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TheBizMate |
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Go Online. Manage Your Business Anytime, Anywhere |
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Go Online. Manage Your Business Anytime, Anywhere |
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Legal Details |
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User agreement This User Agreement ("Agreement") is an agreement between TheBizMate ("TheBizMate"), a Saint Lucian firm, and the party set forth in the related order form (“Customer” or “you”) incorporated herein by reference (together with any subsequent order forms submitted by Customer, the "Order Form"), and applies to the purchase of all services ordered by Customer on the Order Form (collectively, the "Services"). PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING ON THE BUTTON ON THE ORDER FORM CREATES A CONTRACT BETWEEN CUSTOMER AND TheBizMate, CONSISTING OF THE ORDER, THE APPLICABLE SERVICE DESCRIPTION AND THIS USER AGREEMENT AND YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING TheBizMate's USAGE POLICY. YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. 1. Acceptable Use Policy. Under this Agreement, Customer shall comply with TheBizMate's then current Acceptable Use Policy (“AUP”), as amended, modified or updated from time to time by TheBizMate, which currently can be viewed under the Legal Details section of this website, and which is incorporated in this Agreement by reference. Customer hereby acknowledges that it has reviewed the AUP and that the terms of the AUP are incorporated herein by reference. In the event of any inconsistencies between this Agreement and the AUP, the terms of the AUP shall govern. TheBizMate does not intend to systematically monitor the content that is submitted to, stored on or distributed or disseminated by Customer via the Service (the "Customer Content"). Customer Content includes content of Customer's customers and/or users of Customer's website. Accordingly, under this Agreement, you will be responsible for your customers content and activities on your website. Notwithstanding anything to the contrary contained in this Agreement, TheBizMate may immediately take corrective action, including removal of all or a portion of the Customer Content, disconnection or discontinuance of any and all Services, or termination of this Agreement in the event of notice of possible violation by Customer of the AUP. In the event TheBizMate takes corrective action due to a violation of the AUP, TheBizMate shall not refund to Customer any fees paid in advance of such corrective action. Customer hereby agrees that TheBizMate shall have no liability to Customer or any of Customer's customers due to any corrective action that TheBizMate may take (including, without limitation, disconnection of Services). 2. Term; Termination; Cancellation Policy. a. The initial term of this Agreement shall be as set forth in the Order Form (the "Initial Term"). The Initial Term shall begin upon commencement of the Services to Customer. After the Initial Term, this Agreement shall automatically renew. The Initial Term and all successive renewal periods shall be referred to, collectively, as the "Term". b. This Agreement may be terminated i. by either party by giving the other party thirty (30) days prior written notice subject to a $ 135.00 XCD early cancellation fee payable by Customer, ii. by TheBizMate in the event of nonpayment by Customer, iii. by TheBizMate, at any time, without notice, if, in TheBizMate's sole and absolute discretion and/or judgment, Customer is in violation of any term or condition of the this Agreement and related agreements, AUP, or Customer's use of the Services disrupts or, in TheBizMate's sole and absolute discretion and/or judgment, could disrupt, TheBizMate's business operations and/or iv. by TheBizMate in accordance with Sections 1 and 9 of this Agreement. c. If you cancel this Agreement, upon proper notice to TheBizMate, prior to the end of the Initial Term or any Term thereafter, i. you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation; ii. TheBizMate may refund to you all pre-paid fees for basic hosting services for the full months remaining after effectiveness of cancellation (i.e., no partial month fees shall be refunded), less any setup fees and any discount applied for prepayment, provided that, you are not in breach of any terms and conditions of this AUP, User Agreement, Spamming Policy or Domain Policy; and/or iii. you shall be obligated to pay 100% of all charges for all Services for each month remaining in the Term (other than basic hosting fees as provided in (ii) above. Any cancellation request shall be effective thirty (30) days after receipt by TheBizMate, unless a later date is specified in such request. d. TheBizMate may terminate this Agreement, without penalty, i. if the Services are prohibited by applicable law, or become impractical or unfeasible for any technical, legal or regulatory reason, by giving Customer as much prior notice as reasonably practicable; or ii. immediately, if TheBizMate determines in good faith that Customer’s use of the Customer the Services, the Website or the Customer Content violates any TheBizMate term or condition, including this AUP, User Agreement, Spamming Policy, or Domain Policy. If TheBizMate cancels this Agreement prior to the end of the Term for your breach of this Agreement and related agreements, including the AUP, User Agreement, Spamming Policy, or Domain Policy or Customer's use of the Services disrupts our network, TheBizMate shall not refund to you any fees paid in advance of such cancellation and you shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation; further, you shall be obligated to pay 100% of all charges for all Services for each month remaining in the Term and TheBizMate shall have the right to charge you an administrative fee of $135.00 XCD. e. Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. The provisions of Sections 2(e), 3, 4, 7, 9, 10, 12 and 14 of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement. Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which TheBizMate may be entitled. 3. Customer’s Responsibilities. a. Customer is solely responsible for the quality, performance and all other aspects of the Customer Content and the goods or services provided through the Customer Website. b. Customer will cooperate fully with TheBizMate in connection with TheBizMate’s performance of the Services. Customer must provide any equipment or software that may be necessary for Customer to use the Services. Delays in Customer’s performance of its obligations under this Agreement will extend the time for TheBizMate’s performance of its obligations that depend on Customer’s performance on a day for day basis. Customer will notify TheBizMate of any change in Customer’s mailing address, telephone, e-mail or other contact information. c. Customer assumes full responsibility for providing end users with any required disclosure or explanation of the various features of the Customer Website and any goods or services described therein, as well as any rules, terms or conditions of use. d. Because the Services permit Customer to electronically transmit or upload content directly to the Customer Website, Customer shall be fully responsible for uploading all content to the Customer Website and supplementing, modifying and updating the Customer Website, including all back-ups. Customer is also responsible for ensuring that the Customer Content and all aspects of the Customer Website are compatible with the hardware and software used by TheBizMate to provide the Services, as the same may be changed by TheBizMate from time to time. Specifications for the hardware and software used by TheBizMate to provide the Services will be available on TheBizMate’s Website. Customer shall periodically access TheBizMate’s Website to determine if TheBizMate has made any changes thereto. TheBizMate shall not be responsible for any damages to the Customer Content, the Customer Website or other damages or any malfunctions or service interruptions caused by any failure of the Customer Content or any aspect of the Customer Website to be compatible with the hardware and software used by TheBizMate to provide the Services. e. Customer is solely responsible for making back-up copies of the Customer Website and Customer Content. 4. Customer’s Representations and Warranties. a. Customer hereby represents and warrants to TheBizMate, and agrees that during the Initial Term and any Term thereafter Customer will ensure that: i. Customer’s use, publication and display of the Customer Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any person, including, without limitation, any contractual, statutory or common law right or any “moral right” or similar right however denominated; ii. Customer will comply with all applicable laws, rules and regulations regarding the Customer Content and the Customer Website and will use the Customer Website only for lawful purposes; iii. Customer has used its best efforts to ensure that the Customer Content is and will at all times remain free of all computer viruses, worms, Trojan horses and other malicious codes; and b. Customer shall be solely responsible for the development, operation and maintenance of Customer's website, online store and e-commerce activities, for all products and services offered by Customer or appearing online and for all contents and materials appearing online or on Customer's products, including, without limitation i. the accuracy and appropriateness of the Customer Content and content and material appearing in its store or on its products, ii. ensuring that the Customer Content and content and materials appearing in its store or on its products do not violate or infringe upon the rights of any person, and iii. ensuring that the Customer Content and the content and materials appearing in its store or on its products are not defamatory or otherwise illegal. Customer shall be solely responsible for accepting, processing and filling customer orders and for handling customer inquiries or complaints. Customer shall be solely responsible for the payment or satisfaction of any and all taxes associated with its website and online store. c. Customer grants TheBizMate the right to reproduce, copy, use and distribute all and any portion of the Customer Content to the extent needed to provide and operate the Services. 