexisting software owned by Webiquity, or any Customer Content or any third party software products incorporated into the Custom Work Product.
"Generic Modules" means discrete computer program subroutines that are not specific to the functions of the Custom Work Product but are useful generally in Webiquity's business and that are designated as "Generic Modules" in writing signed by both parties.
"Webiquity Technology" means any and all existing software, technology, know how, algorithms, procedures, techniques, and solutions associated with the use, design, development, testing, and distribution of the Custom Work Product and improvements to such existing software and related technology, which technology is owned by Webiquity or its suppliers and used by Webiquity in the development effort hereunder.
"Intellectual Property" means intellectual property or proprietary rights, including but not limited to copyright rights, moral rights, patent rights (including patent applications and disclosures), rights of priority, mask work rights, and trade secret rights, recognized in any country or jurisdiction in the world.
Webiquity agrees to provide web site development and related services that substantially comply with the information provided by Customer to Webiquity through the Website Intake Form or Webiquity Account Manager assigned to the Customer account and agreed to by Webiquity (the "Statement of Work".) Customer understands that Webiquity's design and development obligations are limited to those expressly set forth in the Statement of Work and may be used on the designated domain name only. Any design or development work above and beyond the Statement of Work as requested by Customer is subject to Webiquity acceptance and will be charged to Customer at additional fees.
Webiquity will provide Customer with a web location to view the work designed, created, and/or produced by Webiquity in connection with this Agreement and as further set forth in the Statement of Work (the "Deliverables"). Customer shall have 30 days after Webiquity provides the link to inspect and test the Deliverables to determine if it conforms to the Statement of Work. One (1) round of revisions will be extended for reasonable changes to the Deliverables upon inspection.
Time to Cure
After receipt of approved revisions, Webiquity shall have 30 days to make the revisions and redeliver such Deliverables to Customer. Customer shall again have 30 days after Webiquity redelivers to inspect and test the Deliverables to determine if it conforms to the Statement of Work. If the Deliverables continue to fail to materially conform to the specifications in the Statement of Work, then: (i) either Party may terminate this Agreement; or (ii) if both Parties agree, Webiquity will be given an opportunity to cure any defects in accordance with this section.
The Deliverables shall be deemed to be accepted upon the earlier of (a) written notice by Customer to Webiquity of such acceptance or (b) expiration of the time period for Customer's inspection without written notice to Webiquity of material non-conformance. Customer shall not unreasonably withhold or delay acceptance.
Ownership of User Content
Customer acknowledges and agrees that (a) unless expressly stated elsewhere, Webiquity has no proprietary, financial, or other interest in Customer's Content; (b) Webiquity does not, by virtue of offering or hosting Customer's Content, edit, distribute, market, sublicense, publish, or otherwise provide Customer's Content to end users; and (c) Customer is solely responsible for the information, data, graphics, text, quality, performance, and all other aspects of its Content. Customer warrants that it owns or has the right to use and offer the Content in connection with Customer's Marks in the manner in which such Content is offered and will be offered by Customer during the term of this Agreement.
Protection of Content
Customer acknowledges and agrees that Customer is solely responsible for ensuring the integrity of its Content. Although Webiquity may, from time to time, provide data backup services, Customer is advised that Webiquity is not an insurer and is in no way responsible for any damages resulting from the loss of Customer's Content, regardless of the reason for such loss. Customer is solely responsible for backing up/archiving Customer's Content.
Grant of License
Upon final and full payment of all fees associated with the Deliverables, Webiquity grants to Customer a limited, non exclusive, license to use, reproduce, display, and perform, works based upon the Deliverables, Webiquity Technology, the Generic Modules, and all Intellectual Property rights contained in the Custom Work Product on the designated domain. This license shall only extend to the extent necessary for the Customer to maintain a web site while hosted with Webiquity.
Custom Work Product, Software, Webiquity's Content, Webiquity Technology, the Generic Modules, and all Intellectual Property rights contained therein are and will remain the sole and exclusive property of Webiquity.
Webiquity's Rights to User Content
Customer grants to Webiquity a non-exclusive, worldwide, perpetual, royalty free license to reproduce, modify, display, perform, adapt, transmit, distribute, improve, and otherwise use customer content in connection with Webiquity's performance under this Agreement.
