Web Else Service Agreement/TOS                   Web Else Service Agreement/TOS This Web Else Service Agreement/Terms of Service (TOS) is made between Web Else, a Georgia business having an address of 5885 Cumming Highway, Suite 237, Sugar Hill, GA 30518, Gwinnett County hereinafter referred to as Web Else, and any and all persons, organizations, and entities hereinafter referred to as, Customer, and having submitted the Web Else Service Agreement/TOS form. Submission of the Web Else Service /TOS as stated above indicates that you have read this agreement and agree to be bound by this agreement, and the fee schedule and changes to this agreement as posted on the Web Else web site from time to time. Furthermore, by using Web Else services, the Customer acknowledges that the Customer has read this agreement and agrees to be bound by the terms and conditons contained herein as well as all acceptable use policies incorporated by reference. Web Else reserves theriht to change or modify any of the terms and conditions contined in this agreement, and in any addendum, any policy or guideline incorporated by reference at any time and from time to time in it's sole discretion. Web Else furthermore reserves the right to determine whether and when any such changes apply to both existing or futue Customers. Any changes or modifications will be effective upon posting of the revisions on the Web Else web site. Continued use of Web Else services subsequent to such changes or modifications will constitute the Customer's acceptance of such changes or modifications. The parties hereto agree and bind themselves as follows: 1. EFFECTIVE DATE AND TERM OF SERVICE This agreement is effective when it is signed by the Customer and returned to Web Else with all applicable fees as outlined in your Web Else Free Quote and in the "PAYMENT FOR SERVICES" section of this agreement. The term of this agreement shall be for one (1) year. The term shall be automatically renewed, providing that neither party has provided the other party with a written notice not to renew for the forthcoming term. Web services automatically renewed under this agreement refer to web site hosting only. Notice not to renew by either party must be given at least thirty (30) days prior to the expiration of the term. Customers desiring to renew web site maintenance must notify Web Else in writing, thirty (30) days prior to expiration of their initial term of coverage. One year of web site maintenance covers up to 10 hours of technical support. Support in excess of 10 hours will be billed at at rate of twenty-five ($25) dollars per hour (one hour minimum). 2. WEB DESIGN SERVICES a. Create Web Pages Web Else will create web site pages using HTML, such that changes can be made when needed by anyone who knows HTML. Upon customer request, web site pages will be created using Macromedia Flash. b. Ensure Browser Compatibility Web Else will design web pages and test to make sure they are fully visible and operational under the latest versions of Netscape, Microsoft Internet Explorer, and Mozilla Firefox. Despite our best efforts to make the content and functions of the Customerr's web site available to all viewers, the Customer acknowledges that each browser, and each version of each browser, has different features and will display a web site differently. The Customer furthermore acknowledges that there also may be discrepancies in the appearance and/or function of the site when viewed by non-standard browsers, including those used by some America Online subscribers and people with disabilities; and the only way to ensure perfect appearance and performance on nonstandard browsers is to create separate parallel pages for each nonstandard browser, or to move to a database-driven design, either of which will increase design and programming costs exponentially. c. Assignment of Complex Programming Web Else reserves the right to subcontract to a qualified programmer work that requires programming in languages other than HTML and JavaScript. d. Ownership of Text and Original Artwork Web Else retains ownership of the Customer's web site until it is fully paid for, at which time the Customer will acquire all rights to the text and any original artwork we created specifically for the web site, and a permanent right to use the site design and all underlying code. We retain the right to reuse the general layout and code (layouts and code are so similar from web site to web site that it is not possible to grant exclusive rights and stay in the design business) and to use the site design and artwork for educational and our own marketing purposes. e. Web Site Text Web Else requires that Customers provide the text for the web site being designed. If the Customer does not provide text for the design of the web site, Web else will create such documents to the best of our knowledge, and in turn charge the Customer the amount of twenty-five ($25.00) dollars per hour for the creation of such text, unless otherwise noted in the Free Quote. f. Graphics Web Else will develop web site graphics in appropriate graphics software. There is no charge for creation of such design elments as buttons or horizontal rules. Web Else will provide up to 3 FREE stock photos/graphics for use on the Customer's web site. Additional photos/graphics will be provided on a fee basis. If need be, we'll purchase for the Customer's web site any photos, illustrations, or backgrounds needed through commercial stock design houses, which houses will retain all other rights to these graphics. We will not buy anything to be charged