Terms and Conditions

AGREEMENT FOR WEB HOSTING SERVICES, WEB DESIGN AND ONLINE MARKETING.

Company : New Vibe Web Design

Customer : the Customer entering into this Agreement

1. Definitions
2. Services
3. Obligations of the Company
4. Customer Responsibilities
5. The Customer’s Obligations
6. Collection of Personal Data
7. Proprietary Rights
8. Domain Registration
9. Domain Name Disputes and Transfers
10. Duration
11. Warranties
12. Limitation of Liability
13. Indemnity
14. Restrictions on the Customer
15. Fees
16. Termination
17. Maintenance and support
18. No Waiver
19. Entire agreement
20. Invalidity
21. Assignment
22. Governing law

1. Definitions
“Company Server” means the web server used by the Company
“Company Website” means the Internet Website www.newvibewebdesign.com
“Confidentiality Agreement “ shall include, but not necessarily be limited to, all information which is not publicly known including the business, finances, technology (including without limitation the Software and the Documentation) trade secrets, and any other commercially sensitive information of either party regardless of its nature
“Content” means all information and material capable of being represented on  a computer or Internet Website including without limitation code, data, text, software, music, sound, photographs, pictures, graphic, video, chat, messages and files
“Customer Website” means the Customer’s website
“Domain Registrar” a company which specializes in registering domain names
“Effective Date” means the date when the Company confirms acceptance of the Customer’s offer to pay for the Service
“Hosting Service” means the provision of storage space for the Customer’s website
“Initial Term” means the term of the Package the customer has selected as detailed in the description of that Package, commencing from and including the Effective date
“Online Marketing” the provision by the Company of the service of assisting the Customer to improve their exposure and their ranking in Search Engines
“Option” means a variation of the features included in the Customer’s Package including but not limited to variations in the capacity of data transfer and the amount storage space
“Order Date” means the date that the Customer places its orders with the Company for the Service
“Package” means a certain group of services offered by the Company including but not limited to providing an Internet domain name, web hosting, website design and Online marketing
“Search Engines” websites including but not limited to Google, MSN and Yahoo which are used for internet purposes to search for products and services on the web
“Service” means the services provided by the Company
“Set up Fee” means the one-time set-up fee to be paid for the Service at the beginning of the initial term
“Upgrade” means a Package offering more functions in the same category than the Package originally chosen
“Website Design” means the provision by the Company of the service of website design
2. Services
2.1 The Company agrees (subject to Clause 2 below) to provide to the Customer the agreed Package.
2.2 The Terms of this Agreement are binding on the Customer from the Effective Date.  The placing of an Order is deemed an offer by the Customer which the Company may at its sole discretion accept or reject.
2.3 If the Company accepts the offer it shall as soon as reasonably practicable from the date that the Company receives full payment for the Service provide the Service.
2.4 Subject to the terms of this Agreement, the Company shall provide the Customer with the service of the Customer’s chosen package and if applicable, to certain software facilities for the Customer’s use.
3. Obligations of the Company
3.1 The Company agrees if applicable,  to
3.1.1 place the Customer’s Website on the Company’s Server and allow storage of information  received by the Customer on such server on a monthly basis subject to the limits (as more particularly described in Schedule A) and further agrees to provide on a monthly basis those maintenance services described in Schedule A. All Services under this Agreement shall be performed in accordance with the Company’s standard procedures so long as such procedures do not conflict with the express terms of this Agreement.
3.1.2 design and/or create the Customer’s Website and or upgrade the Customer’s website and or other services in accordance with the terms and conditions of this Agreement
3.1.3 The Company shall ensure that its personnel engaged in the provision of the services shall:
3.1.3.1 have the necessary skills, expertise and diligence to undertake such work and will conform to the professional standards generally observed in the computer industry for similar services
3.1.3.2 comply with the provisions in this Agreement relating to the Confidential Information
4. Customer Responsibilities
4.1 In addition to the obligations of the Customer as otherwise specified in this Agreement, the Customer shall in connection with the Hosting Service be solely responsible for the following:
4.1.1 the accuracy and content of any information provided by the Customer to the Company
4.1.2 any information, programs and other information that the Customer receives as a result of the use of the Service, including without limitation, the entire responsibility of any loss of data, programs, breaches of security, viruses disabling or harmful devices that the Company may download or otherwise experience as a result of the Customer’s use of the Service; and
4.1.3 the Customer agrees to use the Services in a manner consistent with any and all applicable laws and regulations;
4.1.4 notifying the company at least seven days in advance if the Customer intends to change its business details including but not limited to such details as name, address, telephone and fax numbers, e-mail and Bank details
