Website Services Terms of Service

Web Hosting: Terms of Service | Acceptable Use Policy
Domain Names: Registration Agreement | Transfer Agreement
Website Services: Terms of Service
WebCitz: Usage Agreement | Privacy Policy

Website Services - Terms of Service

1. Project.The following terms of service (these "Terms of Service" or this "Agreement" or this "Service Agreement") govern the provision by WebCitz, LLC (hereinafter "WebCitz" or "We" or "Us") to the customer executing this offline transaction or online transaction ("Client" or "Customer"), of the products and services described in (i) the Proposal, Order Form, Invoice, or Sales Receipt submitted in connection with this offline transaction or online transaction (the "Project"), and (ii) WebCitz's technical support descriptions (collectively clauses (i) through (ii), the "Products and Services"). These Terms of Service shall be effective as of the date that Client executes its offline transaction or online transaction and thereby accepts these Terms of Services (the "Effective Date"). These Terms of Service hereby incorporate by reference the WebCitz Web Hosting Terms of Service (https://www.webcitz.com/web-hosting-terms-of-service.html), WebCitz Web Hosting Acceptable Usage Policy (https://www.webcitz.com/web-hosting-acceptable-use-policy.html) ("AUP"), WebCitz Domain Name Registration Agreement (https://www.webcitz.com/domain-names-registration-agreement.html), WebCitz Domain Name Transfer Agreement (https://www.webcitz.com/domain-names-transfer-agreement.html), and the Project, each of which is made a part of these Terms of Service and collectively referred to herein as the Agreement. Client's use of the Products and Services, or any WebCitz owned or operated products or services (including, but not limited to: websites, computers, servers, software, or networks), is also subject to Client's acceptance and compliance with these Terms of Service and the Project. Capitalized terms used herein without being defined herein shall have the meaning ascribed to such capitalized term in the WebCitz Web Hosting Terms of Service, WebCitz Web Hosting Acceptable Usage Policy, WebCitz Domain Name Registration Agreement, WebCitz Domain Name Transfer Agreement, or the Project, as applicable.
   
   PLEASE READ THIS AGREEMENT CAREFULLY. This is a binding agreement between Client and WebCitz. By submitting an Order Form online, paying an invoice for Products and Services, using Products and Services, or using any WebCitz owned or operated products or services (including, but not limited to: websites, computers, servers, software, or networks), Client hereby agrees to the terms and conditions of the Agreement. THIS AGREEMENT AFFECTS YOUR LEGAL RIGHTS.
   
   
2. Independent Contractor. Client is engaging WebCitz as an independent contractor for the specific purpose of providing the Products and Services. WebCitz and Client are independent principals in all relationships and actions under and contemplated by this Agreement. This Agreement shall not be construed to create any employment relation, partnership, joint venture, or agency relationship between the parties or to authorize any party to enter into any commitment or agreement binding on the other.
   
   
3. Authorization. WebCitz may require full access to Client’s web hosting and domain name services to provide the Products and Services. If web hosting and domain name services are provided to Client through a 3rd party, Client hereby authorizes WebCitz to access those services, and authorizes the provider of those services to grant full access to WebCitz. Full access is defined as unrestricted access to Secure Shell, File Transfer Protocol, Database Administration, and/or Control Panels of the service provider(s). If full access is not granted it may be impossible to complete some or all aspects of the Products and Services. Client may not assign, transfer, or pledge this Agreement, or any interest, license, or rights herein, in any manner, without the prior written consent of WebCitz.
   
   
4. Domain Names. Domain name registration, renewal, and transfer services shall be governed by additional terms in the WebCitz Domain Name Registration Agreement found online at https://www.webcitz.com/domain-names-registration-agreement.html. If requested, WebCitz can assist in the transfer of existing domain names to WebCitz, provided Client is able to furnish username and password credentials required to access the existing domain name control panel. It is not required that Client utilize WebCitz for domain name services.
   
   
5. Web Hosting. Web hosting services shall be governed by additional terms in the WebCitz Web Hosting Terms of Service (https://www.webcitz.com/web-hosting-terms-of-service.html) and WebCitz Web Hosting Acceptable Use Policy (https://www.webcitz.com/web-hosting-acceptable-use-policy.html) ("AUP"). If requested, WebCitz can assist in the transfer of existing web hosting services to WebCitz, provided Client is able to furnish username and password credentials required to access the existing web hosting account control panel and domain name control panel. It is not required that Client utilize WebCitz for web hosting or domain name services.
   