to the Customer without the Customer's authorization. g. Project Completion Date Web Else will make every effort to complete the Customer's project by the Project Completion Date (PCD) furnished on the Web Else Free Quote provied to the Customer. Keep in mind that the PCD is merely an estimate and does not reflect the exact time for completion of the Customer's web project. h. Site Delivery A CD-ROM will be delivered to the Customer that includes all photos, graphics, backgrounds, text HTML, or other source code, necessary to completely reproduce the entire web site. 3. WEB HOSTING SERVICES Customer acknowledges that it may be necessary from time to time, to upgrade, replace, remove or substitute network software at the sole discretion of Web Else. Customer understands that Internet use, and related products and services provided under this Agreement, may require registration and related services that are public in nature. Web Else shall provide technical support to Customer via electronic mail as necessary, and will exercise reasonable care to ensure the proper operation and accessibility of the server over the Internet. Web Else shall provide disk space on the server containing the web hosting software and connection through one or more links and nodes to the Internet. Web Else shall have total discretion as to the physical location of the server as well as the software running on the server. a. Upload Files Web Else will upload final Customer web site files to a hosting service of the Customer's choosing . If the Custotmer has not contracted with a hosting service within two weeks after we complete the web site, Web Else will mail web site files to the Customer on a CD-ROM disk. b. E-mail Mailboxes Web Else will initiate web-based Web Mail e-mail service for the Customer, and create corresponding mailboxes as requested by the Customer. Web Else will not access or review the contents of any e-mail or similarly stored electronic communications except as required or permitted by applicable law or legal processes. c. Passwords Web Else will provide to Customers hosting passwords to allow access to files sotred on Web Else servers. 4. CUSTOMER RESPONSIBILITIES Guarantee of Ownership The Customer guarantees their right to use graphics they furnish. The Customer guarantees that they own the rights to use any artwork or photos they furnish to Web Else for their web site, and will hold Web Else harmless and indemnify us from any liability for using graphics the Customer furnishes, but for which the Customer does not have legal rights to use. This includes the Customer logo. Responsibility for Legal Compliance The Customer agrees to be solely responsible for complying with any laws that apply to their web site, including the rules of professional conduct governing attorneys and laws governing use of trademarks and copyrights. The Customer agrees to comply with all applicable laws of the state of Georgia, the United States of America, all international laws and treaties, and the laws of the jurisdiction in which the Customer is located with regard to the transmission and use of information and content over the Internet or otherwise involving Web Else. Customer further agrees not to use the Internet service for illegal purposes, to interfere with or disrupt other network users, network services or network equipment. Customer shall be liable for and shall indemnify and defend Web Else from and against any claims in anyway arising from or related to (i) the alleged infringement of patent, trademark, design, copyright or any other intellectual property rights in relation to the Customer's use of the services and (ii) Customer or inclusion of any information, photographs, art work or other content (including without limitation claims based on invasion of privacy, right of publicity, the Communications Decency Act of 1996, obscenity or pornography, and the violation of any statutes or ordinances or other laws). Web Site Design Changes The Customer agrees to review all draft web pages at the Design Review Meeting, and to make any changes or corrections at that time. Web Else reserves the right to re-quote the design of any web site where the Customer has requested major design changes subsequent to what was agreed upon and accepted by the Customer in the Design Review Meeting. 5. RESPONSIBILITY OF CUSTOMER REGARDING END-USER Customer agrees to certain responsibilities regarding End-users of Web Hosting Service: End-user shall mean an individual who (1) provides at least his or her first and last name and email address to Customer for the purpose of accessing the network or (2) has access via the Customer to any portion of the network. Customer shall cause each End-user to be legally bound by Domain Name Dispute Policy, a copy of which is available at http://www.icann.org/udrp/udrp-policy-24oct99.htm. Customer shall not amend the Dispute Policy in any way that is unfavorable to the Network Provider. Customer agrees to perform due diligence in preventing fraudulent transactions made by End-users on the network. Customer is responsible for all End-user customer support, billing, and collections. Web Else's relationship under this agreement is solely with Customer. Customer shall prevent end-user from using Web Else's company name, logo, trademarks or service marks, without the prior written consent of Web Else. Customer shall ensure that end-user complies with section 6 ("WEB SITE CONTENT") of this agreement. 