Spiderweb-Solutions.com Inc. may, at its sole discretion, terminate the user's
account at any time with or without cause. Spiderweb-Solutions.com
Inc. also may,
at its sole discretion, suspend a user's account at any timewith or
without cause. Termination or suspension for cause does not release
the user from liability for charges due and owing.
Spiderweb-Solutions.com Inc. may delete all data, files or other
information that is stored in user's account upon termination. If
payment has not been made pursuant to these terms and conditions,
Spiderweb-Solutions.com Inc. may exercise it's right to delete data files stored
in the user's account. Spiderweb-Solutions.com Inc. may, at its sole discretion,
terminate or suspend any user's account in order to satisfy the safe
harbor provisions of the Digital Millennium Copyright Act.
Spiderweb-Solutions.com Inc. reserves the right to cancel service at any time for
any reason. Should Spiderweb-Solutions.com Inc. cancel service, prepaid monthly
fees for service not rendered will be prorated and
refunded.
Customers may cancel their accounts at the end of
their billing period, or on an even month. In this case, prepaid
monthly fees for service not rendered will be prorated and
refunded.
Spiderweb-Solutions.com Inc. reserves the right to change its
policies or prices at any time. Prices are guaranteed for the period
of pre-payment only.ALL SERVICES ARE GOVERNED BY THE GENERAL
TERMS AND CONDITIONS THAT ARE LISTED BELOW ALONG WITH THE TERMS IN
THE APPLICABLE SCHEDULE(S) FOR THE SPECIFIC SERVICES THAT ARE
PURCHASED.
Service Agreement
1. INTRODUCTION. In this Service Agreement ("Agreement"),
"you" and "your" refer to each customer ("Customer") and its agents,
including each person listed in your account information as being
associated with your account, and "we", "us" and "our" refer
collectively to Spiderweb-Solutions.com Inc., and its wholly-owned
subsidiaries ("Spiderweb-Solutions.com"). This Agreement explains
our obligations to you, and your obligations to us in relation to
the Spiderweb-Solutions.com Inc. service(s) you purchase. By
purchasing or otherwise applying for Spiderweb-Solutions.com Inc.
service(s), you agree to establish an account with us for such
services. When you use your account or permit someone else to use
your account to purchase or otherwise acquire access to additional
Spiderweb-Solutions.com Inc. service(s) or to modify or cancel your
Spiderweb-Solutions.com Inc. service(s) (even if we were not
notified of such authorization), this Agreement as amended covers
any such service or actions. Additionally, you agree that each
person listed in your account information as being associated with
your account for any services provided to you (including, but not
limited to, domain name registration services) is your agent with
full authority to act on your behalf with respect to such services
in accordance with the permissions granted, and that the Primary
Contact and Account Administrative Contact for your account shall
have the authority, without limitation, to terminate, transfer
(where transfer is permitted by the Agreement), or modify such
services or your account information, or purchase additional
services. Any acceptance of your application(s) or requests for our
services and the performance of our services will occur at our
offices in Fort Pierce, Florida, the location of our principal
places of business. Except as otherwise expressly set forth in this
Agreement, you agree that if you list, directly or by default,
Spiderweb-Solutions.com Inc. as a contact for your account and/or
any of the services in your account, we have the right, without
notice, to remove our name and/or information from any such account
or service and to replace the same with the name and/or information
provided by you for any other contact associated with that account
or service.
2. VARIOUS SERVICES. Sections 1 through 30 apply to any
and all Spiderweb-Solutions.com Inc. services that you purchase,
whether purchased separately or as a part of a complete solution or
package bundle. The terms and conditions set forth in the Schedules
of this Agreement apply only to customers who have purchased the
Spiderweb-Solutions.com Inc. services referenced in those Schedules.
In the event of any inconsistency between the terms of Sections 1
through 30 and the terms of the Schedules, the terms of the
Schedules shall control with regard to the applicable
Spiderweb-Solutions.com Inc. service. IMPORTANT NOTICE CONCERNING
SERVICES THAT ARE COMBINED TOGETHER AS A PART OF A BUSINESS
SOLUTION: If you purchase Spiderweb-Solutions.com Inc. services that
are sold together as a "bundled" package, termination of any part of
the services will result in termination of all
Spiderweb-Solutions.com Inc. services provided as part of the
bundled package. Please see Section 10(d) of this Agreement for more
information. You acknowledge and agree that some or all of the
services you purchase or receive from us may be provided by one or
more vendors, contractors or affiliates selected by
Spiderweb-Solutions.com Inc. in its sole discretion. As a part of
your Services, Spiderweb-Solutions.com Inc. may provide you access
to third party functionality or services, including, but not limited
to applications, widgets, RSS and other types of news, event and
industry feeds, calculators, recommended copy, forms and templates
that are incorporated or are offered as a part of one or more of the
Services ("Third Party Functionality"). You expressly agree that any
Third Party Functionality (including products, services or
offering)s that are available to You as a part of any of the
Spiderweb-Solutions.com Inc. product or services shall be used by
You in accordance with the terms of any relevant third party
licenses. Your failure to abide by any third party license may
result in the immediate termination of your services by
Spiderweb-Solutions.com Inc. Furthermore, Spiderweb-Solutions.com
Inc. does not control such Third Party Functionality and is
therefore not liable for any issues of any kind relating to the
Third Party Functionality. Spiderweb-Solutions.com Inc. reserves the
right, at its sole discretion, to terminate, suspend, cancel or
alter your access to Third Party Functionality at any time.
3. FEES, PAYMENT AND TERM OF SERVICE. As consideration for
the services you purchased, you agree to pay Spiderweb-Solutions.com
Inc. the applicable service(s) fees set forth on our Website at the
time of your selection, or, if applicable, upon receipt of your
invoice from Spiderweb-Solutions.com Inc. All fees are due
immediately and are non-refundable, except as otherwise expressly
noted in one or more of the Schedules to this Agreement or as such
fees are billed by Spiderweb-Solutions.com Inc. under an invoice to
a Customer that expressly permits payment for Services by a Customer
within thirty (30) days after Spiderweb-Solutions.com Inc. has sent
the Customer such invoice ("Net-30 Customers").