   
6. Electronic Commerce. Client understands and agrees that all costs associated with electronic commerce are the sole responsibility of Client. These costs include, but are not limited to, maintaining PCI compliance, maintaining a merchant account, processing credit cards, and performing security audits.
   
   
7. Electronic Commerce Laws. From time to time, governments enact laws and levy taxes and tariffs affecting electronic commerce. Client understands and accepts all responsibility for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend WebCitz and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client's exercise of electronic commerce.
   
   
8. Ecommerce Liability. Client agrees to release WebCitz and its subcontractors of any and all liability arising from Client’s exercise of electronic commerce. This includes, but is not limited to, the potential loss or theft of commercial, personal, or financial data of Client or Client’s customers. The sole risk of engaging in electronic commerce is with Client.
   
   
9. Search Engine Optimization. WebCitz offers Search Engine Optimization services (hereinafter referred to as "SEO"). If the Project includes SEO services, Client must understand WebCitz cannot guarantee specific performance. WebCitz does not have control over how Google, Bing or any other search engine ranks any website. Google.com recommends businesses not choose an SEO provider that guarantees specific placements or rankings within the Google search engine. (https://developers.google.com/search/docs/beginner/do-i-need-seo)
   
   
10. Creation and Delivery of Content. Client is responsible for providing WebCitz all written content and product data, in finalized electronic form, in a timely manner. Acceptable file formats include Microsoft Office, Google Workspace, CSV, TXT, SQL and XML. The only exception is for written content that is to be provided by WebCitz through a Content Writing service described within the Project.
    
    
11. Consultations and Meetings. Client understands and agrees consultations and meetings are billable services.
    
    
12. Hours of Operation. WebCitz currently maintains normal hours of operations between 8AM and 5PM CST, Monday thru Friday, excluding holidays (New Year's Eve, New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, Black Friday, Christmas Eve, Christmas Day). If you require a Website Support Service Level Agreement to receive off-hour emergency support, please consider a Website Support SLA (https://www.webcitz.com/website-maintenance.html).
    
    
13. Additional Work. Any service requested by Client, which is not detailed in the Project, will be subject to additional cost related to Maintenance & Support in Section 14.
    
    
14. Maintenance & Support. WebCitz offers "time and material" billing for most labor-based services. There are two billing options; the first billing option is to be invoiced monthly and the second billing option is to pre-purchase time. The invoiced monthly billing option is only available to existing clients and carries a higher hourly rate than the pre-purchased time billing option. The pre-purchased time billing option is available to all clients and includes tiered hourly-rate discounts based on the amount of time purchased. Additional Work (Section 13) will be subject to the invoiced monthly billing option unless Client has pre-purchased time. The pricing for both billing options, as well as additional service features, can be found online at https://www.webcitz.com/website-maintenance.html.
    
    
15. Method of Communication. WebCitz will utilize e-mail and phone correspondence as the primary methods of contact with Client. Client agrees to provide WebCitz with a valid e-mail address and phone number.
    
    
16. Completion Date. WebCitz and Client must work together to complete the Project in a timely fashion. WebCitz agrees to work expeditiously to complete the Project as specified in the Products and Services after Client has submitted down payment, in accordance with Clause "Non-Refundable Deposit," and all necessary materials, in accordance with Clause "Creation and Delivery of Content." Client is responsible to provide the entire content in a timely manner and understands that WebCitz will not be responsible if the Project remains largely unfinished, or is delayed, due to Client’s own inaction. Furthermore, Project delays can also occur if any milestone that requires Client’s attention, such as approving design mockups or functionality changes, is not acknowledged in a timely manner. All notifications of modifications awaiting Client approval will be delivered via e-mail or phone. If the Project is delayed beyond the time specified in the Products and Services, and due to Client’s inaction, WebCitz may not be able to work as expeditiously as originally intended to finish the project in accordance with Client’s new deadlines.
    
    
17. Assignment of Project. WebCitz has full-time or part-time employees experienced in performing or delivering the Products and Services. It is common for projects to include plugins, apps, or extensions developed by third-party entities. Modifications to such plugins, apps, or extensions are often best handled by the third-party entity. WebCitz reserves the right to assign subcontractors as necessary for the completion of the Products and Services and may at times share with the subcontractor any relevant information necessary for the completion of the Products and Services.
    
