last updated: 9-08-2012
HafeyTech LLC ("HafeyTech") hereby agrees to provide Website services to you ("Client") pursuant to the Terms and Conditions set forth herein.
By using the HafeyTech LLC website hosting, website update, or website design service, Client agrees to these terms and conditions. If you do not agree to the terms and conditions of this agreement, you should immediately cease all usage of HafeyTech services and cancel your account. HafeyTech reserves the right, at any time, to modify, alter, or update this terms of service agreement without prior notice. Modifications shall become effective immediately upon being posted at http://www.hafeytech.com/tos.php. Your continued use of HafeyTech services after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended.
Definitions
"Browser" refers to a program used to provide interactive, graphical access to sites on the World Wide Web.
"Internet" refers to the global network of computers using the TCP/IP protocol for communication.
"Web" refers to the World Wide Web. The Web is a graphical interface used to access sites on the Internet.
"Dedicated IP" is a unique Internet address dedicated exclusively to a single hosting account.
"SSL Certificate" stands for Secure Sockets Layer. Secure Sockets Layer is a protocol designed to enable applications to transmit information back and forth securely. The Secure Sockets Layer protocol is used to encrypt and decrypt data sent between two applications.
"Web Site" refers to a series of interconnected Hypertext Markup Language documents, javascript files, php files, or any other type of file capable of residing on a single host server computer.
"Site" means a series of linked Web pages under common control and developed by HafeyTech for Client under this Agreement.
"Domain Name" refers to a series of alphanumeric strings separated by periods, such as www.hafeytech.com, that is an address of a computer network connection and that identifies the owner of the address.
"Developer Content" means all data, code, trade secrets, patents, designs, drawings, text created by HafeyTech for use in the Website Design Service, including any modifications or enhancements provided by HafeyTech.
"Client Content" means all data, code, trademarks and copyrighted content provided by Client for use by HafeyTech in the Website Design Service.
"Service Package Agreement" means an attachment to this agreement that specifies the details and pricing of specific services in this agreement.
"Billing Cycle" means the schedule of recurrent times that HafeyTech will send invoices to Client.
Hosting Services
Upon request of Client, HafeyTech will provide the following services to Client ("Hosting Service"):
a. Storage
The amount of Storage ("Storage Limit") included in the hosting service will be 1,000 megabytes ("MB") unless otherwise stated in the Service Package Agreement. If Client exceeds the storage limit for the hosting service, Client will be billed an additional $1.60 per 500 MB of storage added to the account. Client will be billed in increments of 500 MB each time Client's account exceeds the storage limit.
b. Bandwidth
The amount of Bandwidth ("Bandwidth limit") included in the hosting service will be 30,000 MB unless otherwise stated in the Service Package Agreement. If Client's account exceeds the bandwidth limit, Client will be billed an additional $0.25 per 500 MB bandwidth added to the account. Client will be billed in increments of 500 MB each time Client's account exceeds the bandwidth limit.
c. Email Accounts
HafeyTech will set up email accounts at the request of Client. The pricing for each email account is $1.50 per 30 days per account. Each individual email account will include 5 gigabytes ("GB") of space.
d. Dedicated IP address
HafeyTech can add a dedicated ip address to the hosting account for an additional charge of $2.50 per 30 days. At clients option, this additional charge can be billed on a 90 day, 180 day, or 365 day billing cycle. A dedicated ip address is required if Client wishes to purchase an SSL certificate for their account.
e. SSL Certificates
Upon request, HafeyTech can add a SSL certificate to Client's hosting account for an additional yearly charge. SSL certificate pricing may vary based on they type of SSL certificate purchased. If client requests this service, Client authorizes HafeyTech to purchase an SSL certificate on Clients Behalf. Client is solely responsible for any liability arising out of or related to the SSL Certificate. Client agrees to indemnify and hold HafeyTech harmless from and against any and all liabilities, losses, damages, costs, and expenses, including reasonable attorney fees and experts' fees, associated with any claim or action brought against HafeyTech related to or arising out of the SSL Certificate, or client's breach of its warranties under this agreement. This indemnification agreement will survive termination of this agreement.
f. Availability of Hosting Service.