5. The Customer’s Obligations
5.1 In order to use the Service the Customer must obtain access to the Internet (either directly or through devices that access web-based content) and pay any service fees associated with such access. In addition it must provide all equipment necessary to make such connection to the Internet including without limitation a computer and modem or other access device
5.2 The Customer acknowledges that all fees for the Service are exclusive of any telecommunications fees. All telecommunication fees incurred by the Customer in connection with the use of the Service remain solely and at all times the Customer’s responsibility
5.3 The Customer agrees to pay the fees set out in detail in Schedule A of this Agreement
5.4 The Customer agrees to comply with all other obligations contained in this Agreement
6. Collection of Personal Data
The Customer will comply with all applicable laws regarding any data protection regulations applicable in any territories or countries.
7. Proprietary Rights
7.1 The Customer’s use of the Service does not confer any rights in connection with the Intellectual Property rights which belong to the Company.
7.2 The Company grants the Customer the right to use any software which forms part of the Service on a non exclusive, non-transferable royalty-free license
8. Domain Registration
8.1 The Customers authorizes the Company to obtain its chosen domain name from the Company’s selected Domain Registry.
8.2 In order to obtain a domain name the Customer shall agree to comply with Domain Registry’s terms of business as may be amended from time to time. The Customer acknowledges that it is entering into direct contract relationship with Domain Registry and will be liable for all fees liabilities and obligations in connection therewith. The Customer agrees that its obligations to indemnify the Company under the Indemnity in clause 13 of this Agreement shall include any claim or demand associated with its domain name, any domain name pre-registration services provided through the Service or Domain Registry’s terms and conditions
9. Domain Name Disputes and Transfers
The Customer agrees that in the event that a domain name dispute arises with any third party it will indemnify and hold harmless the Company in accordance with this Agreement
10. Duration
10.1 This Agreement shall be effective commencing on the Effective Date and except in relation to web design and online marketing which shall be terminated at the end of the project, The Agreement shall be for a period of one year and thereafter from year to year subject to earlier termination as set forth in this section unless and until either party gives to the other not less than 30 days’ notice in writing.
10.2 Any renewal of the Service with the Company is subject to all relevant terms and conditions as may be imposed by the Company including without limitation successful completion of any applicable authentication and use of check procedure and payment of all applicable Service fees at the time of renewal and in the case of domain name re-registration, the domain name registry’s acceptance of the Customer’s domain name registration
11. Warranties
11.1 Except insofar as is prohibited by law, the Company excludes all express or implied warranties including and without limitation any warranties as to fitness for purpose and any express or implied warranties that might arise from a course of dealing, usage or trade practices
11.2 The company warrants that the Service shall be provided with reasonable care and skill but that at all times this may be subject to downtime caused by routine or emergency maintenance by the Company or downtime occasioned by third parties.
11.3 For the avoidance of doubt nothing in this Agreement obliges the Company to list or link to the Customer’s Website beyond those provided within the Service. The Customer agrees and acknowledges that the registration of its chosen domain name does not confer immunity on the Customer from objection by any party to either the registration or use of its domain name
11.4 The Customer warrants that it:
11.4.1 has all necessary power and authority  to enter into this Agreement; and
11.4.2 (in the case of individuals) are over 18 years of age and/or over the age of majority in the Country of their residence
12. Limitation of Liability
12.1 Nothing in this Agreement shall exclude or limit the liability of the Company for:
12.1.1 death or personal injury resulting from its negligence of any of its servants or agents;
12.1.2 fraudulent misrepresentation; or
12.1.3 any other liability which is prohibited from being excluded by law
12.2 Subject to this clause 12 the Customer acknowledges and agrees that the Company shall have no liability whatsoever under this Agreement, including without limitation any liability to the Customer or any third party for:
12.2.1 any losses whatsoever caused by downtime to the Service; or
12.2.2 any damage of any type suffered as a consequence of loss of data  or other information on the Customer Website
12.3 The Customer acknowledges that the Company has no control over the timing or volume of attempts to access the Company’s Server or the Customer’s ability to access the Customer’s Website at any particular time and the ranking of the Customer’s Website on any search engines. It is agreed that Company’s access and search engine services are provided on an “as-is, as-available” basis.
13. Indemnity