Spiderweb-Solutions.com Inc. may require a Customer to successfully
complete a credit application prior to such Customer qualifying to
become a Net-30 Customer. Customers who purchase Service(s) through
outbound telemarketing and request cancellation of Service(s) within
ten (10) days of purchase are entitled to a refund of all fees. If
you qualify, we may extend payment terms to you under our Business
Account Credit Program. Spiderweb-Solutions.com Inc. will charge you
a processing fee if you terminate or cancel any package prior to the
completion of any limited money-back guarantee time period for that
package or service (the "Processing Fee"). A Processing Fee of
$29.95 will be charged for the cancellation of any one-year annual
hosting, ecommerce, or Website design package. The Processing Fees
for cancellation of multi-year packages will be: $24.95 per year for
two-year packages, $19.95 per year for three-year packages, $14.95
per year for five-year packages and $9.95 per year for ten-year
packages. Unless otherwise specified herein or on our Website, each
Spiderweb-Solutions.com Inc. service is for a one-year initial term
and renewable thereafter for successive one to ten-year terms, as
set forth during the renewal process. Any renewal of your services
with us is subject to our then current terms and conditions,
including, but not limited to, successful completion of any
applicable authentication 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 your
domain name registration. Except with respect to service to which
you subscribe on a monthly basis, we will endeavor to provide you
notice prior to the renewal of your services at least fifteen (15)
days in advance of the renewal date. Additional payment terms may
apply to the Spiderweb-Solutions.com Inc. services you purchase, as
set forth in the applicable Schedules to this Agreement. Pricing for
services, renewals, and product upgrades and add-ons may vary based
upon the date of your purchase. We may provide you with an
opportunity to "opt in" to our automatic renewal process in
accordance with the instructions (and subject to your agreement to
the terms and conditions pertaining to that process) on our Website.
You agree that if you use of our auto-renew service, we will attempt
to renew your service approximately sixty (60) days prior to its
expiration , for the same term then-currently in place for the
service, and at the then-current price for the service. You
acknowledge and agree that the renewal price may be higher or lower
than the price you paid for the then-current term of the service,
and that we are authorized to charge your credit card or other
payment method (such as PayPal®) on file for the renewal of the
service(s). In any event, you are solely responsible for the credit
card or payment information you provide to Spiderweb-Solutions.com
Inc. and must promptly inform Spiderweb-Solutions.com Inc. of any
changes thereto (e.g., change of expiration date or account number).
In addition, you are solely responsible for ensuring the services
are renewed. Spiderweb-Solutions.com Inc. shall have no liability to
you or any third party in connection with the renewal as described
herein, including, but not limited to, any failure or errors in
renewing the services. In order to process a renewal under our
auto-renew service, we may use third-party vendors for the purpose
of updating the expiration date and account number of your credit
card or payment method on file. Such third-party vendors maintain
relationships with various credit card issuers and may be able to
provide us with the updated expiration date and account number for
your credit card by comparing the information we have on file with
the information the third-party has on file. By selecting our
auto-renew service, you acknowledge and agree that we may share your
credit card or other payment method information with such a
third-party vendor for the purpose of obtaining any update to your
credit card expiration date, account number, or payment account. You
agree to pay all value added, sales and other taxes (other than
taxes based on Spiderweb-Solutions.com Inc. income) related to
Spiderweb-Solutions.com Inc. services or payments made by you
hereunder. All payments of fees for Spiderweb-Solutions.com Inc.
services s hall be made in U.S. dollars. Set up fees, if any, will
become payable on the applicable effective date for the applicable
Spiderweb-Solutions.com Inc. services. All sums due and payable that
remain unpaid after any applicable cure period herein will accrue
interest as a late charge of 1.5% per month or the maximum amount
allowed by law, whichever is less. In the event of non-payment by a
Net-30 Customer on any amount of any invoice,
Spiderweb-Solutions.com Inc. reserves the right to refer such
invoice and Net-30 Customer to a collection agency in order for
Spiderweb-Solutions.com Inc. to secure payment on the invoice.
Spiderweb-Solutions.com Inc. may terminate any or all of the
Services of a Net-30 Customer who fails to pay an invoice in a
timely fashion. Spiderweb-Solutions.com Inc. may charge a late
fee(s) to Net-30 Customers for late payment of an invoice or a
reinstatement fee(s) to Net-30 Customers who wish to reinstate
Service(s) that have been terminated due to non-payment.
4. ACCURATE INFORMATION. You agree to: (1) provide certain
true, current, complete and accurate information about you as
required by the application process; and (2) maintain and update
according to our modification procedures the information you
provided to us when purchasing our services as needed to keep it
current, complete and accurate. We rely on this information to send
you important information and notices regarding your account and our
services. You agree that Spiderweb-Solutions.com Inc. (itself or
through its third party service providers) is authorized, but not
obligated, to use Coding Accuracy Support System (CASS) certified
software and/or the National Change of Address program (and/or such
other systems or programs as may be recognized by the United States
Postal Service or other international postal authority for updating
and/or standardizing address information) to change any address
information associated with your account (e.g., registrant address,
billing contact address, etc.), and you agree that
Spiderweb-Solutions.com Inc. may use and rely upon any such changed
address information for all purposes in connection with your account
(including the sending of invoices and other important account
information) as though such changes had been made directly by you.
5. PRIVACY. Our privacy statement sets forth your and our
rights and responsibilities with regard to your personal
information. You agree that we, in our sole discretion, may modify
our privacy statement. We will post such revised statement on our
Website at least thirty (30) calendar days before it becomes
effective. You agree that, by using our services after modifications
to the privacy statement become effective, you have agreed to these
modifications. You acknowledge that if you do not agree to any such
modification, you may terminate this Agreement. We will not refund
any fees paid by you if you terminate your Agreement with us except
as otherwise expressly provided in one or more of the Schedules
attached hereto. We will not process the personal data that we
collect from you in a way incompatible with the purposes and other
limitations described in our privacy statement. You represent and
warrant that you have provided notice to, and obtained consent from,
any third party individuals whose personal data you supply to us as
part of our services with regard to: (i) the purposes for which such
third party's personal data has been collected, (ii) the intended
recipients or categories of recipients of the third party's personal
data, (iii) which parts of the third party's data are obligatory and
which parts, if any, are voluntary; and (iv) how the third party can
access and, if necessary, rectify the data held about them. You
further agree to provide such notice and obtain such consent with
regard to any third party personal data you supply to us in the
future. We are not responsible for any consequences resulting from
your failure to provide notice or receive consent from such
individuals nor for your providing outdated, incomplete or
inaccurate information.
6. OWNERSHIP. Except as otherwise set forth herein, all
right, title and interest in and to all, (i) registered and
unregistered trademarks, service marks and logos; (ii) patents,
patent applications, and patentable ideas, inventions, and/or
improvements; (iii) trade secrets, proprietary information, and
know-how; (iv) all divisions, continuations, reissues, renewals, and
extensions thereof now existing or hereafter filed, issued, or
acquired; (v) registered and unregistered copyrights including,
without limitation, any forms, images, audiovisual displays, text,
software and (vi) all other intellectual property, proprietary
rights or other rights related to intangible property which are
used, developed, comprising, embodied in, or practiced in connection
with any of the Spiderweb-Solutions.com Inc. services identified
herein ("Spiderweb-Solutions.com Inc. Intellectual Property Rights")
are owned by Spiderweb-Solutions.com Inc. or its licensors, and you
agree to make no claim of interest in or ownership of any such
Spiderweb-Solutions.com Inc. Intellectual Property Rights. You
acknowledge that no title to the Spiderweb-Solutions.com Inc.
