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This Edit My Site Online Service Agreement (the "Agreement") describes the terms and conditions on which Edit My Site Online ("we" or "our company") offer services to your business ("Customer" or "You"). By registering for or using Edit My Site Online services, Customer agrees to be bound by the following terms and conditions.
1. Eligibility for Edit My Site Online Services.
Our Services are available only to individuals and business entities (including but not limited to sole proprietorships) in good legal standing that can form legally binding contracts under applicable law. Customer hereby represents and warrants that it is duly licensed to do business and is in good legal standing in the jurisdictions in which it does business (during the term of this Agreement) that it is not a competitor of Edit My Site Online, and that the person agreeing to this Agreement for Customer is at least eighteen years of age and otherwise capable of and authorized to enter binding contracts for Customer.
2. Edit My Site Online Services.
Subject to the terms and conditions of this Agreement, Edit My Site Online makes certain Services available to Customer. For the purposes of this Agreement: (a) "Customer" (or "you") means the business entity that is registering to use the Services, including its employees and agents; (b) Edit My Site Online "Services" means those electronic or interactive services offered by Edit My Site Online. Edit My Site Online makes its Services available to Customer via Customer's Authorized Users (as defined in Section 5 ("Customer Account")). Edit My Site Online reserves the right to change or discontinue any of the Services at any time.
3. Ownership
You acknowledge that all materials provided on this Web site, including but not limited to information, documents, products, logos, graphics, sounds, images, software, and services (collectively "Materials"), are provided either by Edit My Site Online or by their respective third party authors, developers and vendors (collectively "Third Party Providers") and the underlying intellectual property rights are owned by Edit My Site Online and/or its Third Party Providers. Elements of the Web site are protected by trade dress and other laws and may not be copied or imitated in whole or in part. Edit My Site Online, the Edit My Site Online logo and other Edit My Site Online products referenced herein are trademarks of Edit My Site Online, and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols may be the trademarks of their respective owners.
4. Customer Information
Customer represents and warrants that the information it provides in Edit My Site Online contact information forms is true, accurate, current and complete. Customer agrees to maintain and update this information to ensure that it is true, accurate, current and complete. If, at any time, any information provided by Customer is untrue, inaccurate, not current or incomplete, Edit My Site Online will have the right to suspend or terminate Customer's account and this Agreement.
5. Customer Account
5.1 Authorized Users.
Customer may designate persons to act as its agents to use the Services, provided that each designated person has the legal capacity to enter into binding contracts for Customer. Furthermore, Customer represents and warrants that each person who registers under Customer's account is an authorized agent of Customer (an "Authorized User") who has such legal capacity.
5.2 Responsibility for Access
Customer is solely responsible and liable for any and all access to and use of the Services (including all activities and transactions) by any Authorized User and/or User ID registered under Customer's account, unless such access to or use of the Services is the direct result solely of the gross negligence of Edit My Site Online. It is Customer's responsibility, through its systems administrator Authorized User, to set the appropriate access for each of Customer's Authorized Users.
5.3 Responsibility for User IDs and Passwords
Customer is solely responsible for maintaining the confidentiality of Customer access information, i.e. account ID's and passwords of its Authorized Users, and are responsible for all activities that occur under your account.
5.4 Notification of Unauthorized Use
Customer will immediately notify Edit My Site Online if Customer notices any activity indicating that Customer's account is being used without authorization, including: (a) Customer has received confirmation of an order or orders placed using Customer's account which Customer did not place or any similar conflicting report; or (b) Customer becomes aware of any unauthorized use of any product or service related to its account(s).
6. Customer Data
Customer has sole responsibility and liability for the data its stores on Edit My Site Online's servers. Customer controls its data through its account and its Authorized Users. Edit My Site Online encourages Customer to archive its data regularly and frequently; Customer bears full responsibility for archiving its data and sole liability for any lost or irrecoverable data. Customer agrees to maintain its data in compliance with its legal obligations. Edit My Site Online will delete Customer data upon termination of this Agreement. However, Edit My Site Online may retain Customer data in its archives after deletion and will not be liable to Customer in any way for such retained data.
6.1 Special Circumstances
Edit My Site Online will provide access to the Services and Customer's account to an agent of Customer ("Authorized Agent") who provides Edit My Site Online with a notarized letter signed by an officer of Customer which letter shall include statements of authenticity, authority, and liability as required by Edit My Site Online in its sole discretion. Customer expressly and irrevocably agrees that Edit My Site Online may rely on such a letter and on the apparent authority of the person requesting access to the Services or to Customer's account. In no event will Edit My Site Online be liable to Customer or any third party for Edit My Site Online's reliance on such letter or such apparent authority.
