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TERMS AND CONDITIONS PERTAINING TO CUSTOM WEBSITE DESIGN
THESE ARE THE TERMS AND CONDITIONS APPLICABLE TO THE PURCHASE AND SALE OF CUSTOM WEBSITES AMONG YOU (The Customer) AND UNCUT DESIGN. IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOTIFY UNCUT DESIGN WITHIN FORTY EIGHT (48) HOURS OF YOUR ORDER AND THE SERVICES WILL BE CANCELED WITH NO FURTHER OBLIGATIONS BY EITHER PARTY. FAILURE TO NOTIFY UNCUT DESIGN OF CANCELLATION WITHIN SUCH PERIOD SHALL BE DEEMED TO INDICATE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THEM.
IN ADDITION, THE CUSTOMER MAY ELECT TO PURCHASE ADDITIONAL SERVICES FROM UNCUT DESIGN, OR THEIR PARTNERS AND/OR OTHER THIRD PARTIES, WHICH HAVE THEIR OWN TERMS AND CONDITIONS AGREEMENTS AND ACCEPTABLE USE AGREEMENTS, ASIDE FROM THIS AGREEMENT. THOSE AGREEMENTS WILL BE PRESENTED TO THE CUSTOMER AT THE TIME OF PURCHASE AND/OR ACCOUNT LOGIN, AND IT IS THE CUSTOMERS' OBLIGATION TO REVIEW, ACCEPT AND ABIDE BY THOSE AGREEMENTS AS WELL AS THIS AGREEMENT. TERMS AND CONDITIONS FOR ALL OF OUR SERVICES CAN BE FOUND AT OUR WEBSITE AT WWW.UNCUTDESIGN.COM
Uncut Design 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. Uncut Design may make changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following Uncut Design' posting of any changes or modifications will constitute your acceptance of such changes or modifications.
1. Payment.
As consideration for Uncut Design providing the Services hereunder, Customer agrees to pay Uncut Design fifty percent (50%) of the design fees set forth in the order summary upon execution of this Agreement and fifty percent (50%) upon the earlier of (a) 4 business days of making the site available for customer review or (b) 45 days from purchase date, regardless of Web site progression.
THE INITIAL 50% FEE IS NON REFUNDABLE, UNLESS THE CUSTOMER REQUESTS TO CANCEL SERVICES WITHIN 48 HOURS OF PLACING AN ORDER.
2. Provision of Services.
Uncut Design will provide Customer with the Services ordered that are described in the order summary. Customer understands and agrees that Uncut Design will publish the Web site solely in accordance with the information provided by Customer in written form and telephone interview. After customer provides all information and files, Uncut Design will begin building the Web site. Unless otherwise indicated in the order summary, Uncut Design will deliver a complete Web site within 30 calendar days. This is dependent on the customer providing all necessary content within 7 business days of the sale and customer providing feedback on site progression stages within 2 business days. The Web site will be made available for Customer to view prior to hosting for purposes of editing for corrections to content only. Editing beyond correction of content will be considered as additional services or part of the monthly update service (if Customer selects this service) and will be billed as such. Uncut Design will bill final balance upon the earlier of i) 4 business days of making the site available for customer review or ii) 30 days from purchase date, regardless of Web site progression. Uncut Design will attempt to contact the customer to notify that the site is completed, and ready to publish. In the event the customer does not respond within 4 business days, the site shall become "passively accepted" by the customer and Uncut Design will publish the site and bill the remaining amount.
3. Rights to the Web Site and Content.
With the exception of any Third-Party Materials and Background Technology as set forth in Section 4, Customer owns the Web site and Customer Content. "Customer Content" means all content or information (including, without limitation, any text, music, sound, photographs, video, graphics, data, applications or software), in any medium, provided by Customer to Uncut Design. "Third-Party Materials" means any content, software, or other computer programming material that is owned by an entity other than Uncut Design, and licensed by Uncut Design or generally available to the public, including Customer, under published licensing terms, and that Uncut Design will use in the development of or to display or run a Web site. The graphics utilized from Uncut Design' graphics library are licensed from third-party suppliers. Uncut Design will provide Customer a limited, personal, nonexclusive, nontransferable license to use the graphics during the term of this Agreement. Upon written request, Uncut Design will deliver the Customer’s source files and database script, if applicable, at the predetermined price indicated on the order summary. Uncut Design will collect 100% of the fees prior to providing the information via CD or any other electronic form.
4. Limited License to the Background Technology.
"Background Technology" means computer programming & formatting code or operating instructions developed by or for Uncut Design and used to create any portion of a Web site or used to operate the Web site or a Web server in connection with a Web site. Background Technology includes, but is not limited to, any files necessary to make forms, buttons, check boxes, 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 or any derivatives, improvements, or modifications of Customer Content. Subject to the terms and conditions of this Agreement, Uncut Design hereby grants Customer a perpetual, nonexclusive license to copy, distribute, transmit, display, perform, create derivative works of, and otherwise use only such Background Technology that is incorporated into a Web site, in whole or in part, solely as necessary for Customer to operate, maintain, and make the Web site available in the normal course of Customer's business. Customer may not duplicate or distribute any Background Technology to any third party without the prior written consent of Uncut Design. All rights to the Background Technology not expressly granted to Customer hereunder are retained by Uncut Design. 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.