Intellectual Property Rights is transferred to you, and that you do
not obtain any rights, express or implied, in the
Spiderweb-Solutions.com Inc. or its licensors' service, other than
the rights expressly granted in this Agreement. To the extent that
you create any Derivative Work (any work that is based upon one or
more preexisting versions of a work provided to you, such as an
enhancement or modification, revision, translation, abridgement,
condensation, expansion, collection, compilation or any other form
in which such preexisting works may be recast, transformed or
adapted) such Derivative Work shall be owned by
Spiderweb-Solutions.com Inc. and all right, title and interest in
and to each such Derivative Work shall automatically vest in
Spiderweb-Solutions.com Inc. Spiderweb-Solutions.com Inc. shall have
no obligation to grant you any right in any such Derivative Work.
7. EXCLUSIVE REMEDY; TIME LIMITATION ON FILING ANY CLAIM.
YOU AGREE THAT OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN
LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO ANY
SPIDERWEB-SOLUTIONS.COM INC. SERVICE(S) PROVIDED UNDER THIS
AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED
TO THE AMOUNT YOU PAID FOR SUCH SERVICE(S) DURING THE TERM OF THIS
AGREEMENT. IN NO EVENT SHALL SPIDERWEB-SOLUTIONS.COM INC., ITS
LICENSORS AND CONTRACTORS (INCLUDING, BUT NOT LIMITED TO, THIRD
PARTIES PROVIDING SERVICES AS PART OF THE SUBSCRIPTION SERVICE FOR
WEBSITES FROM SPIDERWEB-SOLUTIONS.COM INC.) BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF
SPIDERWEB-SOLUTIONS.COM INC. HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE
EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN
SPIDERWEB-SOLUTIONS.COM INC.'S LIABILITY IS LIMITED TO THE EXTENT
PERMITTED BY LAW IN SUCH STATES. Spiderweb-Solutions.com Inc. and
its licensors and contractors disclaim any and all loss or liability
resulting from, but not limited to: (1) loss or liability resulting
from access delays or access interruptions; (2) loss or liability
resulting from data non-delivery or data mis-delivery; (3) loss or
liability resulting from acts of God; (4) loss or liability
resulting from the unauthorized use or misuse of your account
number, password or security authentication option; (5) loss or
liability resulting from errors, omissions, or misstatements in any
and all information or service(s) provided under this agreement; (6)
loss or liability relating to the deletion of or failure to store
email messages; (7) loss or liability resulting from the development
or interruption of your Website or your Spiderweb-Solutions.com Inc.
Website; (8) loss or liability from your inability to use our email
service, Website manager service or any component of the
subscription service (for websites from Spiderweb-Solutions.com
Inc.); (9) loss or liability that you may incur in connection with
our processing of your application for our services, our processing
of any authorized modification to your domain name record or your
agent's failure to pay any fees, including the initial registration
fee or re-registration fee; (10) loss or liability as a result of
the application of our dispute policy; or (11) loss or liability
relating to limitations, incompatibilities, defects, or other
problems inherent in xml, xkms, or any other standard not under
Spiderweb-Solutions.com Inc. sole control. YOU AGREE THAT REGARDLESS
OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF OUR SERVICES
MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF
ACTION AROSE OR SUCH CLAIM SHALL BE FOREVER BARRED.
8. DISCLAIMER OF WARRANTIES. YOU AGREE THAT YOUR USE OF
OUR SERVICE(S) OR OUR LICENSORS' SERVICES IS SOLELY AT YOUR OWN
RISK. YOU AGREE THAT ALL OF SUCH SERVICES ARE PROVIDED ON AN "AS
IS," AND "AS AVAILABLE" BASIS, EXCEPT AS OTHERWISE NOTED IN THIS
AGREEMENT. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF
ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT. NEITHER SPIDERWEB-SOLUTIONS.COM INC.
NOR OUR LICENSORS MAKE ANY WARRANTY THAT SERVICE(S) LICENSED
HEREUNDER WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE(S) WILL
BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE OR OUR
LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
FROM THE USE OF THE SERVICE(S) OR AS TO THE ACCURACY OR RELIABILITY
OF ANY INFORMATION OBTAINED THROUGH OUR SERVICES. YOU UNDERSTAND AND
AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF OUR SERVICES 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
SUCH MATERIAL AND/OR DATA. WE MAKE NO WARRANTY REGARDING ANY GOODS
OR SERVICES PURCHASED OR OBTAINED THROUGH ANY OF OUR SERVICES OR ANY
TRANSACTIONS ENTERED INTO THROUGH SUCH SERVICES. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR
THROUGH OUR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE
HEREIN, YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. TO THE
EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. WE
ARE NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO
ANY PRODUCTS AND/OR SERVICES PURCHASED BY YOU FROM A THIRD PARTY.
9. INDEMNITY. You agree to release, indemnify, defend and
hold harmless Spiderweb-Solutions.com Inc. and any of our (or their)
contractors, agents, employees, officers, directors, shareholders,
affiliates and assigns from all liabilities, claims, damages, costs
and expenses, including reasonable attorneys' fees and expenses,
relating to or arising out of (a) this Agreement or the breach of
your warranties, representations and obligations under this
Agreement, (b) the Spiderweb-Solutions.com Inc. services or your use
of such services, including without limitation infringement or
dilution by you, or someone else using our service(s) from your
computer, (c) any intellectual property or other proprietary right
of any person or entity, (d) a violation of any of our operating
rules or policies relating to the service(s) provided, (e) any
information or data you supplied to Spiderweb-Solutions.com Inc.,
including, without limitation, any misrepresentation in your
application, if applicable, (f) the inclusion of metatags or other
elements in any website created for you or by you via the
Spiderweb-Solutions.com Inc. services, or (g) any information,
material, or services available on your licensed
Spiderweb-Solutions.com Inc. Website . When we are threatened with
suit or sued by a third party, we may seek written assurances from
you concerning your promise to indemnify us. Such assurances may,
without limitation, be in the form of a deposit of money by you to
us or our representatives to cover our fees and expenses, including
but not limited to reasonable attorneys' fees, in any such suit or
threat of suit. Your failure to provide such assurances may be
considered by us to be a material breach of this Agreement. We shall
have the right to participate in any defense by you of a third-party
claim related to your use of any of the Spiderweb-Solutions.com Inc.
services, with counsel of our choice. We shall reasonably cooperate
in the defense at your request and expense. You shall have sole
responsibility to defend us against any claim, but you must receive
our prior written consent regarding any related settlement. The
terms of this paragraph will survive any termination or cancellation
of this Agreement.