6. WEB SITE CONTENT All services provided may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any United States Federal, State or City law is prohibited. This includes, but is not limited to: copyrighted material, material Web Else judges to be threatening or obscene, or material protected by laws governing trade secrets or any other statutes. Web Else will be the sole arbiter of violations to this provision. Customer agrees to accept Web Else's determination of content as final and authoritative. Customers in violations of these provisions may be immediately deactivated and shall not receive a refund. The following restrictions apply to all sites hosted by Web Else: a. Pornography and sex-related merchandising is prohibited on all Web Else servers. This includes sites that may infer sexual content, or links to adult content elsewhere. b. Sites that promote any illegal activity, pirated software, Hacker programs or archives, Warez sites, or present content that may be damaging to our servers or any other server on the Internet are prohibited, as are any links to any such site or materials. c. Spamming, or the sending of unsolicited e-mail, from Web else servers or using an e-mail address or domain that is maintained on our machine as reference is STRICTLY prohibited. Web Else will be the sole arbiter as to what constitutes a violation of this provision. d. Using Spam as an advertising method for sites hosted on Web Else is strictly prohibited. e. Web Else may allow programs to run continually in the background. These are considered on a case-by-case basis and an extra charge will be incurred based on system resources used and operational maintenance needed. Customer must contact Web Else via tech@webelse.com prior to running any background programs. f. IRC and IRC bots are prohibited. g. Gaming, betting, gambling and casino sites are prohibited. 7. PAYMENT FOR SERVICES Methods of Payment Payment shall be made to Denise Hawkins in U. S. dollars by check, money order, or credit card. Checks should be made payable to "Denise Hawkins." Customers shall sned payments to Web Else at 5885 Buford Highway, Suite 237, Sugar Hill, GA 30518 or at such other address as indicated by Web Else. If Customers sign up for the free Paypal service, they may pay by e-check or by credit card online at the Web Else web site. a. Customers agree to contact Web Else by emailing billing@webelse.com prior to initiating a chargeback. Chargebacks received for an account may result in suspension of service until account has been reviewed and approved by Web Else. b. Payments made with credit cards that do not have the card owner's permission will not be accepted. The Customer's account shall be immediately disabled and may be deleted at Web Else's discretion. Web Else shall be the sole and final arbiter of whether proper authorization was given for the transaction. Initial Fees Customers must submit the following initial fees with this Service Agreement/TOS, in order for work to begin on their web project: a. Customers agree to pay a non-refundable Start Fee amounting to 20% of the flat rate for their chosen Design Package Option in advance. This 20% Start Fee will be deducted from the Design fee balance that is due. b. If Customers decide to have Web Else host their site, one (1) year of web site hosting is due in advance. c. If Customers decide to have Web Else register their domain name, one (1) year of registration (non-refundable) is due in advance. Domain name registration is FREE for first year Customers. d. If Customers decide to have Web Else maintain their web site, one (1) year of web site maintenance is due in advance. Past Due Policy Web Else must receive Customer's payment by the due date indicated on the Customer's invoice. Any invoice not paid within 15 calendar days of the start of services, will be considered OVERDUE, and a late charge of $10 will be charged. Any existing account that has not been renewed or paid for within thirty (30) days of its account opening date or anniversary date will be required to make payment in full for said account plus a 10% interst charge on the unpaid balance. Web site files will be temporarily removed from the network until the unpaid balance plus 10% interest of the unpaid balance is paid. Any invoice not paid within 60 days of the invoice due date will be considered PAST DUE. Past due accounts will be responsible for any and all collection, legal and court fees, and web site files will be permanently removed from the network. Money-Back Guarantee If Customer terminates Web Maintenance or Web Hosting Services according to this agreement within 30 days of beginning of the initial term, a full refund will be given for all maintenance or hosting services, less a twenty-five ($25.00) processing fee. Refunds will only be given for the initial term of this agreement. Domain name registration fees/web design fees will not be refunded for any reason. Refunds will not be given if Customer or End-user is in violation of this Agreement or is terminated because Web Else deemed them a threat to the network. Cancellation Fee You retain the right to cancel this contract at any time before our work is complete. However, if you do, you agree to pay for the percentage of the work we've finished as an equivalent percentage of the contract price. We'll stop work as soon as we receive your cancellation notice, and will then estimate the percentage of work finished and give you all files so that you may independently estimate it. If we can't agree, we'll handle our dispute as explained in the next paragraph. Arbitration or Small Claims Court for Disputes The Customer agrees that any dispute of any nature connected to this agreement will be resolved by binding arbitration, by any arbitrator we may agree on, if the amount in dispute exceeds the jurisdiction of the Small Claims Court. If the amount in dispute is within the jurisdictional limits of the Small Claims Court, we agree to resolve our dispute there instead of arbitrating it. The Customer agrees to bear all court costs and fees. Both Web Else and the Customer waive the right to seek a new trial in the Superior Court. Web Else and the Customer make this agreement to save the time and money that would be wasted arbitrating or litigating a small amount. 