The Hosting Service will be available approximately 24 hours a day, normal maintenance and unforeseen hardware or communications problems excepted.
g. Hosting Service Billing
The price of the hosting service will be $10 per 30 days unless otherwise stated in the Service Package Agreement. HafeyTech will invoice Client for Hosting Services on a 30 day, 90 day, 180 day, or 365 day billing cycle. If client chooses to be billed on a 90 day, 180 day, or 365 day billing cycle, client agrees that additional charges for any storage overages or bandwidth overages will be billed on a 30 day billing cycle. Invoices will be paid within 30 days of receipt. In the event Client is frequently late paying invoices, HafeyTech reserves the right to convert Client to a 365 day billing cycle.
h. Right to Monitor and Remove Unacceptable Sites
HafeyTech has the right, but not the duty, to review and monitor all content submitted for or included on the Web Site or any use of the Hosting Service, and in its sole discretion to remove any content that HafeyTech finds objectionable for any reason without prior notice to Client.
i. Client Warranties
Client represents and warrants to HafeyTech that:
j. Indemnity
CLIENT IS SOLELY RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF OR RELATED TO THE WEB SITE OR USE OF THE HOSTING SERVICE. CLIENT AGREES TO INDEMNIFY AND HOLD HafeyTech HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEY FEES AND EXPERTS' FEES, ASSOCIATED WITH ANY CLAIM OR ACTION BROUGHT AGAINST HafeyTech RELATED TO OR ARISING OUT OF THE WEB SITE, USE OF THE HOSTING SERVICE, OR CLIENT'S BREACH OF ITS WARRANTIES UNDER THIS AGREEMENT. THIS INDEMNIFICATION AGREEMENT WILL SURVIVE TERMINATION OF THIS AGREEMENT.
Website Design
Upon the request of Client, HafeyTech will provide the following services to Client:
Website Design ("Website Design Service"):
a. Details of Design
The specific details of the Website Design Service will be included in the Service Package Agreement.
b. Website Design Service Billing
The price of the Website Design Service will be included in the Service Package Agreement. HafeyTech requres a 50% down payment on all Website Design Services due at the start of the project. Upon completion of the Website Design Service, HafeyTech will invoice client for the remaining 50% due. Invoices will be paid within 30 days of receipt.
c. Materials
Client shall make available to HafeyTech, at Client's expense, all Graphics Client wants included in the Site and all the text and wording for pages Client wants included in the Site. Client will provide these materials to HafeyTech within 14 days of signing the Service Package Agreement.
d. Change in Project Scope
If Client wishes to implement major revisions to the Site after Client has already accepted HafeyTech's work or wants to include a new feature into the Site that was not included in the original Service Package Agreement, Client shall submit a request of such changes to HafeyTech. Upon review, HafeyTech can either quote out the additional changes and send to Client for approval of the additional charges and time frame to make the requested changes or refuse the change. HafeyTech reserves the right to reject any additions to the Site not originally included in the Service Package Agreement.
e. Ownership of Developer Content
HafeyTech shall retain all copyright, patent, trade secret and other intellectual property rights HafeyTech may have in Developer Content. Subject to payment of all compensation due under this Agreement , HafeyTech grants Client a nonexclusive, nontransferable, royalty-free license to use Developer Content. This license shall authorize Client to:
f. Website Credit and Links
HafeyTech can state on the Site that HafeyTech developed the website, place hypertext links on Client's Site to HafeyTech's website, or place hypertext links and pictures of Client's site on HafeyTech's website to Client's Site as an example of HafeyTech's services.
g. Client Representations and Warranties
Client represents and warrants to HafeyTech as follows:
Client will indemnify HafeyTech from any third-party claims resulting in losses, damages, liabilities, costs, charges, and expenses, including reasonable attorney fees, arising out of any breach of any of Client's representations and warranties contained in this Agreement. For such indemnification to be effective, however, HafeyTech must give Client prompt written notice of any such claim and provide Client such reasonable cooperation and assistance as Client may request in the defense of such suit. Client will have sole control over any such suit or proceeding.
h. HafeyTech Representations and Warranties
THE DEVELOPER CONTENT FURNISHED UNDER THIS AGREEMENT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY; INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. HafeyTech DOES NOT WARRANT THAT THE OPERATION OF THE SITE WILL BE CONTUNUAL, UNINTERRUPTED OR ERROR FREE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR DEVELOPER CONTENT.
i. Intellectual Property Infringement Claims
THE DEVELOPER CONTENT FURNISHED UNDER THIS AGREEMENT IS PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS AGAINST INFRINGEMENT, AND HafeyTech SHALL NOT INDEMNIFY CLIENT AGAINST INFRINGEMENT OF ANY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER PROPRIETARY RIGHTS.
j. Limitation of HafeyTech's Liability to Client
In no event shall HafeyTech be liable to Client for lost profits of Client, or special or consequential damages, even if HafeyTech has been advised of the possibility of such damages.
k. Third party scripts
Client agrees HafeyTech may use third party scripts or programs in the Site. All copyright to such scripts or programs shall remain with their respective copyright holders. Client agrees to be bound by the license for any third party script or program used in the Website Design Service.
Website Update Service
HafeyTech will provide Website update service to Client at the rate of $60 per hour unless otherwise stated in the Service Package Agreement. HafeyTech will invoice Client immediately after each update. Invoices will be be paid within 30 days of receipt.