    
18. Data Backup / Data Security. Client is responsible for performing, storing, securing, and maintaining appropriate backups of any and all files, folders, databases, and logs for any and all websites or applications related to the Products and Services. WebCitz performs and maintains its own backups, but makes no guarantee as to the accuracy, thoroughness, or availability of such backups. WebCitz has implemented a reasonable security policy to help protect its own network and computer systems but shall have no liability to Client for any losses associated with data security or data backups. CLIENT IS SOLELY RESPONSIBLE FOR SAFEGUARDING, BACKING UP AND ARCHIVING ALL DATA OWNED, CONTROLLED OR TRANSMITTED BY CLIENT THAT RESIDES ON WEBCITZ NETWORK OR ANY SERVER OWNED OR OPERATED BY WEBCITZ.
    
    
19. Use of Product by Developer. Client grants to WebCitz the right to advertise, demonstrate, and disclose the existence of the Project. Client grants to WebCitz the right to use Client's logos, trademarks, trade names, and trade dress for the purposes of performing under this Agreement.
    
    
20. Non-Refundable Deposit. If a down payment or deposit is mentioned in the Project, it should be considered a non-refundable deposit, which is required before work begins on the Project. Maintenance & Support services (Section 14) have billing arrangements of invoiced monthly and pre-purchased time. Pre-purchased time is non-refundable.
    
    
21. Payment Method. Client agrees to pay all charges, fees, penalties, early cancellation charges, reconnection fees, service interruption fees, installation fees and other amounts due under this Agreement (collectively “Charges”) in US dollars in the form of Cash, Money Order, Personal Check, Business Check, Cashier’s Check, PayPal, Visa, Mastercard, American Express, or Discover. Please do not mail cash.
    
    
22. Payment of Invoices. If the Project requires a deposit, Client agrees to pay to WebCitz the non-refundable deposit upon execution of this agreement. Final payment is due prior to publication or delivery of the Project or twelve months from the date of this Agreement, whichever is earlier, regardless of whether the Products and Services have been completed. If Client fails to pay any past due amount within thirty (30) days after written notice by WebCitz is given to Client, WebCitz may suspend performance under this Agreement and if such past due amounts remain unpaid for an additional thirty (30) days thereafter, WebCitz may terminate this Agreement. If Client fails to pay any Domain Name or SSL Certificate service invoice by its due date, the service may become immediately suspended. WebCitz may charge interest on any invoice amounts that are overdue by more than ninety (90) days at the lesser of (a) 1.5% per month or (b) the maximum non-usurious rate under applicable law. Client shall be deemed to have accepted as conclusively accurate any invoice that it has not disputed in a writing delivered to WebCitz within ninety (90) days of the invoice date. Client may withhold the disputed portions of payments that are properly and timely disputed hereunder as long as it timely pays all undisputed charges that are outstanding. The parties shall work together in good faith to resolve any such disputed charge. In the event that this Agreement is terminated by WebCitz for any reason constituting "WebCitz Termination" or by Client for any reason other than "Client Termination", all Charges under the Agreement shall accelerate and are immediately due and payable.
    
    
23. Cancellation Policy. Any request for cancellation of Products and Services must be received in writing and are subject to clause "Term and Termination."
    
    
24. Refund Policy. Upon cancellation of Products and Services, Client may be entitled to a pro-rated refund of any prepaid Shared Web Hosting services, excluding VPS, Dedicated, and Cloud Hosting. Domain name registrations, domain name renewals, domain name transfers, SSL certificates, pre-purchased time, deposits, and down payments are non-refundable. Any necessary refund will be issued by WebCitz company check within 30 days of receipt of cancellation notice.
    
    
25. Copyrights and Trademarks. All documents, text, photographs, video, pictures, animation, sound recordings, computer programs, and all other works of authorship provided by Client, together with all images, likenesses, voices, and other characteristics contained therein (collectively, the "Client Works") shall remain the property of Client and its licensors. Client shall also own the Project work product produced by WebCitz as a part of the Project and paid for by Client to the extent, and only to the extent, that such work product is created using HTML (the "HTML Pages") only after paid in full. Client hereby grants to WebCitz the nonexclusive rights and licenses to Client Works and HTML Pages that are necessary or appropriate to create, modify, distribute, and display the Website as provided in this Agreement, to otherwise perform the Services under this Agreement, and to exercise any rights granted to WebCitz under this Agreement.
    