5. Billing and Payment. a. Customer will pay to TheBizMate the service fees for the Services in any of the following manner: (i) in our offices, (ii) bank account deposit or (iii) online payment. b. TheBizMate may increase the Service Fees (i) in the manner permitted in the service description and (ii) at any time on or after expiration of the Initial Term by providing ten (10) days prior written notice thereof to Customer. c. The Service Fees do not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority with respect to the Services or any software provided hereunder (excluding any tax on TheBizMate’s net income). All such taxes will be added to TheBizMate’s invoices for the fees as separate charges to be paid by Customer. All fees are fully earned when due and non-refundable when paid. d. Unless otherwise specified, all fees and related charges shall be due and payable within thirty (30) days after the date of the invoice. If any invoice is not paid within seven (7) days after the date of the invoice, TheBizMate may charge Customer a late fee of $ 50.00 XCD for such invoice; in addition any amounts payable to TheBizMate not paid when due will bear interest at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less. e. If TheBizMate collects any payment due at law or through an attorney at law or under advice there from or through a collection agency, or if TheBizMate prevails in any action to which the Customer and TheBizMate are parties, Customer will pay all costs of collection, arbitration and litigation, including, without limitation, all court costs and TheBizMate’s reasonable attorneys’ fees. f. If any check is returned for insufficient funds TheBizMate may impose a processing charge of $50.00 XCD. g. In the event that any amount due to TheBizMate remains unpaid seven (7) days after such payment is due, TheBizMate, in its sole discretion, may immediately terminate this Agreement, and/or withhold or suspend Services. h. There may be a $ 135.00 XCD charge to reinstate accounts that have been suspended or terminated. i. Wire transfers will be assessed a $ 50.00 XCD charge. 6. TheBizMate as Reseller or Licensor. TheBizMate is acting only as a reseller or licensor of the hardware, software and equipment used in connection with the products and/or Services that were or are manufactured or provided by a third party ("Non-TheBizMate Product"). TheBizMate shall not be responsible for any changes in the Services that cause the Non-TheBizMate Product to become obsolete, require modification or alteration, or otherwise affect the performance of the Services. Any malfunction or manufacturer's defects of Non-TheBizMate Product either sold, licensed or provided by TheBizMate to Customer or purchased directly by Customer used in connection with the Services will not be deemed a breach of TheBizMate's obligations under this Agreement. Any rights or remedies Customer may have regarding the ownership, licensing, performance or compliance of Non-TheBizMate Product are limited to those rights extended to Customer by the manufacturer of such Non-TheBizMate Product. Customer is entitled to use any Non-TheBizMate Product supplied by TheBizMate only in connection with Customer's permitted use of the Services. Customer shall use its best efforts to protect and keep confidential all intellectual property provided by TheBizMate to Customer through any Non-TheBizMate Product and shall make no attempt to copy, alter, reverse engineer, or tamper with such intellectual property or to use it other than in connection with the Services. Customer shall not resell, transfer, export or re-export any Non-TheBizMate Product, or any technical data derived therefore, in violation of any applicable Saint Lucia or foreign law. 7. Internet Protocol (IP) Address Ownership. If TheBizMate assigns Customer an Internet Protocol (“IP”) address for Customer's use, the right to use that IP address shall belong only to TheBizMate, and Customer shall have no right to use that IP address except as permitted by TheBizMate in its sole and absolute discretion in connection with the Services, during the term of this Agreement. TheBizMate shall maintain and control ownership of all Internet Protocol numbers and addresses that may be assigned to Customer by TheBizMate, and TheBizMate reserves the right to change or remove any and all such Internet Protocol numbers and addresses, in its sole and absolute discretion. 8. Caching. Customer expressly a. grants to TheBizMate a license to cache the entirety of the Customer Content and Customer's website, including content supplied by third parties, hosted by TheBizMate under this Agreement and b. agrees that such caching is not an infringement of any of Customer's intellectual property rights or any third party's intellectual property rights. 9. CPU Usage. Customer agrees that Customer shall not use excessive amounts of CPU processing on the hosting servers. Any violation of this policy may result in corrective action by TheBizMate, including assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement, which actions may be taken in TheBizMate's sole and absolute discretion. If TheBizMate takes any corrective action under this section, Customer shall not be entitled to a refund of any fees paid in advance prior to such action.
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