Domain Registration
Upon Client's Request, HafeyTech will register or transfer a domain name on behalf of Client. HafeyTech will invoice Client for the price of the domain name on an annual basis. Domain name pricing can be found at http://hafeytech.shopco.com and is subject to change without notice. CLIENT UNDERSTANDS THAT HAFEYTECH IS A TUCOWS AUTHORIZED RESELLER AND AGREES TO THE ADDITIONAL DOMAIN REGISTRATION TERMS FOUND AT HTTP://HAFEYTECH.SHOPCO.COM/TERMS. HafeyTech does not guarantee the success of a domain transfer. If client requests a domain transfer, client must have the ability to unlock the domain, send the transfer authorization code to HafeyTech, and send all transfer related emails to HafeyTech. If payment for the Domain Name becomes 15 or more days past due, HafeyTech has the right to cancel the domain name. Once canceled, the domain name will be made available on the open market for anyone to register. Client agrees that failure to pay for domain registration fees may result in losing the domain name forever.
CLIENT IS SOLELY RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF OR RELATED TO THE DOMIN NAME. CLIENT AGREES TO INDEMNIFY AND HOLD HafeyTech HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEY FEES AND EXPERTS' FEES, ASSOCIATED WITH ANY CLAIM OR ACTION BROUGHT AGAINST HafeyTech RELATED TO OR ARISING OUT OF THE DOMAIN NAME. THIS INDEMNIFICATION AGREEMENT WILL SURVIVE TERMINATION OF THIS AGREEMENT.
Invoicing
Client has the option to receive invoices though email or have them mailed to the billing address of Client's choice. It is Client's sole responsibility to keep accurate billing information on file with HafeyTech. Client can change this information by calling HafeyTech toll free at 877-472-9798.
Late Payment
If payment for any service is past due, HafeyTech will send Client a late notice invoice as a reminder. Further, Late payments by Client shall be subject to late penalty fees of 2% per 30 days late or the maximum allowed under state law from the due date until the amount is paid in full. It is Client's full responsibility to cancel any service Client no longer wants. In the event hosting service becomes 15 or more days overdue, HafeyTech may suspend the Hosting service and all of the hosting services will no longer be functional. If payment for the Hosting Services is 30 or more days past due, HafeyTech will have the right to terminate the Hosting Services and may delete ALL of Client's files including Website files and email from HafeyTech's server.
Collection Costs
In the event any third parties are contracted to collect any outstanding monies owed by Client, Client agrees to pay for all collection costs, including attorney's fees, whether or not litigation has commenced, and all costs of litigation incurred.
Refunds
All payments to HafeyTech are nonrefundable.
Term of Agreement
This Agreement will take effect on the start date of service and remain in effect until either party terminates the Agreement.
Termination
Either Party may terminate this Agreement upon 7 days written notice to the other party.
Independent Contractor
HafeyTech is an independent contractor, and neither HafeyTech nor HafeyTech's staff is, or shall be deemed, Client's employees. In its capacity as an independent contractor, HafeyTech agrees and represents, and Client agrees, as follows:
Liability
HafeyTech makes no representations or warranties, express or implied, of any kind to Client or any third party regarding HafeyTech's services. HafeyTech shall use reasonable efforts to provide the agreed upon services however, in no event, shall HafeyTech be liable to Client, or any third party, for any claims for loss or damages as a result of any action or inaction by HafeyTech. This indemnification agreement will survive termination of this agreement.
Outsourcing
HafeyTech reserves the right to contract third party services to fulfill HafeyTech's obligations in this agreement.
Price Changes
HafeyTech reserves the right to change the price of any service or product without prior written notice to Client.
Undefined Terms
Terms that are not specifically defined in this Agreement are used as set forth in the Uniform Commercial Code of the State of North Dakota.
Joint Drafting and Neutral Construction
This Agreement is a negotiated document and shall be deemed to have been drafted jointly by the Parties, and no rule of construction or interpretation shall apply against any particular Party based on a contention that the Agreement was drafted by one of the Parties. This Agreement shall be construed and interpreted in a neutral manner.
Validity of Agreement
If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated.
Entire Agreement
This Agreement, including the Service Package Agreement, contains the entire agreement of the Parties relating to the rights granted and obligations assumed in this Agreement. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the Party to be charged.
Venue and Applicable Law
This Agreement will be governed by the laws of the State of North Dakota, and should litigation become necessary to resolve any dispute between Client and HafeyTech, Client agrees the dispute will be litigated in the County of Cass, State of North Dakota.
No Agency
Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.
Refusal of Service
HafeyTech reserves the right to refuse service to anyone at any time for any reason.
Contact
Please direct all questions regarding this TOS to support@hafeytech.com or give us a call toll free at 877-472-9798.