5. Limited License to Content.
Customer hereby grants to Uncut Design the limited, nonexclusive right and license to copy, distribute, transmit, display, perform, create derivative works from, modify, and otherwise use and exploit Web site, any Customer Content, or any Customer Marks provided to Uncut Design hereunder, solely for the purpose of rendering Uncut Design' 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.
6. Content Standards.
Customer agrees not to provide Customer Content, and Uncut Design 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. Uncut Design reserves the right to refuse any other subject matter it deems inappropriate.
7. Support.
Uncut Design agrees to provide reasonable technical support to Customer during Uncut Design' normal technical support hours. Uncut Design additionally agrees to provide customer service support in the form of e-mail and telephone during Uncut Design' normal customer support hours.
8. Term and Termination.
(a) This Agreement is effective as of the Effective Date and shall continue unless terminated; (b) Uncut Design 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 Uncut Design for all Services provided to Customer by Uncut Design prior to termination. Sections 2, 3, 4, 5, 10, 12, and 13 will survive termination of this Agreement.
9. Uncut Design' Warranties.
Uncut Design warrants (a) that the Web site will conform to specifications or acceptance criteria agreed to by the parties when delivered to Customer and for a period of one (1) year thereafter (the "Warranty Period") and (b) that Uncut Design will perform the services in material conformity to the specifications contemplated hereunder in a professional and workmanlike manner. Uncut Design' warranties and representations hereunder will not extend or apply to any Web site modified by any party other than Uncut Design'. In the event that Customer discovers an Error in the Web site during the Warranty Period, Uncut Design' sole responsibility will be to use reasonably commercial efforts to correct such Errors. "Error" means any reproducible error, problem, or defect resulting from (i) an incorrect functioning of the Background Technology that materially affects the functionality of the Web site or (ii) any failure of the Web site delivered to Customer to materially meet the specifications or acceptance criteria. All warranty claims not made in writing within the Warranty Period shall be deemed waived. Uncut Design' warranty obligations are personal to Customer and may not be extended to any third party.
10. Warranty Disclaimer.
Except as expressly provided in this Agreement, the Services and Customer Web sites are provided "as is," and Uncut Design expressly disclaims all warranties and conditions of any kind, express, implied, or statutory, including, without limitation, the implied warranties of title, non infringement, merchantability, and fitness for a particular purpose. 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 Web sites provided by Uncut Design to a Customer will be deemed accepted when delivered.
11. Indemnity.
(a) Customer Indemnity. Customer will defend Uncut Design against any third-party claim, action, suit, or proceeding alleging any breach of the covenants contained in Section 8. Subject to Section 13, Customer shall indemnify Uncut Design for all losses, damages, liabilities, and all reasonable expenses and costs incurred by Uncut Design as a result of any such third-party claim, action, suit, or proceeding. (b) Uncut Design' Indemnity. Uncut Design will defend Customer against any third-party claim, action, suit, or proceeding alleging any breach of the covenants contained in Section 8. Subject to Section 13, Uncut Design 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.
UNCUT DESIGN' LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO UNCUT DESIGN DURING THE THREE (3) MONTH PERIOD BEFORE THE ACTION AROSE. UNCUT DESIGN 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 UNCUT DESIGN 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, UNCUT DESIGN WOULD NOT ENTER INTO THIS AGREEMENT.
13. Miscellaneous.
This Agreement shall be governed solely by the laws of the State of Florida, excluding its principles of conflicts of laws. Any action under or relating to this Agreement shall be brought solely in the state and federal courts located in Florida, with sole venue in the courts located in Nassau County, and each party hereby submits to the personal jurisdiction of such Courts. Each party agrees that its performance under this Agreement shall in all respects conform to all applicable laws, rules, and regulations of the United States governing the export of technical information. Customer may not assign this Agreement without the prior, written permission of Uncut Design. Any purported assignment in violation of this will be void and without any effect. This Agreement may not be modified or amended except in writing, signed by both parties. Any purported oral modification or amendment of this Agreement in derogation of the foregoing shall be without any effect. Neither party may waive any right hereunder except expressly and in writing. This Agreement is the entire agreement between the parties with respect to this subject matter, and it supersedes all prior and contemporaneous discussions, negotiations, communications, and agreements with respect thereto.
14. Hosting Agreement Terms and Conditions. The terms and conditions associated with hosting services can be found at www.uncutdesign.com. In the event that Customer chooses to use hosting services provided by Uncut Design, Customer hereby acknowledges that they have read the terms and conditions associated with said Hosting Services and agrees to be bound thereby.
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