Hosting and Website Design Agreement
This Hosting Agreement governs your purchase and use, in any manner, of all Web site hosting and web design services, ordered by you and provided by DesignCyclone.com and describes the terms and conditions that apply to such purchase and use of the Services. You AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN. DesignCyclone.com reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. DesignCyclone.com may make changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following DesignCyclone.com’s posting of any changes or modifications will constitute your acceptance of such changes or modifications.
1. Payment. As consideration for DesignCyclone.com providing the Hosting Services hereunder, Customer agrees to pay DesignCyclone.com the aggregate monthly fee based on the monthly hosting services and the terms selected.
2. 30 Days Money Back Guarantee. If clients feel that their expectations are not properly met, DesignCyclone.com will refund all collected fees within 30 days from the initial subscription date.
3. Provision of Services. DesignCyclone.com will provide Customer with the Services ordered that are described in the order summary. Customer understands and agrees that DesignCyclone.com will host and create the Website solely in accordance with the information provided by Customer.
4. Rights to the Website and Content. With the exception of any Third-Party Materials and Background Technology as set forth in Section 4, Customer owns the Customer Content. “Customer Content” means all content or information (including, without limitation, any text, music, sound, photographs, video, graphics, data, or software), in any medium, provided by Customer to DesignCyclone.com. “Third-Party Materials” means any content, software, or other computer programming material that is owned by an entity other than DesignCyclone.com, and licensed by DesignCyclone.com or generally available to the public, including Customer, under published licensing terms, and that DesignCyclone.com will use to display or run a Website. DesignCyclone.com owns the rights to the design of the website. If a customer stops paying the monthly fee for the website upon cancellation the customer is not entitled to use the website for any purposes whatsoever.
5. Limited License to the Background Technology. “Background Technology” means computer programming/formatting code or operating instructions developed by or for DesignCyclone.com and used to host or operate the Website or a Web server in connection with a Website. Background Technology includes, but is not limited to, any files necessary to make forms, buttons, checkboxes, and similar functions and underlying technology or components, such as style sheets, animation templates, interface programs that link multimedia and other programs, customized graphics manipulation engines, and menu utilities, whether in database form or dynamically driven. Background Technology does not include any Customer Content. Customer may not duplicate or distribute any Background Technology to any third party without the prior written consent of DesignCyclone.com. All rights to the Background Technology not expressly granted to Customer hereunder are retained by DesignCyclone.com. Without limiting the foregoing, Customer agrees not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of the Background Technology, except as allowed by law.
6. Limited License to Content. Customer hereby grants to DesignCyclone.com the limited, nonexclusive right and license to copy, distribute, transmit, display, perform, create derivative works from, modify, and otherwise use and exploit Website, any Customer Content, or any Customer Marks provided to DesignCyclone.com hereunder, solely for the purpose of rendering DesignCyclone.com’s Services under this Agreement. Such limited right and license shall extend to no other materials or for any other purpose and will terminate automatically upon termination of this Agreement for any reason.
7. Content Standards. Customer agrees not to provide Customer Content, and DesignCyclone.com will not intentionally provide to Customers any content, that (a) infringes on any third party’s intellectual property or publicity/privacy rights; (b) violates any applicable law or regulation; (c) is defamatory, violent, clearly harmful, or obscene or pornographic or infringes on citizens’ rights; or (d) contains any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage or interfere with any system, data, or personal information. If Customer is international, then Customer agrees to comply with all applicable local and national laws. DesignCyclone.com reserves the right to refuse any other subject matter it deems inappropriate.
8. Support. DesignCyclone.com agrees to provide reasonable technical support to Customer during DesignCyclone.com’s normal technical support hours. DesignCyclone.com additionally agrees to provide customer service support in the form of e-mail and telephone during DesignCyclone.com’s normal customer support hours.