10. TERMINATION.
a. By You. You may terminate this Agreement upon at least thirty
(30) days written notice to Spiderweb-Solutions.com Inc. for any
reason.
b. By Us. We may terminate this Agreement or any part of the
Spiderweb-Solutions.com Inc. services at any time in the event you
breach any obligation hereunder, fail to respond within ten (10)
calendar days to an inquiry from us concerning the accuracy or
completeness of the information referred to in Section 4 of this
Agreement, if we determine in our sole discretion that you have
violated the Spiderweb-Solutions.com Inc. Acceptable Use Policy, or
upon thirty (30) days prior written notice if we terminate or
significantly alter a product or service offering.
c. Effect of Termination. Except as otherwise expressly set forth
herein or on our Website, Spiderweb-Solutions.com Inc. will cease
charging your credit card, if applicable, for any monthly service
fees as of the expiration of the monthly billing cycle in which the
termination is effective. Unless otherwise specified in writing by
Spiderweb-Solutions.com Inc., you will not receive any refund for
payments already made by you as of the date of termination, and, you
may incur additional fees (in the case of a monthly or annual
subscription being paid over time, as provided in various Schedules
below). If termination of this Agreement is due to your default
hereunder, you shall bear all costs of such termination, including
any reasonable costs Spiderweb-Solutions.com Inc. incurs in closing
your account. You agree to pay any and all costs incurred by
Spiderweb-Solutions.com Inc. in enforcing your compliance with this
Section. Upon termination, you shall destroy any copy of the
materials licensed to you hereunder and referenced herein. You agree
that upon termination or discontinuance for any reason, we may
delete all information related to you on the Spiderweb-Solutions.com
Inc. service, if applicable. In addition to the terms set forth
herein, certain Spiderweb-Solutions.com Inc. services may have
additional terms regarding termination, which are set forth in the
applicable Schedule.
d. Effect of Termination of Solutions or Bundled Services. In
addition to the terms set forth in subsection 10(c) above, if you
purchase Spiderweb-Solutions.com Inc. services which are sold
together as a solution or bundled package of Services, any
termination relating to such solution will terminate all
Spiderweb-Solutions.com Inc. services included in such bundle. For
instance, without limiting the generality of the foregoing, any
domain name registered with or maintained by Spiderweb-Solutions.com
Inc. under this Agreement (but not including any domain names you
may have registered, either with Spiderweb-Solutions.com Inc. or a
third-party registrar, separately and not as part of a bundled
service may be cancelled and may thereafter be available for
registration by another party. You acknowledge and agree that upon
any termination or cancellation of your bundled services or solution
the terms and conditions regarding transfer of expired domain names
as described in this Service Agreement, Schedule A, paragraph 14 may
apply. Upon the effective date of termination,
Spiderweb-Solutions.com Inc. will no longer provide the solution or
bundled Services to you, any licenses granted you shall immediately
terminate, and you shall cease using such services immediately;
provided, however, that we may, in our sole discretion and subject
to your agreeing to be bound by the applicable agreement(s) and to
pay the applicable fees, allow you to convert certain services
included in the bundled services to stand alone services. Should you
or we cancel or terminate your Services at any time prior to the
completion of the one-year term, such cancellation or termination
may result in an early termination fee charged to your account.
e. If you breach any term of this Agreement including, but not
limited to, this terms of any Schedule, Spiderweb-Solutions.com Inc.
may, in its sole and exclusive discretion, suspend or terminate your
Services immediately and without notice to you. Service Fees may
continue to accrue on suspended accounts and you will continue to
remain responsible for the payment of any Service Fees that accrue
during the period of suspension.
11. REPRESENTATIONS AND WARRANTIES. You agree and warrant
that: (i) neither your registration nor use of the any of the
Spiderweb-Solutions.com Inc. services nor the manner in which you
intend to use such Spiderweb-Solutions.com Inc. Services will
directly or indirectly infringe the legal rights of a third party,
(ii) you have all requisite power and authority to execute this
Agreement and to perform your obligations hereunder, (iii) you have
selected the necessary security option(s) for your domain name
registration record, (iv) you are of legal age to enter into this
Agreement (or you are at least 13 years of age and have your
parents' permission to apply for services hereunder); and (vi) you
agree to comply with all applicable laws and regulations.
12. MODIFICATIONS TO AGREEMENT. Except as otherwise
provided in this Agreement, you agree during the term of this
Agreement, that we may: (1) revise the terms and conditions of this
Agreement; and/or (2) change part of the Services provided under
this Agreement at any time. Any such revision or change will be
binding and effective 30 days after posting of the revised Agreement
or change to the service(s) on Spiderweb-Solutions.com Inc.
Websites, or upon notification to you by email or United States
mail. You agree to periodically review our Websites, including the
current version of this Agreement available on our Websites, to be
aware of any such revisions. If you do not agree with any revision
to the Agreement, you may terminate this Agreement at any time by
providing us with notice. Notice of your termination will be
effective on receipt and processing by us. Any fees paid by you if
you terminate your Agreement with us are nonrefundable, except as
expressly noted otherwise in one or more of the Schedules to this
Agreement, but you will not incur any additional fees. By continuing
to use Spiderweb-Solutions.com Inc. Services after any revision to
this Agreement or change in service(s), you agree to abide by and be
bound by any such revisions or changes. We are not bound by nor
should you rely on any representation by (i) any agent,
representative or employee of any third party that you may use to
apply for our services; or in (ii) information posted on our Website
of a general informational nature. No employee, contractor, agent or
representative of Spiderweb-Solutions.com Inc. is authorized to
alter or amend the terms and conditions of this Agreement.
13. ACCOUNT ACCESS. To access or use the
Spiderweb-Solutions.com Inc. services or to modify your account, you
may be required to establish an account and obtain a login name,
account number, password and/or passphrase. You authorize us to
process any and all account transactions initiated through the use
of your password and/or passphrase. You are solely responsible for
maintaining the confidentiality of your password and passphrase. You
must immediately notify us of any unauthorized use of your password
or passphrase, and you are responsible for any unauthorized
activities, charges and/or liabilities made through your password or
passphrase. In no event will we be liable for the unauthorized use
or misuse of your login name, account number, password or
passphrase. You agree that we may log off any account that is
inactive for an extended period of time.
14. AGENTS. You agree that, if your agent, (e.g., your
Primary Contact or Account Administrative Contact, Internet Service
Provider, employee) purchased our service(s) on your behalf, you are
nonetheless bound as a principal by all terms and conditions herein,
including the domain name dispute policy. Your continued use of our
services ratifies any unauthorized actions of your agent. By using
your login name, account number or password, or otherwise purporting
to act on your behalf, your agent certifies that he or she is
authorized to apply for our services on your behalf, that he or she
is authorized to bind you to the terms and conditions of this
Agreement, that he or she has apprised you of the terms and
conditions of this Agreement, and that he or she is otherwise
authorized to act on your behalf. In addition, you are responsible
for any errors made by your agent.