    Other than Client Works and HTML Pages, all documents, text, photographs, video, pictures, animation, sound recordings, computer programs, and all other works of authorship provided, created, or produced by WebCitz or its licensors, together with all images, likenesses, voices, and other characteristics contained therein (collectively, the "Developer Works") shall remain the property of WebCitz and its licensors. WebCitz hereby grants to Client the non-exclusive rights and licenses to the Developer Works that are necessary or appropriate to utilize the Project as provided in this Agreement. WebCitz agrees to grant to Client a non-exclusive, limited license to use the executable code of the Developer Works solely for the purposes of providing the online services created by virtue of the Project, provided that such code shall not be salable by Client to any third party.
    
    
26. Choice of Law and Venue. This Agreement shall be governed by, construed, and interpreted in accordance with the laws of the State of Wisconsin (Winnebago County) without regard to its rules governing conflicts of law. Each party consents to the exclusive jurisdiction of the appropriate state and federal courts for Wisconsin in all disputes or claims relating to this Agreement.
    
    
27. Severability. If one or more of the provisions contained in this Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected.
    
    
28. Term and Termination. WebCitz may immediately terminate this Agreement at any time, and without liability, upon the occurrence of any of the following events ("WebCitz Termination"): (i) Client's failure to pay any amount due hereunder or (ii) Client's material breach or violation of any provision of this Agreement (other than such violations set forth in clauses (iii), (iv) and (v) below) that is not cured within twenty-four (24) hours of Client's receipt of written notice from WebCitz referencing such breach or violation; (iii) Client ceasing to do business in the normal course, becoming or being declared insolvent or bankrupt, being the subject of any proceeding relating to liquidation or insolvency which is not dismissed within ninety (90) calendar days, or making an assignment for the benefit of its creditors; (iv) Client's violation of the AUP; or (v) WebCitz determines in its sole discretion that Client engages in any business or conduct which is unethical, illegal or could subject WebCitz to liability, embarrassment or cause damage to WebCitz's business or reputation (vi) Client exhibits abusive behavior towards WebCitz representatives via phone or online communication. WebCitz determines in its sole discretion what behavior is considered abusive and subject to immediate termination. In such events listed above WebCitz shall have no obligation to refund any funds paid in advance by Client.
    
    Client may terminate this Agreement with respect to all, and not less than all, of the Products and Services without liability (except for Charges due through the effective date of such termination) upon the occurrence of a material breach by WebCitz of its obligations to provide the Products and Services according to the terms of this Agreement that is not cured within fifteen (15) business days after written notice from Client describing such breach in detail is received by WebCitz ("Client Termination"). In the event of a Client Termination, Client shall pay (1) all outstanding amounts payable through the effective date of such termination and (2) if the Products and Services include software for which WebCitz does not then provide general customer support, Client shall pay to WebCitz an amount equal to WebCitz's cost of such software for the entire Initial Term and any applicable Renewal Periods. If Client terminates this Agreement for any reason other than a Client Termination, Client shall pay to WebCitz an amount equal to all unpaid Charges through the effective date of such termination and (A) in the case of any Product and Service subscribed for on a month-to-month basis, all Charges for the Products and Services through the remainder of the Initial Term or the then-current Renewal Term, as applicable and (B) in the case of any Product and Service subscribed for other than on a month-to-month basis, all Charges for the Products and Services through the remainder of the Initial Term or the then-current Renewal Term, as applicable. CLIENT ACKNOWLEDGES THAT CLIENT WILL NOT BE ENTITLED TO ANY REFUND OR CREDIT IN THE EVENT THAT ANY PRODUCT OR SERVICE THAT IS PROVIDED ON THE BASIS OF A ONE-YEAR TERM IS TERMINATED, WITH OR WITHOUT CAUSE, PRIOR TO THE EXPIRATION OF THE ONE-YEAR TERM. CLIENT HEREBY WAIVES ALL RIGHTS TO ANY SUCH REFUND OR CREDIT.
    
    Upon termination of this Agreement, WebCitz and Client shall have no obligations to each other, except as provided for in this Agreement. Upon termination of this Agreement, Client shall (i) pay all Charges and other amounts due and owing to WebCitz under these Terms of Service, (ii) immediately remove from WebCitz's premises all property owned by Client, including, but not limited to, immediately removing all of Client's data from WebCitz Network (including all servers owned or operated by WebCitz), and (iii) return to WebCitz all software, access keys, and any other property provided to Client by WebCitz under this Agreement. Any physical property of Client not removed from WebCitz's premises within forty-five (45) days after such termination shall become the property of WebCitz, which may, among other things, dispose of such property without the payment of any compensation to Client. Sections 6, 7, 8, 13, 14, 18, 20, 21, 22, 24, 25, 26, 27, 29, 30, 31, 32, 33, and 34 shall survive the expiration, cancellation, or termination of this Agreement for any reason.
    