Webiquity's Right to Re-Use Deliverables
Customer understands and specifically acknowledges that Webiquity may, in its sole discretion, use some or all of the Deliverables (excluding content provided by customer) in the future in commercial development projects for other customers. Nothing in this Agreement shall be construed to limit Webiquity's right to do so or to use any information in non-tangible form retained by Webiquity as ideas, information and understandings retained in the human memories of its employees, contractors and agents, provided that Webiquity may only use information of general applicability and not Customer's Confidential Information. This provision shall not be construed to operate to grant Webiquity any rights under Customer's patents or copyrights.
Customer to Cooperate
Customer will provide reasonable assistance and cooperation to Webiquity to acquire, transfer, maintain, perfect, and/or enforce the Intellectual Property rights in the web site (excluding content provided by Customer) and Custom Work Product, including, but not limited to, execution of a formal assignment or such other documents as may be reasonably requested by Webiquity. Customer hereby appoints the officers of Webiquity as Customer's attorneys in fact to execute such documents on Customer's behalf for this purpose.
To the extent that Customer has any interest or right with respect to the Deliverables, such interest or right shall be subject to (and Customer hereby grants to Webiquity) a security interest to the extent of the difference between the payments that are due and the payments that are actually made by the Customer for such Deliverables. Upon request of Webiquity, Customer shall execute any instrument required to perfect such security interest.
Fees for Design Services
The purchase of Design Services is a purchase of the time and creativity of Webiquity's Design team. As such, this is a limited resource and Webiquity requires that purchases be consummated within a reasonable amount of time. If You purchase Design Services, you must provide the required input, as required in the welcome email and phone calls placed to you by Webiquity Account Managers within 30 days of your order date. After 30 days without response, Webiquity will create your website and make it available to the public using the business category You chose with your Webiquity Account Manager in the initial call, after which setup of the purchased Marketing Services will begin on your site and the Design Services shall be deemed closed and delivered in full satisfaction. In the instance where Webiquity completed your website in this fashion, you may have up to 120 days to reconnect with Webiquity and deliver the Statement of Work for further website customization. After 120 days, no further Design Services will be provided without additional purchase. You will not be entitled to a refund for failure to respond within the given time frames.
The sale of Webiquity Services are final and without a right to refund after the federal mandated three-day right of rescission. A partial, pro-rated refund may be obtained at Webiquity’s sole discretion. Such refund will be pro-rated to compensate Webiquity for any expenditure in time, money or other resources already spent on the partial provision of the Services.
You acknowledge that the efficacy of Webiquity’s Marketing Services, including but not limited to PPC, SEO Services, Social Media Marketing, Video and Local Marketing, (each and collectively “Marketing Services”) may be dependent on third party services such as Google, Microsoft, Yahoo, Facebook, Twitter, Ebay and Amazon. Webiquity will not be held liable for any changes in their algorithms, rules, policies or procedures that may negatively impact the campaign and/or cause it to be paused or disapproved. No refunds will be provided for Services rendered (including set up fees) but determined ineffective due to these third parties.
Marketing Services and all related billing will begin the earlier of the date that the Customer’s Web Site becomes available to the public or sixty (60) days after purchase of the service. Feedback from Customer may be required prior to beginning or continuing Marketing Services. In the event such Feedback is required, Customer agrees to provide all required Feedback no later than thirty (30) days following a request. Should Customer fail to provide Feedback within thirty (30) days, Webiquity’s Marketing Team shall take the initiative of launching and continuing the Marketing Services using information found on the Customer’s Web Site.
Acceptable Use Policy
Webiquity does not offer PPC Marketing Services to any site in violation of the Webiquity AUP. Webiquity retains the right to determine whether a site is in violation of the AUP in its sole discretion.
For purchased PPC Management Services, Webiquity agrees to spend an agreed amount per month on ad spend for a management fee as outlined for each PPC product. This ad spend is estimated per day and may exceed a given day's budget by as much as 20% but will not exceed the agreed upon total per month. The remainder of the fees pay for the creation, ad copy writing, management, optimization and conversion testing of the PPC ad campaign. As with the standard PPC services, Webiquity will apply commercially reasonable efforts to qualify visitors. However, there is NO GUARANTEE on the number of conversions produced by visitors and there is NO GUARANTEE against fraudulent clicks.