15. OTHER POLICIES. In addition to the terms and
conditions set forth in this Agreement, the purchase of services may
make other Spiderweb-Solutions.com Inc. Policies applicable to you
and the use of our services. In making a purchase of our services,
you agree to the terms set forth in these policies.
Spiderweb-Solutions.com Inc. reserves the right to make changes to
these policies. You agree to periodically review the policies in our
Terms of Use to be aware of any such revisions.
16. RIGHT OF REFUSAL. We, in our sole discretion, reserve
the right to refuse to register your chosen domain name, issue you a
digital certificate, or register you for other
Spiderweb-Solutions.com Inc. service(s), or to delete your chosen
domain name within the first thirty (30) calendar days from receipt
of your payment for such services. In the event we do not register
your chosen domain name, issue you a digital certificate, or
register you for other Spiderweb-Solutions.com Inc. service(s), or
we delete your chosen domain name or other Spiderweb-Solutions.com
Inc. service(s) within such thirty (30) calendar day period, we
agree to refund any applicable fee(s) you have paid. You agree that
we shall not be liable to you for loss or damages that may result
from our refusal to register your chosen domain name, refusal to
issue a digital certificate, the deletion of your chosen domain name
or refusal to register you for other Spiderweb-Solutions.com Inc.
service(s).
17. NOTICES AND ANNOUNCEMENTS. (a) Except as expressly
provided otherwise herein, all notices to Spiderweb-Solutions.com
Inc. shall be in writing and delivered via overnight courier or
certified mail, return receipt requested to Spiderweb-Solutions.com
Inc., Attention: Legal Department, 3094 Dame Road, Fort Pierce
Florida 34981 USA. All notices to you shall be delivered to your
mailing address or email address as provided in your account
information (as updated by you pursuant to this Agreement) or to any
email address associated with your domain name registration(s) with
Spiderweb-Solutions.com Inc. (b) You authorize us to contact you as
our customer via telephone, at the number provided by you in your
account information (as updated by you pursuant to this Agreement),
which telephone number is incorporated herein by reference, email or
postal mail regarding information that we deem is of potential
interest to you. Notices and announcements may include commercial
emails, telephone solicitations and other notices describing
changes, upgrades, new products and services or other information
pertaining to Internet security or to enhance your identity on the
Internet and/or other relevant matters.
18. SEVERABILITY. You agree that the terms of this
Agreement are severable. If any term or provision is declared
invalid or unenforceable, in whole or in part, that term or
provision will not affect the remainder of this Agreement; this
Agreement will be deemed amended to the extent necessary to make
this Agreement enforceable, valid and, to the maximum extent
possible consistent with applicable law, consistent with the
original intentions of the parties; and the remaining terms and
provisions will remain in full force and effect.
19. ENTIRE AGREEMENT. You agree that this Agreement, the
rules and policies incorporated by reference in this Agreement
(including, without limitation, the dispute policy and the privacy
statement) are the entire, complete and exclusive agreement between
you and us regarding our services and supersede all prior agreements
and understandings, whether written or oral, or whether established
by custom, practice, policy or precedent, with respect to the
subject matter of this Agreement, including, without limitation, any
purchase order provided by you for the services.
20. ASSIGNMENT AND RESALE. Except as otherwise set forth
herein, your rights under this Agreement are not assignable or
transferable. Any attempt by your creditors to obtain an interest in
your rights under this Agreement, whether by attachment, levy,
garnishment or otherwise, renders this Agreement voidable at our
option. You agree not to reproduce, duplicate, copy, sell, resell or
otherwise exploit for any commercial purposes any of the services
(or portion thereof) without Spiderweb-Solutions.com Inc. prior
express written consent.
21. GOVERNING LAW.
a. You and Spiderweb-Solutions.com Inc. agree that this Agreement
and any disputes hereunder shall be governed in all respects by and
construed in accordance with the laws of Florida, United States of
America. You and we each agree to submit to exclusive subject matter
jurisdiction, personal jurisdiction and venue of the United States
District Court of Fort Pierce, Florida for any disputes between you
and Spiderweb-Solutions.com Inc. under, arising out of, or related
in any way to this Agreement (whether or not such disputes also
involve other parties in addition to you and Spiderweb-Solutions.com
Inc.).
b. The parties hereby waive any right to jury trial with respect
to any action brought in connection with this Agreement.
c. The application of the United Nations Convention of Contracts
for the International Sale of Goods is expressly excluded.
22. AGREEMENT TO BE BOUND. By applying for a
Spiderweb-Solutions.com Inc. service(s) through our online
application process or otherwise, or by using the service(s)
provided by Spiderweb-Solutions.com Inc. under this Agreement, you
acknowledge that you have read and agree to be bound by all terms
and conditions of this Agreement and documents incorporated by
reference.
23. INDEPENDENT PARTIES. Neither party nor their
employees, consultants, contractors or agents are agents, employees
or joint ventures of the other party, and they do not have any
authority to bind the other party by contract or otherwise to any
obligation. Each party shall ensure that the foregoing persons shall
not represent to the contrary, either expressly, implicitly, by
appearance or otherwise. Except as otherwise expressly stated
herein, we agree there shall be no third party beneficiaries to this
Agreement.
24. WAIVER. No waiver of any provision of this Agreement
shall be effective unless it is in writing and signed by an
authorized representative of Spiderweb-Solutions.com Inc. The
remedies of Spiderweb-Solutions.com Inc. under this Agreement shall
be cumulative and not alternative, and the election of one remedy
for a breach shall not preclude pursuit of other remedies. The
failure of a party, at any time or from time to time, to require
performance of any obligations of the other party hereunder shall
not affect its right to enforce any provision of this Agreement at a
subsequent time, and the waiver of any rights arising out of any
breach shall not be construed as a waiver of any rights arising out
of any prior or subsequent breach.
25. EXPORT RESTRICTIONS. You acknowledge and agree that
you shall not import, export, or re-export directly or indirectly,
any commodity, including your products incorporating or using any
Spiderweb-Solutions.com Inc. services in violation of the laws and
regulations of any applicable jurisdiction.
26. U.S. Government Users. In the event any software is
provided by Spiderweb-Solutions.com Inc. to a U.S. Government User,
the software and accompanying documentation which are used as part
of the Spiderweb-Solutions.com Inc. service are "commercial items,"
as such terms are defined at 48 C.F.R. 2.101 (Revised Oct 2002),
consisting of "commercial computer software" and "commercial
computer software documentation," as such terms are used in 48
C.F.R. 12.212 (Revised Oct 2002) and is provided to the U.S.
Government only as a commercial end item. Consistent with 48 C.F.R.
12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (Revised Oct
2002), all U.S. Government entities acquiring the use of the Service
and accompanying documentation shall have only those rights set
forth herein.