By using the Company’s Server the Customer agrees to indemnify the Company and hold them harmless from any and all claims and expenses, including legal fees arising from the use of the Company’s Server, or the Customer’s  submission of ideas and/or related materials to the Company or from any person’s use of any account or password the Customer maintains with any portion of the Company’s Servers, using the Services, or submitting any ideas and/or related materials to the Company, the Customer agrees to release the Company from any claims demands debts obligations damages (actual or consequential) costs and expenses of any kind or nature whatsoever whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that the Customer  may have against the Company arising out of or in any way related to any disputes and/or to the products and Service or to any disputes regarding use of ideas and or related materials submitted to the Company. The Customer agrees to waive all laws that may limit the efficacy of such releases
14. Restrictions on the Customer
14.1 The Company reserves the right to refuse to host or continue to host any Website or any content:
14.1.1 which the Company believes, in its discretion offers for sale goods or services or uses or displays materials that are illegal, defamatory, obscene, vulgar, offensive, dangerous, menacing or are otherwise inappropriate;
14.1.2 in connection with which it has received complaints;
14.1.3 has become the subject of a government complaint or investigation; or
14.1.4 which the Company believes in its sole discretion violates or threatens to violate the letter or spirit of this Agreement
14.2 The Company or its agents have the right (but not the obligation) in their sole discretion to refuse or to remove any Content which violates any of the Company’s terms and conditions from time to time in force or which is otherwise objectionable in the Company’s discretion.
14.3 The Company reserves the right to impose the amount of storage space available to the Customer on the Company’s Servers, to vary any such limits and to delete or refuse to accept material which exceeds such limits
14.4 In using the Service for commercial purposes the Customer expressly agrees:
14.4.1 it is  responsible for all goods and services offered, all materials used or displayed and all acts or omissions that occur in connection with the Customer’s Website or its account or password
14.4.2 It will not resell, assign or transfer its rights or obligations under this Agreement;
14.4.3 it will not use the Service in a manner that principally provides hosting or other similar resources to third parties; and
14.4.4 it represents and warrants that it has the full power and authority under all relevant laws and regulations to offer and sell the goods and services offered, including but not limited to holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered.
15. Fees
15.1 In consideration of the Service, the Customer agrees to pay the Company the applicable fees of the Company from time to time at the time of the Customer’s selection of the particular Package or (if applicable) upon receipt of the invoice from the Company.  The Company reserves the right to alter its fees and will provide the Customer with prior notice if such alterations will affect the Customer.
15.2 Unless otherwise provided in this Agreement the Customer must pay the fees relevant to the Package that it has selected prior to the Company providing the Service.
15.3 To pay for the Service, access or use the Service or to modify the Customer’s account the Customer may be required to establish an account and obtain a login name and password from the Company.
15.4 Payment of all fees must be by a valid credit or debit card or by direct debit or by check if agreed, and the Customer must pay in advance and if paid by credit or debit card must provide its credit/debit card or Bank details when it orders any Service or additional Option or Upgrade.  The Customer shall be solely responsible for such credit card debit card or bank information which it provides to the Company and must promptly inform the Company of any changes thereto.
15.5 The Customer shall be solely responsible for ensuring the Service is renewed.  The Company shall have no liability to the Customer or any third party in connection with any failure to renew or errors in renewing the Service.
15.6 All fees for the Service will automatically be debited from the Customer’s credit/debit card or Bank account.  A Set-Up Fee (if applicable) will become payable on the relevant Effective Date for the applicable Service.
15.7 The Customer agrees to pay all value added, sales and other taxes (other than taxes based on the Company’s income) related to the Service or payments made by the Customer.
15.8 Whilst using the Service the Customer may purchase additional Options or upgrade an existing Package which may be available in respect of the Package.  The Company reserves the right to charge the Customer an additional sum for such additional Options or Upgrades in accordance with the Company’s fees at the time.
15.9 If the Customer chooses an Upgrade it will be liable to pay the Company:
15.9.1 all fees in respect of the existing Package until the end of the month in which the Upgrade is selected;
15.9.2 additional fees in respect of the Upgrade to start at the beginning of the month following the date the Upgrade is selected and ending on the renewal date of the existing Package; and
15.9.3 a fee for changing from the existing Package to the Upgrade.
15.10 All fees for the Service are due and payable immediately in American Dollars to the Company and are non-refundable and non-creditable.
15.11 The Company shall be entitled to apply any credit against any amount owed to it by the Customer under the terms of this Agreement or under any other Agreement.