Social Media Marketing
By purchasing the Social Media Marketing Services, you agree to allow Webiquity to post on your behalf and give Webiquity full access/administrative rights as required to complete its obligations under this agreement. Webiquity will assist in managing your social media marketing efforts by providing updates and/or original profile content on an agreed upon schedule.
Webiquity will set up your business social media accounts in order to provide the Social Media Marketing Service. If you already have business social media accounts, you must provide account information before Webiquity can initiate service. Webiquity cannot begin providing Social Media Marketing Service until you provide account information. Subsequent to Webiquity setup you are responsible for maintaining the security of such accounts and updating Webiquity if any account information (user name, password, etc.) changes.
No credits or refunds will be issued for scheduled content not posted due to your failure to provide timely approvals or to update Webiquity with your social media account information. There is NO GUARANTEE that the Social Media Marketing Services or any associated post will generate any additional conversions. No refunds will be provided for unused portions of multi-month service packages. For clarity, if you purchase a promotional discounted 6 month package, NO REFUNDS will be given if you wish to cancel the service after the first month.
Webiquity warrants that it will not fraudulently increase the number of "Likes" any ad generates. However, there is NO GUARANTEE on the number of "Likes" or associated conversions produced by visitors and there is NO GUARANTEE against fraudulent "Likes". Further Webiquity cannot control who may "Share" or otherwise forward Webiquity generated advertisements. You acknowledge that all Facebook Promotional Services are furnished by using third party applications and tools and as such are limited by the capabilities of such applications and tools. You further agree to be bound by any terms and conditions required by such third party applications and tools.
If you have purchased such services, Webiquity agrees to create and manage Twitter advertising campaigns. Webiquity warrants that it will not fraudulently increase the number of clicks any ad generates. However, there is NO GUARANTEE on the number of clicks or associated conversions produced by visitors and there is NO GUARANTEE against fraudulent clicks. Further Webiquity cannot control who may "retweet" or otherwise forward Webiquity generated advertisements. You acknowledge that all Twitter Promotional Services are furnished by using third party applications and tools and as such are limited by the capabilities of such applications and tools. You further agree to be bound by any terms and conditions required by such third party applications and tools.
In addition to the terms and conditions herein, you acknowledge that Webiquity is providing the Merchant Services through a third-party service provider, and, accordingly, this Agreement and use of the Merchant Services is subject to such providers' acceptance of your application and your acceptance of the providers' terms and conditions.
If you chose a solution that includes email, Webiquity will license to you the initial environment subject to the terms herein. You will otherwise be responsible for administering your mail service, including adding mailboxes, wireless or other service components, adding additional storage capacity, managing settings and configuring spam filters.
Limitations on Email Services
Webiquity may provide some functions designed to filter unwanted email such as spam. You acknowledge that such filters are limited and may result in the capture of legitimate email as well as fail to capture some unwanted email. You further acknowledge that third party filtering systems may prevent the successful delivery of your messages.
Webiquity is not responsible for the complete backup of your email. Webiquity may perform routine data backups on a "snap shot" bases at a specific moment. This will capture those items that are present during the exact time of the backup and will not capture a backup of every email that is sent, received or stored. This backup may only be retrieved for a limited time, generally no more than fourteen (14) days from date of backup. Any request for retrieval will be performed at a time and materials basis with a minimum 2 hour charge. Webiquity does not warrant that the retrieval will be successful in recovering the item(s) desired. Failure to do so shall in no way wave Customer's obligation to pay for the retrieval services.
Webiquity has a zero tolerance spam -also known as Unsolicited Commercial Email (UCE)- policy. Webiquity does not permit spam being sent using Webiquity mail servers.
All email sent via Webiquity servers must meet the following criteria:
1.The recipient of your email has made a purchase, requested information, responded to a questionnaire or a survey, or had offline contact with you.
2. Marketing/Newsletter emails must provide a working link for users to unsubscribe.
3. All requested to unsubscribe must be processed within 10 days.
4. Email "from address" must contain the domain name of your Webiquity website.
5. Email subject lines must not contain misleading information.
Webiquity may actively monitor our mail servers for abuse. Any customer found to be using Webiquity mail servers to send spam will be immediately cut-off from use of Webiquity Services without refund.