8. TERMINATION OF SERVICES In addition to the other provisions of this Agreement, Web Else reserves the right to suspend and/or terminate the Customer without notice at any time. Upon the expiration or termination of this agreement for any reason, the Customer shall not make any use of Web Else's company name, logo, trademarks or service marks, without the prior written consent of Web Else. When such permission is granted by Web Else, the Customer shall only use such company name, logo, trademarks, and service marks in the manner and for the period agreed to by Web Else. 9. DOMAIN NAME DISPUTE POLICY All domain names registered, modified, or renewed through Web Else by Customer or End-user are subject to the Uniform Domain Name Dispute Resolution Policy (Dispute Policy) a copy of which is available at http://www.webelse.com/faqs.html. Dispute Policy may be revised by Web Else from time to time. Any such revisions shall be posted on the Web Else web site and shall be effective as of the day of such posting. The Dispute Policy shall remain effective beyond the term of this agreement and shall include the entire term for which the Customer's domain name is registered. 10. TAXES The Customer shall be responsible for and pay all taxes based upon the use of Web Else, or the program storage media, or upon payments due under this agreement including, but not limited to, sales, use, or value-added taxes, duties, withholding taxes and other assessments now or hereafter imposed on or in connection with this agreement or with any sublicense granted hereunder, exclusive of taxes based upon Web Else's net income. 11. CHANGE IN CONTROL If there is a direct or indirect change in the effective voting control of the Customer, or if the Customer merges into or is acquired by a third party, or if the Customer sells or transfers the Customer's Service or all or substantially all of the assets of the business unit containing the Customer's Service to a third party ("Change in Control"), then the Customer shall give prompt written notice thereof to Web Else, and Web Else at its option may, within 30 days after receipt of such notice, or immediately if no timely notice is given, terminate this agreement by delivering written notice via email to the Customer. The Customer may request pre-approval from Web Else for any such change of control. 12. ASSIGNMENT Web Else reserves the right to assign this Agreement, or any part thereof, at any time. 13. SEVERABILITY If any provision of this agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby. 14. FORCE MAJEURE No party shall be liable by reason of any failure to delay in the performance of its obligations due to strikes, riots, fires or explosions, acts of God, war, governmental action or any other cause that is beyond the reasonable control of such parties. Web Else shall not be responsible or liable for direct or consequential damages caused by acts of God, acts of government, insurrection, riot, civil disturbance, outages suffered by electric utilities, or outages suffered by intermediary networks over whose facilities Customer' Web traffic is carried to and from the web server provided by Web Else. 15. LIMITATION OF LIABILITY Web Else makes no warranty of any kind with respect to services and products provided under this agreement. The Customer agrees to comply with all applicable governmental laws in the use of the web server and ancillary services provided by Web Else, and, in the event of any noncompliance, agrees to hold harmless Web Else and its personnel and contractors from the consequences of such noncompliance. If any action in law or equity is instituted by either party hereto with respect to the subject matter of this agreement, Web Else shall be entitled to recover, in addition to any other relief granted, reasonable attorney's fees, legal costs, and expenses reasonably incurred. Web Else's liability for damages to the Customer for any cause whatsoever, regardless of form of action, including negligence, shall not exceed an amount equal to the price of products and services purchased by Customer during the one month period preceding the event which caused the damages or injury. 16. JURSIDICTION This agreement shall be governed by the laws of the State of Georgia, USA, and in the event any litigation must be initiated to enforce the terms of this agreement, said legal action must be brought in the courts of the State of Georgia. 17. ENTIRE AGREEMENT The parties hereto acknowledge that they have read this entire agreement and that this agreement and the attachments mentioned herein constitute the entire understanding and contract between the parties and supersedes any and all prior or contemporaneous oral or written communications. Any changes or modifications to it must be in writing and signed by Web Else and the Customer. IN WITNESS THEREOF by submitting this Web Else Service Agreement/TOS, the Customer hereby acknowledges, consents to, and enters into this Agreement with Web Else. THANK YOU!