15.12 Unless the Customer shall have notified the Company that the Customer does not wish to participate in the Company’s automatic renewal process the Hosting Service will be renewed automatically and the Customer agrees that if it initially, or in connection with a renewal, paid for the Service by credit card, debit card or direct debit, the Company is authorized (but not obliged) to automatically take payment from the Customer’s credit card, debit card or by direct debit and renew the Service on or before its renewal date.
15.13 Any questions or concerns relating to the Customer’s bill should be addressed to New Vibe Web Design, PO BOX 271272, Louisville, CO 80027.
16. Termination
16.1 The Customer may terminate the Service anytime with one month prior written notice.  Such notice shall be made either by email, regular mail, registered mail or fax.  Notices to terminate the Service must be done using the Customer’s official letterhead and signed  by the authorized signatory of the Customer (or must come from an email address identifiable as the customer’s address) and must include:
16.1.1 the Customer’s account name;
16.1.2 the Customer’s primary web address
16.1.3 the reason for cancellation.
16.1.4 Customer shall not be entitled under any circumstances to a refund of any fees (including the Set-Up Fee) in the event that Customer terminates the Service.
16.1.5 The Customer shall be responsible for all moneys owned on its account from its creation until its termination of the Service is confirmed by the Company.
16.1.6 Terminating the Service shall not terminate any other services the Customer may have purchased including without limitation the registration of a domain name, and the Customer shall remain responsible for any fees for such services.  Transferring a domain name registration away from the Company’s Server will not terminate the Service.  The Customer must notify the Company in accordance with clause 16.1 if the Customer wishes to cancel the Service.
16.1.7 In the case of non-payment of fees for the Service (including without limitation any dispute regarding payment of the fees by the Customer’s credit/debit card issuer or Bank or if the Customer’s means of payment has been declined) the Company reserves the right to immediately terminate the Service and remove any of the Customer’s Content and materials (including the Customer’s domain name) from the Company Server.
16.1.8 The Company reserves the right to immediately terminate the Service and remove any of the Customer’s materials (including without limitation the Customer’s Content, Website and domain name) from the Company’s Server if:
16.1.8.1 the Customer has not paid for the service (including without limitation any disputes regarding payments by the Customers credit/debit card issuer or Banker which may arise or if the Customer’s means of payment has been declined) and/or
16.1.8.2 the Company in its sole discretion concludes that the Customer has engaged in illegal activities, in activities or sales that may damage the rights of the Company or others or have violated or threatened to violate the terms of the Agreement or any other agreement the Customer may have with the Company.
16.1.9 Any termination of the Service by the Company under this Agreement will take effect immediately and the Customer shall not be entitled to a refund of any fees the Customer may have paid to the Company.
16.1.10 Upon termination of the Service the Customer shall be bound to pay any outstanding fees in respect of the Service received up to and including the date of termination of the Agreement.
16.1.11 The Customer agrees that the Company may suspend, cancel or transfer the Service (including without limitation the Customer’s Website or the domain name registration services) to:
16.1.11.1 correct mistakes by the Company, another sub-contractor or the registry in registering the Customer’s chosen domain name; or
16.1.11.2 to resolve a dispute under any of the Company’s terms and conditions from time to time in force.
17. Maintenance and support
The Customer can obtain assistance with technical difficulties that may arise in connection with the Hosting Service or the customer’s utilization of software provided in connection with the Hosting Service by emailing or calling the Company.  The Company reserves the right to impose limitations on the extent of such support and the hours at which it is available.
18. No Waiver
The Company may at any time strictly enforce the requirements and limitations of this Agreement and the Company’s failure to do so does not in any way waive those requirements or limit the Company’s rights to enforce them.
19. Entire agreement
This Agreement and the documents referred to in it contain the entire agreement between the parties relating to its matter and save in respect of any fraudulent misstatement supersedes all prior representations, agreements, arrangements or understandings relating to such subject matter between the parties, whether written or oral.  The parties acknowledge that they are to relying on any representation, agreement other than the agreements referred to in this Agreement.
20. Invalidity
If any provision or part of this agreement is held to be invalid, amendments to this Agreement may be made by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the provision and the other provisions of this agreement to the maximum extent permissible under applicable law.
21. Assignment
The Company reserves the right to assign or otherwise transfer any rights or obligations under this Agreement.  The Customer shall not be entitled to assign or otherwise transfer any rights or obligations under this Agreement without the prior written consent of the Company.
22. Governing law
This Agreement shall be governed by the laws of the United States of America and the parties to this Agreement hereby submit to the non-exclusive jurisdiction of the courts of the United States of America.