Use of any mass email programs in conjunction with Webiquity SMTP servers is strictly prohibited.
To cover the increasing cost of processing spam claims, Webiquity reserves the right to charge Customer a processing fee for each instance of notification received from recipient of Customer's email. Webiquity reserves the right to suspend or terminate any Services if Webiquity has a reasonable good faith belief that Customer is engaging in UCE or UCE related activities.
We respect your privacy. The content of your items is your confidential information and will be treated as such. We agree that our personnel will not view the content of your items except in the specific ways defined below. However, you agree that we may view and use the message routing data for our general business purposes, including maintaining and improving security, improving our services, and developing products. In addition, you agree that we may disclose message routing data to third parties in aggregate statistical form, provided that we do not include any information that could be used to identify you.
Our Limited Rights to View and Use Your Content
You agree that our personnel may view the content of your email and other items for the following purposes: i. as necessary to respond to your specific support request; ii. to ensure that backups are being performed properly; iii. for Bulk Mail, to ensure compliance with our requirements for Bulk Mail stated above; iv. as appropriate to the exercise of our rights to use and disclose as required by law or court order; and v. for Junk Mail, to improve our email filter.
If we use third party vendors to help us provide Services to you, we may permit those vendors to view and use your email content for the same purposes described above, provided that the vendors are subject to confidentiality and privacy restrictions at least as stringent as those stated we provide. In addition, we may share the content of your Junk Mail with independent third party abuse agencies and trade groups for the purpose of assisting in industry initiatives to control undesirable email.
You acknowledge that Webiquity is required to establish an abuse@[yourdomain].com and
postmaster@[yourdomain].com address for each of your domains. Webiquity personnel or the personnel of our third party vendor will review the content of all mail received at these addresses. You may configure your Mail Service such that mail is not received at these addresses but is instead forwarded to someone within your organization.
WE WILL NOT EMPLOY TECHNOLOGY TO READ YOUR EMAIL MESSAGES IN ORDER TO TARGET, DISPLAY OR SEND MARKETING ADS BASED ON THE CONTENT OF THOSE EMAIL MESSAGES.
"SEO Services" means the search engine optimization services for Customer's Web Site described in this Agreement. SEO Services do not include any programs or other services not specifically described herein.
Customer hereby approves Webiquity to create business accounts of search engine marketing tools including Blogger, Google Analytics, Google Webmaster Tools and Google Base, and other Customer-owned search engine marketing or other online accounts, as necessary, for the purpose of performing tasks as part of the SEO Services. Customer shall provide access information and passwords as needed and requested by Webiquity from time to time.
As part of the SEO Services Webiquity may "ghostwrite" certain articles on behalf of the Customer to be attributed to an individual within the Customer's organization (usually the owner) when published on Customer's blog and third party Web Sites. Customer authorizes Webiquity to write and publish articles on his/her behalf on Customer's Web Site, blog and third party websites. Customer has the option to approve or suggest changes to articles within 2 business days of completion. If Customer suggests modifications, changes will be implemented and the article will be published without further delay. If Customer does not respond within 2 business days (Monday through Friday excluding Holidays), approval is assumed and the article will be published.
Customer acknowledges that Webiquity will not be held responsible for delays in service caused by Customer's failure to provide necessary and requested information in a timely manner, including but not limited to approvals, login info and passwords, keywords, and other critical feedback (each and collectively “Feedback”). Such delays on the side of the Customer can seriously impair the SEO Services and negatively affect results. Should Customer fail to provide the required Feedback within one (1) month from the request, Webiquity may, at its sole discretion, terminate the SEO Services. No refunds will be provided for Services (including set up fees) that have been terminated hereunder or otherwise affected by Customer delays
Webiquity is not liable for any loss of ranking or traffic. Further Webiquity is not liable for any other changes or issues caused by other search engine optimization companies or by the Customer or any third party. Customer agrees to notify Webiquity promptly if customer engages in any other SEO efforts or partners and/or hires another search engine optimization company during this contract term. Webiquity does not guarantee any increase in sales. Webiquity also does not guarantee any exact placement in any search engines.