7. Fees And Payments
Edit My Site Online's subscription fees ("Fees") can be found at http://www.editmysiteonline.com/e/signup.cfm. Edit My Site Online do not collect and are not responsible for any additional fees imposed by Customer's local authorities, including without limitation: Import or state tax. Customer shall pay any and all Fees in advance based on chosen billing cycle during registration. Customer will receive an electronic invoice by email after registration. In the event that Customer fails to pay Fees due, Edit My Site Online reserve the right to suspend or terminate Customer's account(s), according to section 13 on Termination below.
8. Acceptable Use
8.1 Illegality/Adult Content
Edit My Site Online neither sanctions
nor permits site content or the transmission of data
that contains illegal or obscene material or fosters or
promotes illegal activity, including but not limited to,
gambling, the offering for sale of illegal weapons, and
the promotion or publication of any material that may violate
hate crimes legislation.
Edit My Site Online reserves the right to immediately suspend or terminate
any account or transmission that violates this policy, without
prior notice. In the event of such termination, Customer
agrees that the unused portion of any fees Customer may
have paid for any Services rendered to Customer by Edit My Site Online
are an appropriate recompense to Edit My Site Online for the time required
to respond to and address issues created by Customer's illegal
or obscene site/content, and Customer agrees not to seek
recovery of those fees.
Further, should Customer violate this policy, Edit My Site Online will
actively assist and cooperate with law enforcement agencies
and government authorities in collecting and tendering information
about Customer, Customer's site, the illegal or obscene
content, and those persons that may have inappropriately
accessed, acquired, or used the illegal or obscene content.
8.2 Wrongful Conduct
Customer shall not commit or
permit wrongful or damaging acts which justify civil action
including, but not limited to, posting of defamatory, scandalous,
or private information about a person without their consent
or intentionally inflicting emotional distress.
8.3 Access and Interference
Violations or attempts to violate Edit My Site Online systems or to interrupt Edit My Site Online services are strictly prohibited, and may result in criminal and
civil liability. Examples of system violations include, without limitation: (a) Unauthorized access to or use of Edit My Site Online Services, including any attempt to probe, scan
or test the vulnerability of a system or to breach security or authentication measures
without express authorization of Edit My Site Online; or (b) Interference with Service to any customer or network including, without limitation, flooding, or deliberate attempts
to overload a system and broadcast attacks; or (c) Any attempt to cirumvent limitations in subscriptions; or (d) Use of any device, software, or routine to interfere or attempt to interfere with the proper working of the Services; or (e) Any action that imposes an unreasonable or disproportionately large load on Edit My Site Online's infrastructure
Customer shall not decompile, disassemble, decrypt, extract, reverse engineer or otherwise attempt to derive the source code of the "software tools" (including the tools, methods, processes, and infrastructure) underlying the Services or any other software on the Edit My Site Online Web site.
8.4 Copyright or Trademark Infringement
Edit My Site Online Services may
be used only for lawful purposes. Transmission, distribution
or storage of any material in violation of any applicable
law or regulation, including export control laws, is prohibited.
This includes, without limitation, material protected by
patent, copyright, trademark, service mark, trade secret
or other intellectual property rights. If you use another
party's material, you must obtain prior authorization. By
using the Services, you represent and warrant that you are
the author and copyright owner and/or proper licensee with
respect to any hosted content and you further represent
and warrant that no content violates
the trademark or rights of any third party.
Edit My Site Online reserves the right to suspend or terminate a Customer's
account(s) that, in Edit My Site Online's discretion, violates these policies or
violates any law or regulation.
8.5 Misuse of System Resources
Customer shall not
misuse system resources including, but not limited to, employing
content which consume excessive CPU time or storage
space; utilizing excessive bandwidth; resale of access to content hosted on Edit My Site Online servers outside of our Reseller program; or resale of Customers Edit My Site Online account.
8.6
Other Activities
Whether lawful or unlawful, Edit My Site Online
reserves the right to determine what is harmful to its Customers,
operations or reputation, including any activities that
restrict or inhibit any other user from using and enjoying
the Service or the Internet.
Please be aware Edit My Site Online reserves the right to cancel any
account they find in violation of any of the above policies. If appropriate, Edit My Site Online will refer complaints to law enforcement authorities, and in such case, Edit My Site Online will actively assist law enforcement agencies with
the investigation and prosecution of any such activities,
including surrendering Customer account information.
Complaints about violators of our Policy should be sent
via e-mail to .
Each complaint will be investigated and may result to immediate
cancellation of Services without prior notice and without
refund of Service fees paid.
9. No Warranty
You expressly understand and agree that: (a) your use of the Service is at your sole risk. Edit My Site Online Services are provided on an "as is" and "as available" basis. Edit My Site Online and its suppliers, to the fullest extent permitted by law, disclaim all warranties, including but not limited to warranties of title, fitness for a particular purpose, merchantability and non-infringement of proprietary or third party rights. Edit My Site Online and its suppliers make no warranties about the accuracy, reliability, completeness, or timeliness of our Services, software, or content; (b) Edit My Site Online makes no warranty that (i) the Service will meet your requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (v) any errors in the software will be corrected; (d) any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material; (e) no advice or information, whether oral or written, obtained by you from us or through or from the Service shall create any warranty not expressly stated in these terms and conditions.