9. Term and Termination. (a) This Agreement is effective as of the Effective Date and shall continue unless terminated; (b) DesignCyclone.com may terminate this Agreement after five (5) days written notice to Customer if Customer materially breaches this Agreement, including, without limitation, failure to pay, and fails to cure such breach during such five (5) day period; and (c) upon the termination of this Agreement, Customer will pay DesignCyclone.com for all Services provided to Customer by DesignCyclone.com prior to termination. Sections 3, 4, 5, 6, 10, and 12 will survive termination of this Agreement.
10. Warranty Disclaimer. Except as expressly provided in this Agreement, the Services are provided “as is,” and DesignCyclone.com expressly disclaims all warranties and conditions of any kind, express, implied, or statutory, including, without limitation, the implied warranties of title, noninfringement, merchantability, and fitness for a particular purpose. Interruption of Service: You hereby acknowledge and agree that DesignCyclone.com will not be liable for any temporary delay, outages or interruptions of the Services. Each party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein. Unless an approval process is specified herein or in a Statement, all Hosting provided by DesignCyclone.com to a Customer will be deemed accepted when delivered.
11. Indemnity. (a) Customer Indemnity. Customer will defend DesignCyclone.com against any third-party claim, action, suit, or proceeding alleging any breach of the covenants contained in Section . Subject to Section 11, Customer shall indemnify DesignCyclone.com for all losses, damages, liabilities, and all reasonable expenses and costs incurred by DesignCyclone.com as a result of any such third-party claim, action, suit, or proceeding. (b) DesignCyclone.com’s Indemnity. DesignCyclone.com will defend Customer against any third-party claim, action, suit, or proceeding alleging any breach of the covenants contained in Section 6. Subject to Section 11, DesignCyclone.com shall indemnify Customer for all losses, damages, liabilities, and all reasonable expenses and costs incurred by Customer as a result of any such third-party claim, action, suit, or proceeding. (c) Mechanics of Indemnity. The indemnifying party’s obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt, written notice of any claim, action, suit, or proceeding for which the indemnified party is seeking indemnity; (ii) granting control of the defense and settlement to the indemnifying party; and (iii) reasonably cooperating with the indemnifying party at the indemnifying party’s expense.
12. Limitation of Liability. DesignCyclone.com’s LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO DesignCyclone.com DURING THE THREE (3) MONTH PERIOD BEFORE THE ACTION AROSE. DesignCyclone.com SHALL NOT BE LIABLE FOR (A) ANY LOSS OF USE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF DesignCyclone.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND ABSENT SUCH LIMITATIONS, DesignCyclone.com WOULD NOT ENTER INTO THIS AGREEMENT.
13. Content Submission. The full and final content for each project is required to be submitted by the customer within the first 7 days (1 week) from the date the initial payment is made. DesignCyclone.com reserves the right to apply additional charge for any delay caused by the customer.
14. DesignCyclone.com Logo. DesignCyclone.com reserves the right to place a logo/banner on each website page in the design of which DesignCyclone.com took part. The removal of the logo/banner will cost 15%-50% of the total cost of the development project.
15. Delayed Payment. DesignCyclone.com reserves the right to place an advertisments on your website (or to take your website off-line) if there is a delayed payment. When the client pays for the delay the ads will be removed from the client’s website.
16. Delayed Delivery. DesignCyclone.com will refund the same percentage of the total fee as the percentage of the delay is to the provided turnaround time. (For example: if the provided turnaround time is 20 days and the project was done for 30 days, there are 10 days overdue, and 50% delay (20/10), and 50% refund will be initiated.)The turnaround time begins to count from the time DesignCyclone.com has the full and final content and requirements from the customer and when DesignCyclone.com is provided all the log-in details (if required for hosting, domains, design). The refund is only available when the customer is not responsible for the delayed delivery (the customer should be available and willing to work with the web cosultants during the web design process). The refund is not available for customers with monthly payment plan.
17. Back-up files. DesignCyclone.com will provide all back-up files and all working files used to develop your web site after the site is launched and the full payment is done(in case of a split payment).