Subject to Section 9 (Fees and Payment), Customer may be charged a monthly recurring fee each month of the SEO Service plan purchased. Customer understands that Webiquity incurs expense and has tailored the pricing of such plans based on the term commitment. As such, Customer agrees that the purchase of a particular plan is a non-cancelable commitment for the entire plan term (i.e. 6 months, 12 months, etc.) irrespective of how the plan is charged and is not subject to any refund for service cancelled prior to the completion of the term.. At the end of the term commitment, Webiquity will continue to provide the SEO Services on a month to month basis unless terminated by Customer.
Acceptable Use Policy
In order to maintain our system integrity and resources we expect our customers to act responsibly. When you use any Webiquity services, in any form, you automatically agree to the following Conditions:
Webiquity maintains high standards and values, and expects the same from its customers. We reserve the right to suspend or cancel a customer's access to any or all Services provided when we decide, in our sole discretion, that the account has been inappropriately used. In short we may decline Services because of:
Adult Material (as described below)
Pornographic, obscene or excessively profane content;
Content intended to advocate or advance computer hacking or cracking;
Hate, violence or racial or ethnic intolerance.
Use of the Services in a manner in which it was not intended
Use of the Services in a manner which does not conform to Webiquity's values
Webiquity reserves the right to place hyperlinks to "http://www.Webiquity.com" at the bottom/footer of your website.
Adult Material Policy
Webiquity maintains a strict "No Adult Material Policy". Any presentation of material that is sexual, pornographic or obscene in nature, as determined in Webiquity's sole discretion, will not be allowed. By way of example and not limitation, "Adult Material" includes any of the following:
1. Any photos or videos showing frontal nudity on either men or women.
2. Any photos or videos showing any sexually explicit nudity.
3. Any audio clips or text containing sexually explicit material.
4. Any sites with direct links to other sites containing such material.
5. Any site engaged in the sale of sexually explicit items.
If your site contains material that you are unsure about, please let us know before placing the order.
Trademark, Copyright, Abuse of, Policies
Whether you are the holder of a trademark, service mark, or copyright, Webiquity is committed to helping you protect your legal rights. Therefore, we have established the following policies for considering trademark and/or copyright infringement claims.
Webiquity will only provide access to an account to the designated Owner or Point of Contact of that account regardless of whether someone else maintains, pays for or otherwise administers the account. The "Owner" of the account is the person or entity whose name was used to set up the account. Only the Owner will be authorized to transfer the ownership of the Webiquity website or other Services. Webiquity is not a court of law and will not arbitrate or adjudicate disputes between potential Owners. If there is a dispute of the named Owner's right to the website or Services, Webiquity will comply with any court order or settlement agreement.
To transfer ownership of one of your Webiquity website orders, we will need a signed, notarized copy of the Transfer of Ownership form. As an alternative, you may email a scanned copy of a notarized contract or sales agreement signed by both current and new account holders as long as it specifically mentions the Webiquity account as part of the sales agreement.
If you have Webiquity merchant services, you will not be able to transfer ownership of that account to the new Owner. The original merchant service account will have to be manually canceled by Customer. In addition, we recommend that you locally archive any sensitive email data prior to requesting transfer. If you have questions about how to do so, please contact Technical Support.
Please note that once the new Owner places a website order, we recommend that you place your website in maintenance mode and refrain from any administrative updates, as new data added during or after the copying procedure may fail to appear in new owner's website, and/or may cause duplication of database record ID#s. This will also prevent customers from placing orders which might be affected by the data copying. Since PCI guidelines prevent us from copying full credit card data, any order which is not captured prior to copying cannot be captured from the new, copied Webiquity website.
Copyright and Trademark Claims
1.To notify Webiquity that there has been a copyright or trademark violation, please follow the specific instructions in (A) for filing a trademark claim, or (B) filing a copyright complaint.
2.If you are responding to a complaint of infringement, you will need to follow our Counter Notification policy in (C).
1. Please understand Webiquity is not in a position to mediate trademark disputes between Customers and trademark owners. As a result, we strongly encourage trademark owners to resolve their disputes directly with the Customer who posted the content in question. Contacting the Customer may allow for a quicker resolution to your claim in a way that is beneficial to both the owner and the Customer.
