TERMS AND CONDITIONS
The terms and conditions of this Service Order constitute the complete and exclusive contract of the parties in respect to the subject matter covered by those terms and conditions (“Contract”).
A. Ownership of Designs. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information developed in whole or in part by BuyaWebsite.com in connection with this Service Order shall be the exclusive property of BuyaWebsite.com. Exceptions are: a) Any and all graphics created specifically for you under an agreement granting you the rights to the design or that you provide to BuyaWebsite.com. In any case, BuyaWebsite.com will not provide you with a release of rights of ownership to any graphics that it develops for you or that are used in connection with this Service Order until all amounts due under this Service order or any other agreement with BuyaWebsite.com are paid in full.
B. Code of Conduct. You agree and shall bear the sole responsibility to ensure that the text or graphics provided by you or on your behalf for your Web pages will not (i) infringe a copyright or restriction imposed by law or agreement with a third party; (ii) violate a rule or code of conduct imposed by the host service provider (ii) be indecent or bad taste, as determined by BuyaWebsite.com, in its sole discretion, or (iii) be intended or likely to cause harm or embarrassment to a third party. BuyaWebsite.com shall not be responsible for policing your Web pages but shall have the right to remove your Web pages from public viewing because of your failure to adhere to the terms of this Contract, including your violation of the Code of Conduct set forth in this paragraph or your failure to pay amounts owed to BuyaWebsite.com under this or any other agreement.
C. Confidentiality. You are to keep confidential and not duplicate or disseminate any materials provided by BuyaWebsite.com in connection with the design, implementation and operation of its System. You will have a fully, paid, non-transferable, license to use the System for the term of this Contract but no other rights in respect to the System.
D. Termination of Service Order. You may terminate this Service Order at any time prior to the specified Termination Date, with or without cause, by giving written notice to BuyaWebsite.com. BuyaWebsite.com will take reasonable steps to remove your Web pages from publication on the Web following receipt of your notice of cancellation. BuyaWebsite.com may only cancel this Service Order for good cause or as expressly authorized by this Contract. BuyaWebsite.com shall not be obligated to refund any portion of your fee attributable to the remaining portion of the term of this Service Order unless (i) you terminate this Contract because of a material breach by BuyaWebsite.com or (ii) BuyaWebsite.com terminates this Contract because of a material breach by you. Any dispute as to the existence of a material breach will be resolved through the Dispute Resolution Procedure.
E. Liability For Alterations of your Web Pages: BuyaWebsite.com cannot accept responsibility and shall not be liable for any alterations of your Web pages by a third Party.
F. BuyaWebsite’s Liability; Indemnification: BuyaWebsite.com warrants that the use of the System and the text and graphics it provides as part of the System will not infringe a patent, copyright, or trademark or constitutes a trade secret misappropriation which is valid and subsisting. If any such claim is asserted against you, BuyaWebsite.com will have the option to either defend against the claim and indemnify and defend you against any damages, which may be awarded against you; or, to settle the claim with the claimant. BuyaWebsite.com’s obligation to defend under this paragraph is conditioned on you giving prompt notice in writing of any such action (and all prior claims relating to such action).
BUYAWEBSITE.COM DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYAWEBSITE.COM’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY OTHER CLAIM CONCERNING THE PERFORMANCE OR NONPERFORMANCE BY BUYAWEBSITE.COM PURSUANT TO, OR IN ANY WAY RELATED TO, THIS CONTRACT WILL BE YOUR RECOVERY OF ACTUAL DAMAGES TO THE LIMITS SET FORTH IN THIS SECTION. BUYAWEBSITE.COM’S LIABILITY TO YOU FOR DAMAGES FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, SHALL BE LIMITED TO THE FULL AMOUNT YOU HAVE PAID UNDER THIS SERVICE ORDER. IN NO EVENT WILL BUYAWEBSITE.COM BE LIABLE FOR ANY: 1) DAMAGES CAUSED BY YOUR FAILURE TO PERFORM YOUR RESPONSIBILITIES; 2) INCIDENTAL DAMAGES OR FOR ANY LOST PROFITS, LOST SAVINGS OR OTHER CONSEQUENTIAL DAMAGES, EVEN IF BUYAWEBSITE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR 3) CLAIMS AGAINST YOU BY ANY THIRD PARTY.
G. Your Liability; Indemnification: You are solely responsible for ensuring that the content of the information (including graphics) displayed on your Web pages are in compliance will all federal, state and local laws and you warrant that it does not and will not infringe any copyright, trademark or other intellectual property right of a third party. You shall indemnify BuyaWebsite.com, its affiliates and successors in interest, in respect of any claims, costs, or expenses that may arise from any material that is included for publication through your Web pages.
H. Impossibility Of Performance: You acknowledge and agree that BuyaWebsite.com cannot guarantee the absence of service interruptions caused by Acts of God or other circumstances beyond its control including, but not limited to, telecommunications problems. Client acknowledges that BuyaWebsite.com will not be held responsible for the appearance or operation of the Web site pages within Web Browser software (we test only on Firefox and Internet Explorer).
I. Dispute Resolution Procedure. Any dispute between the parties, including a dispute related to the meaning and interpretation of the Contract, the rights and obligations of the parties and any procedure, shall be resolved through binding arbitration with the American Arbitration Association under its then existing rules and regulations.
J. Governing Law. The laws of the State of Florida govern this Contract.