27. FORCE MAJEURE. Neither party shall be deemed in
default hereunder, nor shall it hold the other party responsible
for, any cessation, interruption or delay in the performance of its
obligations hereunder due to causes beyond its control including,
but not limited to: earthquake; flood; fire; storm; natural
disaster; act of God; war; terrorism; armed conflict; labor strike;
lockout; boycott; supplier failures, shortages, breaches, or delays;
or any law, order regulation, direction, action or request of the
government, including any federal, state and local governments
having or claiming jurisdiction over Spiderweb-Solutions.com Inc.,
or of any department, agency, commission, bureau, corporation or
other instrumentality of any federal, state, or local government, or
of any civil or military authority; or any other cause or
circumstance, whether of a similar or dissimilar nature to the
foregoing, beyond the reasonable control of the affected party,
provided that the party relying upon this section (i) shall have
given the other party written notice thereof promptly and, in any
event, within five (5) days of discovery thereof and (ii) shall take
all steps reasonably necessary under the circumstances to mitigate
the effects of the force majeure event upon which such notice is
based; provided further, that in the event a force majeure event
described in this Section extends for a period in excess of thirty
(30) days in the aggregate, Spiderweb-Solutions.com Inc. may
immediately terminate this Agreement.
28. HEADINGS. The section headings appearing in this
Agreement are inserted only as a matter of convenience and in no way
define, limit, construe or describe the scope or extent of such
section or in any way affect such section.
29. SURVIVAL. In the event this Agreement terminates as
provided herein, Sections 1, 2, 3, 6, 7, 8, 9, 10(c), 10(d), 11, 14,
15, and 17 through 29 of this Agreement shall survive such
expiration or termination.
30. AIRLINE FREQUENT FLYER MILES. Spiderweb-Solutions.com
Inc. may provide you with the opportunity to receive airline
frequent flyer miles ("Miles") with select airlines as determined by
Spiderweb-Solutions.com Inc., in its sole discretion from time to
time, for qualifying purchases in accordance with the terms and
conditions set forth on our Website. You acknowledge and agree that
(a) any Miles accrued and awards issued are subject to the terms and
conditions of the applicable frequent flyer program, (b) all
applicable taxes and fees related to such Miles and/or award travel
are your responsibility, (c) in order to earn Miles for qualifying
purchases the name on your Spiderweb-Solutions.com Inc. account and
the applicable frequent flyer account must match, (d)
Spiderweb-Solutions.com Inc. has your permission to provide your
account information to the applicable airline granting any such
Miles, (e) you will only be eligible to receive up to one hundred
thousand (100,000) American Airlines® AAdvantage® Miles during a
12-month period if you are a U.S. entity or citizen or sixty
thousand (60,000) American Airlines AAdvantage Miles during a
12-month period if you are a non-US entity or citizen, (f) you will
only be eligible to receive up to fifty thousand (50,000) United®
Mileage Plus® Miles during a 12-month period, (g) all Delta
SkyMiles® credited to your Delta SkyMiles program account shall be
standard miles and shall not count toward medallion or other elite
status unless otherwise stated by Delta, (h) all US Airways®
Dividend Miles terms and conditions apply, and (i) all claims
related to or arising from uncredited Miles must be made within one
(1) year of the date of any such qualifying purchase. Please allow
8-10 weeks for miles to be posted to the applicable frequent flyer
account. Miles will be processed after two full months of service
for Web Hosting transactions. You are eligible to earn Miles for
qualifying purchases unless otherwise stated by the applicable
airline frequent flyer program, your employer or other third party.
American Airlines and AAdvantage are registered marks of American
Airlines, Inc.
American Airlines reserves the right to change the AAdvantage
program at any time without notice. American Airlines is not
responsible for products or services offered by other participating
companies. For complete details about the AAdvantage program, visit
www.aa.com. United® and Mileage Plus® are registered trademarks
of United Air Lines, Inc. United may change Mileage Plus program
rules, regulations, travel awards and special offers or terminate
the Mileage Plus program at any time and without notice. United, its
subsidiaries, affiliates, and agents are not responsible for any
products and services of other participating companies. For complete
details about the Mileage Plus program, visit
www.united.com. Spiderweb-Solutions.com Inc. reserves the right
to end or amend this program without notice.
SERVICE SPECIFIC TERMS: The following terms apply in addition to
Sections 1 through 30 only if you have purchased the particular
Service described or if the Service was purchased as part of a
bundled solution:
SCHEDULE A TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
ADDITIONAL TERMS APPLICABLE TO REGISTRANTS OF DOMAIN NAMES
The terms in this Schedule apply to the registration and use of a
domain name.
1. Security. Spiderweb-Solutions.com Inc. does not guarantee the
security of your domain name registration records, and you assume
all risks that the password and/or passphrase you select may be
compromised as a result of fraudulent, unauthorized or illegal
activity.
2. Fees and Payment. Initial domain name registrations, and
domain name registrations that have passed the registration
agreement's anniversary date, must be in a paid status to transfer,
delete, modify, or otherwise to request Spiderweb-Solutions.com Inc.
to affect the domain name record or to provide domain name services.
Domain name registrations in an unpaid status are routinely deleted
on a regular basis.
3. Transfers and Licensing of Use. You agree that you may not
transfer your domain name registration to another domain name
registrar during the first sixty (60) days from the effective date
of your initial domain name registration with us. In addition, you
agree that you may not transfer your domain registration to another
domain name registrar for thirty (30) days after there has been a
change in your Primary Contact information or WHOIS Administrative
Contact information for your account(s). You may transfer your
domain name registration to a third party of your choice. Even if
you license the use of our domain name registration services to a
third party, you remain responsible for complying with all terms and
conditions of this Agreement, and you accept liability for harm
caused by such licensee's wrongful use of our domain name
registration services, unless you promptly disclose the identity of
such license upon request by any person who provides reasonable
evidence of actionable harm.
4. Spiderweb-Solutions.com Inc.' Disclosure of Certain
Information. Subject to the requirements of our privacy statement,
in order for us to comply the current rules and policies for the
domain name system, you hereby grant to Spiderweb-Solutions.com Inc.
the right to disclose to third parties through an interactive
publicly accessible registration database (such as WHOIS) the
following mandatory information that you are required to provide
when registering or reserving a domain name: (i) the domain name(s)
registered by you; (ii) your name and postal address; (iii) the
name(s), postal address(es), email address(es), voice telephone
number and where available the fax number(s) of the technical,
administrative and billing contacts for your domain name(s); (iv)
the Internet protocol numbers of the primary nameserver and
secondary nameserver(s) for such domain name(s); (v) the
corresponding names of those nameservers; (vi) the original creation
date of the registration; and (vii) the expiration date of the
registration. If you are an individual who wishes to opt out of
having your information displayed in the WHOIS database, you must
choose the Private Registration service that is described in
Schedule D to this Agreement. You consent to allow us to transmit
this registration data to an ICANN approved or designated escrow
agent who stores this information pursuant to ICANN requirements.