10. Indemnity
You agree to defend, indemnify, and hold harmless Edit My Site Online, its affiliates, officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal fees, alleging or resulting from your use the Service, or your breach of this Agreement or other Edit My Site Online policies, terms and conditions.
11. Limitation of Liability
Your use of Edit My Site Online Services is at your own risk. If you are dissatisfied with any aspect of our Service or with these terms & conditions, or any other rules or policies, your sole remedy is to discontinue use of the Service.
You expressly understand and agree that Edit My Site Online shall not be liable for any direct, indirect, incidental, special, consequential exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorised access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; or (v) any other matter relating to the Service.
In no event will Edit My Site Online's liability arising out of or in respect of these terms and conditions exceed one year subscription fee.
12. Modifications to Agreements, Policies or to our Services
We reserve the right to change this Service Agreement at any time without notice. We also reserve the right at any time to modify or discontinue the Service, temporarily or permanently, with or without notice to you. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service. You acknowledge that we may establish general practices and limits concerning use of the Service, including the maximum disk space that will be allotted on Edit My Site Online's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. Further, you acknowledge that Edit My Site Online may change subscription fees at any time without notice. Changes in subscription fees will take effect on expiration of any existing Customer subscription.
13. Termination
13.1 Without limiting other remedies, Edit My Site Online may immediately issue a warning, suspend (i.e., lock out access and operation of Services for Customer) either temporarily or indefinitely, or terminate Customer's account and refuse to provide Services to Customer if: (a) Edit My Site Online believes that Customer have violated or acted inconsistently with this Agreement, or any of our policies; or (b) Customer have failed to pay fees or other payments due to Edit My Site Online; or (c) Edit My Site Online is unable to verify or authenticate any information Customer provides to Edit My Site Online; or (d) Edit My Site Online believes that Customer's actions may cause legal liability for Customer, Edit My Site Online's other clients, or Edit My Site Online.
Edit My Site Online may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these terms and conditions may be effected without prior notice, and acknowledge and agree that Edit My Site Online may immediately deactivate, archive or delete your account and all related information and data in your account and/or any further access to such data or the Service. Further, you agree that the Edit My Site Online shall not be liable to you or any third-party for any termination of your access to the Service.
Upon termination of this Agreement by either Customer or Edit My Site Online, all of Customer rights under this Agreement, and Edit My Site Online's provision of Services, will terminate immediately. Any amounts Customer owes Edit My Site Online, if any, will become immediately due and payable, including Fees for the remainder of the subscription cycle. Refunds to Customer will be given solely at the discretion of Edit My Site Online.
13.2 The Sections 6 ("Customer Data"), 9 ("No Warranty"), 10 ("Indemnity"), 11 ("Limitation Of Liability") and this Section 13 will survive any termination of this Agreement.
14. Miscellaneous
These terms and conditions will be governed by and construed in accordance with the laws of the State of California, excluding that body of law governing conflict of laws. Any legal action or proceeding relating to or arising out of these Terms or your use of the Web site will be brought in a federal or state court in Marin County, California, and you submit to the venue and personal jurisdiction of such court. If any provision of these Terms is held to be invalid or unenforceable, such provision will be enforced to the greatest extent possible and the remaining provisions will remain in full force and effect. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Edit My Site Online's failure to act with respect to a breach by Customer or others does not waive Edit My Site Online's right to act with respect to subsequent or similar breaches. No action by Customer arising under this Agreement may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose.
14.1 Relationship
Customer and Edit My Site Online are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
14.2 Assignment
Customer may not assign any of its rights, or delegate any of its duties, under this Agreement, and any attempted assignment will be null and void.
14.4 Force Majeure
Operation of our Services may be interfered with by numerous factors outside of our control and we shall not be liable to you for any delay or failure in performance under this Agreement resulting directly or indirectly from causes beyond Edit My Site Online's control.
14.5 Interpretation
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, as narrowly as possible, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
14.6 Edit My Site Online Confidential Information
You represent and warrant to Edit My Site Online that (a) you are not a competitor of Edit My Site Online, (b) you shall keep publicly unannounced information and materials pertaining to Edit My Site Online Services, pre-release software, testing or testing procedures strictly confidential and (c) you shall not use any information gained from access to the Edit My Site Online Web site or use of the Edit My Site Online Services to compete with Edit My Site Online in its business.
14.7 Except for other agreements or terms appearing on the Web site, this Agreement set forth the entire understanding and agreement between us with respect to the subject matter hereof.
ADDITIONAL INFORMATION
Any questions relating to our Legal Agreements and Policies may be directed to .
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