2. If you (the "Complaining Party") are unable to reach a resolution with the Customer in question and would like to submit a trademark claim for violation of a mark on which you hold a valid, registered trademark or service mark (registered with the United States Patent and Trademark Office or, for foreign marks, registered with the appropriate intellectual property organization of your country; state registrations are not considered valid for these purposes), Webiquity requests that the Complaining Party substantiate such claim by providing the following information via email to . The words "Trademark Claim" should appear in the subject line.
To be considered effective, a notification of a claimed trademark violation must include the following information:
- The trademark, service mark, trade dress, name, or other indicia of origin ("mark") that is claimed to be infringed, including registration number.
- The jurisdiction or geographical area to which the mark applies.
- The name, post office address and telephone number of the owner of the mark identified above.
- The goods and/or services covered by or offered under the mark identified above.
- The date of first use of the mark identified above.
- The date of first use in interstate commerce of the mark identified above.
- A description of the manner in which the Complaining Party believes its mark is being infringed upon.
- Sufficient evidence that the owner of the website that is claimed to be infringing is a Webiquity customer.
- The precise location of the infringing mark, including electronic mail address, etc.
A good faith signed certification, stating that you:
- Have a good faith belief that the use of the trademarks described within the complaint are not authorized by the trademark owner or its agent, nor is such use otherwise defensible or permissible under law.
- You represent that the information in the complaint is true and correct and that you are authorized to act on behalf of the trademark owner.
3. Upon receipt of the appropriate information identified in Section 1 above, for trademark claims, Webiquity will initiate an investigation. While Webiquity is investigating the claim, Webiquity, at its sole discretion and without any legal obligation to do so, notify the posting party it will lock down the posting party's domain name(s), redirect the posting party's DNS, forward the Complaining Party's written notification to the posting party, and/or if it is solely stored on a Webiquity server, temporarily remove or deny access to the challenged material.
4.If Webiquity concludes that the Complaining Party has raised a legitimate trademark claim, it may, at its sole discretion and without any legal obligation to do so, continue to suspend the posting party's Webiquity account and/or if it is solely stored on a Webiquity server, deny access to the challenged material. If Webiquity concludes that the Complaining Party has not raised a legitimate claim or if it is not clear whether the Complaining Party has raised a legitimate claim, Webiquity will restore access to the challenged material subject to a valid court order.
5.The Complaining Party should understand that Webiquity, an ICANN accredited registrar, and its customers are bound by the UDRP. Nothing in this Policy should be construed to supersede the UDRP, nor the obligation of Webiquity and its customers to abide by it in the context of domain name disputes.
1.If the Complaining Party would like to submit a copyright claim for material on which you hold a bona fide copyright, Webiquity requests that the Complaining Party substantiate such claim by providing Webiquity with the following information via email to . The words "Copyright Claim" should appear in the subject line. A copyright claim can also be submitted by mail to: Copyright Agent, Webiquity, Inc., 1261 South 820 East, 2nd Floor, American Fork, UT 84097.
To be considered effective, a notification of a claimed copyright infringement must be provided to Webiquity and must include the following information:
- An electronic signature of the copyright owner, or a person authorized to act on behalf of the owner, of an exclusive copyright that has allegedly been infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works on that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Webiquity to locate the material.
- Information reasonably sufficient to permit Webiquity to contact the Complaining Party, such as an address, telephone number, and, if available, an electronic mail address at which the Complaining Party may be contacted.
- A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is the owner, or is authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.
2.For Copyright Claims, upon receipt of appropriate notification from the Complaining Party, pursuant to Section 1 of Copyright Claims above, Webiquity will remove or disable access to the material that is claimed to be infringing.
3.If the Complaining Party provides Webiquity with appropriate notification, pursuant to Section 1 of Copyright Claims above, including information reasonably sufficient to permit Webiquity to locate and remove or disable the material in question, or includes information concerning repeat infringement, then Webiquity will forward the Complaining Party's written notification to such alleged Infringer and shall take reasonable steps promptly to notify the Infringer that it has removed or disabled access to the material.
- An electronic signature of the Infringer.