You also grant to Spiderweb-Solutions.com Inc. the right to make
this information available in bulk form to third parties who agree
not to use it to (a) allow, enable or otherwise support the
transmission of mass unsolicited, commercial advertising or
solicitations via telephone, facsimile, or email (spam) or (b)
enable high volume, automated, electronic processes that apply to
our systems to register domain names.
5. Domain Name Dispute Policy. If you registered a domain name
through us, you agree to be bound by our current domain name dispute
policy that is incorporated herein and made a part of this Agreement
by reference. The current version of the domain name dispute policy
may be found at our Website:
http://www.icann.org/dndr/udrp/policy.htm. In the event of any
inconsistency between the provisions in this Agreement and those in
the domain name dispute policy, the provisions of this Agreement
shall prevail.
6. Domain Name Dispute Policy Modifications. You agree that we,
in our sole discretion, may modify our dispute policy. We will post
any such revised policy on our Website at least thirty (30) calendar
days before it becomes effective. You agree that, by maintaining the
reservation or registration of your domain name after modifications
to the dispute policy become effective, you have agreed to these
modifications. You acknowledge that if you do not agree to any such
modification, you may terminate this Agreement. We will not refund
any fees paid by you if you terminate your Agreement with us.
7. Domain Name Disputes Brought by Third Parties. You agree that,
if your use of our domain name registration services is challenged
by a third party, you will be subject to the provisions specified in
our dispute policy in effect at the time of the dispute. For the
adjudication of any disputes brought by a third party against you
concerning or arising from your use of a domain name registered with
us or your use of our domain name registration services, you (but
not Spiderweb-Solutions.com Inc.) agree to submit to subject matter
jurisdiction, personal jurisdiction and venue of the United States
District Court of Fort Pierce, Florida. You agree that in the event
a domain name dispute arises with any third party, you will
indemnify and hold us harmless pursuant to the terms and conditions
set forth below in this Agreement. If we are notified that a
complaint has been filed with a judicial or administrative body
regarding your use of our domain name registration services, you
agree not to make any changes to your domain name record without our
prior approval. We may not allow you to make changes to such domain
name record until (i) we are directed to do so by the judicial or
administrative body, or (ii) we receive notification by you and the
other party contesting your registration and use of our domain name
registration services that the dispute has been settled.
Furthermore, you agree that if you are subject to litigation
regarding your registration and use of our domain name registration
services, we may deposit control of your domain name record into the
registry of the judicial body by supplying a party with a registrar
certificate from us. You agree that we will comply with all court
orders, domestic or international, directed against you and/or the
domain name registration.
8. No Guaranty. You agree that, by registration of your chosen
domain name, such registration does not confer immunity from
objection to either the registration or use of your domain name.
9. Revocation. You agree that we may suspend, cancel or transfer
your services, including, but not limited to, domain name
registration services in order to: (i) correct mistakes made by us,
another registrar or the registry in registering your chosen domain
name: (ii) to resolve a dispute under our domain name dispute
policy: or (iii) to remedy an unauthorized change in the domain name
account.
10. Survival. In the event the Agreement or this Schedule
terminates, Sections 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17,
18, 19, 20, 21 and 22 of this Schedule shall survive such expiration
or termination.
11. Under Construction Page. You acknowledge and agree that any
or all domain names that are (i) registered with
Spiderweb-Solutions.com Inc., (ii) hosted on a
Spiderweb-Solutions.com Inc. domain name server, and (iii) do not
otherwise resolve to an active Website, may resolve to an "under
construction" or similar temporary Web page ("Under Construction
Page"), and that Spiderweb-Solutions.com Inc. may place on any such
Under Construction Page promotions and advertisements for, and links
to, Spiderweb-Solutions.com Inc.' Website, Spiderweb-Solutions.com
Inc. product and service offerings, third-party Websites,
third-party product and service offerings, and/or Internet search
engines. You agree that Spiderweb-Solutions.com Inc. may change the
content and/or appearance of, or disable, any Under Construction
Page at any time, in its sole discretion, and without prior notice.
If for any reason, you do not want a domain name to resolve to the
Under Construction Page described above, you may select an Under
Construction Page that contains only Spiderweb-Solutions.com Inc.
branding and a domain name registration search box, as provided on
our Website. You also agree that any domain name directory,
sub-directory, file name or path (e.g. ) that does not resolve to an
active web page on your Website being hosted by
Spiderweb-Solutions.com Inc., may be used by Spiderweb-Solutions.com
Inc. to place a "parking" page, "under construction" page, or other
temporary page that may include promotions and advertisements for,
and links to, Spiderweb-Solutions.com Inc.' Website,
Spiderweb-Solutions.com Inc. product and service offerings,
third-party Websites, third-party product and service offerings,
and/or Internet search engines. You agree that
Spiderweb-Solutions.com Inc. may change the content and/or
appearance of, or disable any of these temporary pages at any time,
in its sole discretion, and without prior notice.
12. Requests to Change Registrar; Transfers Generally. You agree
that Spiderweb-Solutions.com Inc. may deny any request to transfer a
domain name registration that is otherwise capable of transfer to
another registrar where you fail to respond appropriately to a
transfer confirmation request from Spiderweb-Solutions.com Inc.
Furthermore, you acknowledge and agree that pursuant to applicable
policies adopted by the Internet Corporation for Assigned Names and
Numbers ("ICANN") related to the transfer of domain names it is
possible for your domain name to be transferred to another registrar
even though the transfer has not actually been approved by you, and
you agree that we shall not be liable to you for any such
unauthorized transfers. You also acknowledge and agree that we
cannot control and shall not be liable to you for the actions of
third parties, including but not limited to registry operators, in
connection with a domain name transfer, or a reversal of or refusal
to reverse a domain name transfer, whether or not the transfer was
approved by you.
13. Domain Protect. You agree that we may, but are not obligated
to, place your domain name registration in a Domain Protect status
to prevent unauthorized transfers of your domain name registration,
as described on our Website. You acknowledge and agree that in order
to transfer a domain name registration that is in a Domain Protect
status, you may first have to access the account manager tool on our
Website and remove the domain name registration from Domain Protect
status.
14. Grace Period; IP Address Changes; Renewal and Transfer of
Expired Domain Names on Your Behalf. You agree that we may, but are
not obligated to, allow you to renew your domain name registration
services after the domain name expiration date has passed. You agree
that after the expiration date of the domain name registration and
before it is deleted or renewed, we may direct the domain name to an
IP address designated by us, including, without limitation, to an IP
address which hosts a parking, under construction or other temporary
page that may include promotions and advertisements for, and links
to, Spiderweb-Solutions.com Inc.' Website, Spiderweb-Solutions.com
Inc. product and service offerings, third-party Websites,
third-party product and service offerings, and/or Internet search
engines, and you agree that we may place our contact information in
the WHOIS output for the expired domain name. Should you not renew
the domain name during any applicable grace period, you agree that
unless you notify us to the contrary we may, in our sole discretion,
renew and transfer the domain name to Spiderweb-Solutions.com Inc.
or a third party on your behalf (such a transaction is hereinafter
referred to as a "Direct Transfer"), and your failure to so notify
us after the domain name expiration date shall constitute your
consent to such a Direct Transfer. In the event we are able to
identify such a third party (the "Direct Transfer Customer") and
effectuate such a Direct Transfer, we will notify you via email
after the transaction is completed ("Direct Transfer Notification").