SCHEDULE A
SERVICES
PART 1

WEB HOSTING

1. The service of web hosting includes presence of the website on a server which is:
backed up regularly, protected by redundant firewalls, monitored 24 hours per day, 7 days per week, 365 days per year; and which features: room level UPS, diesel generator, multiple OC3 redundant network connections, SCSI hard drives and hardware RAID, physically secure locked cabinet location.

2. The Customer shall pay yearly or monthly in advance for the service of Web Hosting.  The Customer shall pay monthly for any additional bandwidth used the previous month.

PART 2
WEBSITE DESIGN

1. The service of web design includes HTML coding, web programming, database design, artwork origination, creation of web optimized graphics, flash animation and programming, web page design and creation.

2. The Company will charge for the service on an hourly basis of $75.00 an hour.

3. Unless otherwise agreed in writing, the Customer will pay in advance for all services.  The company may agree with the client a phased production schedule broken down into production milestones and corresponding payments.  Work will only commence on the next phase once full payment has been received for the previous phase.

PART 3

ONLINE MARKETING

1. The service of online marketing will involve keyword research, web site optimization, search engine submission, directory submission, pay-per-click advertising, monitoring and maintenance.

2. Prices: Company shall charge for keyword research, web site optimization, monitoring and maintenance on an hourly basis of $75.00 per hour.
Pay-per-click Advertising: Initial Setup, $249.95, Maintenance at $75.00 per hour.
Search engine & Directory Submission fees vary depending on the search engine/directory in question.

3. The Customer shall pay in advance of such services to be provided.