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
- A statement under penalty of perjury that the Infringer has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
- The Infringer's name, address, and telephone number, and a statement that the Infringer consents to the jurisdiction of the Federal District Court for the judicial district of Texas, or if the Infringer's address is outside of the United States, for any judicial district in which Webiquity may be found, and that the Infringer will accept service of process from the Complaining Party or an agent of such Party.
2.Upon receipt of a Counter Notification as described in Section 1 above, Webiquity shall promptly provide the Complaining Party with a copy of the Counter Notification, and inform such Party that it will replace the removed material or cease disabling access to it in ten (10) business days. Webiquity will replace the removed material and cease disabling access to it in not less than ten (10), nor more than fourteen (14), business days following receipt of the Counter Notification, unless Webiquity first receives notice from the Complaining Party that such Complaining Party has filed an action seeking a court order to restrain the Infringer from engaging in infringing activity relating to the material on Webiquity's system or network.
It is Webiquity's policy to provide for the termination, in appropriate circumstances, of Webiquity customers and account holders who repeatedly violate this policy or are repeat infringers of copyrighted works, trademarks or any other intellectual property.
To cover the increasing cost of processing abuse claims, Webiquity reserves the right to charge Customer a processing fee for each instance of notification received from a legitimate copyright holder. Webiquity reserves the right to suspend or terminate any Services if, upon notification, Customer fails to comply with a legitimate infringement claim within the specified time.
Civil Subpoena Policy
If you seek the identity or account information of a Webiquity customer in connection with a civil legal matter, you must fax, mail, or serve Webiquity, Ltd. with a valid subpoena.
Submission of Subpoenas
Webiquity is headquartered in American Fork, Utah and all criminal subpoenas should be served at that location or mailed to:
1261 South 820 East, 2nd Floor
American Fork, UT 84097
Notice to Customer and Response Time
Upon the receipt of a valid civil subpoena, Webiquity will promptly notify the customer whose information is sought via e-mail or U.S. mail. If the circumstances do not amount to an emergency, Webiquity will not immediately produce the customer information sought by the subpoena and will provide the customer an opportunity to move to quash the subpoena in court. Webiquity reserves the right to charge an administration fee to the customer by charging the Payment Method the customer has on file with Webiquity.
Fees for Subpoena Compliance
Webiquity will charge the person or entity submitting the civil subpoena for costs associated with subpoena compliance. Payment must be made within thirty (30) days from the date of receipt of the Webiquity invoice. Checks should be made out to Webiquity, Inc.
Webiquity's subpoena compliance costs are as follows:
Research - $75.00/hour
Federal Express - Cost as Billed
Copies - $.25/page
Policies Regarding E-mail
Webiquity's email servers are located in the United States. Webiquity will not produce the content of e-mail, as the Electronic Communications Privacy Act, 18 U.S.C. §2701 et seq., prohibits an electronic communications service provider from producing the contents of electronic communications, even pursuant to subpoena or court order, except in limited circumstances. Webiquity's e-mail servers do not retain deleted or sent e-mail.
Webiquity reserves the right to request a copy of the complaint and any supporting documentation that demonstrates how the Webiquity e-mail address is related to the pending litigation and the underlying subpoena.
Criminal Subpoena Policy
If you seek the identity or account information of a Webiquity customer in connection with a criminal matter, and you are a member of the law enforcement community, you must fax, mail, or serve Webiquity, Inc. with a valid subpoena.
Submission of Subpoenas
Webiquity is headquartered in American Fork, Utah and all criminal subpoenas should be served at that location or mailed to:
1261 South 820 East, 2nd Floor
American Fork, UT 84097
Policies Regarding Email
Webiquity will not produce the content of e-mail, as the Electronic Communications Privacy Act, 18 U.S.C. §2701 et seq., prohibits an electronic communications service provider from producing the contents of electronic communications, even pursuant to subpoena or court order, except in limited circumstances. Webiquity's e-mail servers do not retain deleted or sent e-mail.
Webiquity reserves the right to request a copy of the complaint and any supporting documentation that demonstrates how the Webiquity e-mail address is related to the pending investigation and the underlying subpoena.
The most recent version of the Uniform Domain Name Dispute Resolution Policy can be found at http://www.icann.org/en/udrp/#udrp.