    
29. Disclaimer of Warranty and Limitation of Liability. WEBCITZ, ITS AGENTS, EMPLOYEES, VENDORS, AND SUBCONTRACTORS SHALL NOT BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS OR LOSS OF REVENUE RESULTING FROM THE USE OF THE PRODUCTS AND SERVICES BY CLIENT OR ANY THIRD PARTIES OR ANY FAILURE OF THE PRODUCTS AND SERVICES OR (ii) ANY LOSS OF DATA OR CORRUPTION OF DATA, INCLUDING LOSS OF DATA RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES, SERVICE INTERRUPTIONS, FAILURE OF WEBCITZ NETWORK, RECLAMATION OF SERVERS BY WEBCITZ, FAILURE OF SERVERS, THE RELOADING OF AN OPERATING SYSTEM OR OTHER SOFTWARE ON A SERVER OR THE NEGLIGENCE OF WEBCITZ. CLIENT IS SOLELY RESPONSIBLE FOR SAFEGUARDING, BACKING UP AND ARCHIVING ALL DATA OWNED, CONTROLLED OR TRANSMITTED BY CLIENT THAT RESIDES ON WEBCITZ NETWORK OR ANY SERVER OWNED OR OPERATED BY WEBCITZ. IN NO EVENT SHALL WEBCITZ'S AGGREGATE LIABILITY FOR ANY CLAIM UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT PAID BY CLIENT TO WEBCITZ IN THE BILLING CYCLE IMMEDIATELY PRECEDING SUCH CLAIM. WEBCITZ PROVIDES ALL PRODUCTS AND SERVICES "AS IS," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE AND SUITABILITY OF THE PRODUCTS AND SERVICES AND WEBCITZ SHALL HAVE NO LIABILITY THEREFORE. NO CLAIM MAY BE ASSERTED BY CLIENT AGAINST WEBCITZ MORE THAN TWO (2) YEARS FOLLOWING THE DATE OF THE EVENT THAT UNDERLIES ANY SUCH CLAIM. CLIENT ACKNOWLEDGES AND AGREES THAT THE RECEIPT OF A SERVICE CREDIT AS PROVIDED FOR IN THE SLA CONSTITUTES CLIENT'S SOLE AND EXCLUSIVE REMEDY, AND WEBCITZ'S SOLE AND EXCLUSIVE LIABILITY, FOR ANY FAILURE OF WEBCITZ NETWORK, WEBCITZ HARDWARE OR WEBCITZ INFRASTRUCTURE OR THE FAILURE BY WEBCITZ TO PROVIDE CLIENT WITH THE PRODUCTS AND SERVICES OR MANAGED HOSTING SERVICES PURCHASED BY CLIENT IN ACCORDANCE WITH THIS AGREEMENT WHICH RESULTS FROM A QUALIFIED NETWORK DOWNTIME EVENT OR ANY OTHER QUALIFIED DOWNTIME EVENT.
    
    
30. Sole Agreement. The agreement contained in this "Service Agreement" constitutes the sole agreement between WebCitz and Client regarding the Products and Services, and supersedes all previous proposals, agreements, negotiations, and other written or oral communications between WebCitz and Client with respect to the Products and Services.
    
    
31. Force Majeure. Neither party shall lose any rights hereunder or be liable to the other party for damages or losses on account of failure of performance by the defaulting party if the failure is occasioned by any occurrence or contingency beyond its reasonable control, including war, strike, fire, Act of God, earthquake, flood, lockout, embargo, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the nonperforming party; provided that such party shall use commercially reasonable efforts to promptly mitigate any damages or losses.
    
    
32. Non-Waiver. It is agreed that no waiver by any party hereto of any breach or default of any of the covenants or agreements herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or default.
    
    
33. Miscellaneous. This Agreement shall be binding upon and inure to the benefit of each party and their respective heirs, successors, and assigns.
    
    
34. Non-Solicitation. During the term of this Agreement and for twelve (12) months following termination of this Agreement, Client agrees that it shall not solicit for employment with Client (or with any other party) any employee of WebCitz or interfere in the employment relationship between WebCitz and any of its employees with whom Client has had contact in connection with this Agreement.
    
    

Updated November 8, 2021