Additionally, you will be eligible to receive a portion of the funds
received by us as a result of a Direct Transfer of the domain name,
as follows: (i) if you registered the domain name with
Spiderweb-Solutions.com Inc. directly through our Website, you will
be eligible to receive twenty percent (20%) of the Net Proceeds
received by us from our third party vendor as a result of a Direct
Transfer; and (ii) if you registered the domain name with
Spiderweb-Solutions.com Inc. through a third party agent (such as
your ISP, for example), you will be eligible to receive fifteen
percent (15%) of the Net Proceeds received by us from our third
party vendor as a result of a Direct Transfer. You acknowledge and
agree that the Direct Transfer process may be facilitated through a
single Direct Transfer Customer, or through a brief auction
involving multiple parties who are interested in the domain name.
For purposes of this paragraph, "Net Proceeds" shall mean the total
fees paid to us by our third party vendor as a result of a Direct
Transfer, less any registry fees, credit card charge-backs,
processing and check fees, and other costs or fees associated with
the Direct Transfer of the domain name. You agree that we shall have
no obligation to pay you, and you shall have no right to receive,
any percentage of the Net Proceeds unless, within ninety (90) days
after the date of our Direct Transfer Notification, you first
provide us with the name, address and related information requested
by us (including, but not limited to, a Form W-9, if applicable) in
our Direct Transfer Notification. We cannot guarantee, and we make
no representation or promise, that any Direct Transfer will occur
with respect to any particular domain name. You also agree that in
the event your domain name services are terminated by us pursuant to
this Agreement, we may transfer your domain name registration to
Spiderweb-Solutions.com Inc. or a third party, without any liability
to you or obligation to compensate you in connection therewith.
15. New Customers through a Backorder Service. If you are
registering a domain name through a backorder service and that
domain name was registered with, and not yet deleted by,
Spiderweb-Solutions.com Inc. at the time of your purchase, you
acknowledge and agree that the term of your registration will be for
a period of one year from the original expiration date for the
domain name immediately prior to your purchase, as the registration
is the result of a Direct Transfer (defined above). If you are
registering a domain name through a backorder service and the domain
name was not registered with Spiderweb-Solutions.com Inc. at the
time of your purchase but was deleted by the applicable top-level
domain registry at the time of your purchase, you acknowledge and
agree that the term of your registration will be for a period of one
year from the date it is initially registered with
Spiderweb-Solutions.com Inc. by the provider of the backorder
service.
16. Registration of Premium Resale Domain Names. Premium Resale
Domain Names are registered to third party registrants and are made
available to you for registration through the
Spiderweb-Solutions.com Inc. storefront. Spiderweb-Solutions.com
Inc. makes no representations or warranties regarding the Premium
Resale Domain Names displayed on its storefront and you agree that
any dispute that may arise from any registration of a Premium Resale
Domain Name shall be directed toward the registrant who has listed
the Premium Resale Domain Name on our storefront for purchase. You
further agree that Spiderweb-Solutions.com Inc. shall have no
liability whatsoever with respect to the Premium Resale Domain Name
registered by you and that the Exclusive Remedy and Indemnity
provisions in Sections 7 and 8 of these General Terms shall apply to
your registration. If you are registering a Premium Resale Domain
Name through our storefront, you acknowledge and agree that the term
of your registration will be for a period of one year from the
original expiration date for the domain name, as your registration
is the result of a transfer from the previous registrant. The
registration of a Premium Resale Domains Name may be cancelled only
under certain circumstances and within 5 business days from the date
of purchase. If you cancel during the 5 day period, you will be
charged a processing fee.
17. Sharing of Information. You also acknowledge and agree that
Spiderweb-Solutions.com Inc. will share with each applicable domain
name registry which provides Country Code Top Level Domains
("ccTLDs") or Generic Top Level Domains ("gTLDs") services, certain
information submitted by you in your application(s) for our
services, as required by our agreement(s) with the applicable
registry or to provide the services you have applied for. You also
acknowledge and consent to the use, copying, distribution,
publication, modification and other processing of your personal data
by the applicable registry and its designees and agents in
connection with the applicable registry's service obligations to us
or third parties, or as otherwise deemed necessary by the registry
to fulfill the registry's service obligations to us or any third
party.
18. Registry Actions or Inactions. Our ability to provide
services to you depends in part upon the provision of services by
third parties, such as the registry for each ccTLD or gTLD. We
cannot control and will not be responsible for the actions or
inactions of such third parties. For example, each registry has
reserved the right to deny, cancel or transfer any domain name
registration under certain circumstances. You acknowledge and agree
that we shall not be liable to you or any other party in connection
with claims, damages, losses, expenses or costs incurred or suffered
by you as a result of actions taken or not taken by third parties,
including, but not limited to, the applicable registry for your
ccTLD or gTLD.
19. No Guarantees. We make no guarantees, representations or
warranties that your proposed registration request for a domain name
will be accepted by the applicable registry. You acknowledge and
agree that the proposed registration request for a domain name(s)
submitted by Spiderweb-Solutions.com Inc. to any registry may fail
or be rejected by the applicable registry for any number of reasons,
including, but not limited to, the fact that your proposed
registration request for a domain name was not first in time. You
acknowledge and agree that the successful registration will depend
upon a number of different factors that Spiderweb-Solutions.com Inc.
cannot predict or control.
20. Indemnification. In addition to Section 9 of the General
Provisions of this Agreement on Indemnity, you are to indemnify,
release, defend and hold Spiderweb-Solutions.com Inc., and each
applicable registry for each ccTLD or gTLD harmless for all
liabilities, claims, damages, costs and expenses arising out of: (a)
your breach of any terms of each Schedule applicable to the domain
name you have registered; (b) any violation of a third party's right
related to your registration; (c) any dispute with the applicable
registry or a third party arising out of your registration; (d) any
dispute related to the submission of your registration to the
applicable registry; or (e) any use of the domain name(s) that you
register with the applicable registry.
21. Disclaimer Concerning Intellectual Property Protection. YOUR
REGISTRATION OF A DOMAIN NAME DOES NOT PROVIDE YOU WITH ANY
INTELLECTUAL PROPERTY PROTECTIONS, RIGHTS OR REGISTRATIONS, NOR DOES
IT PROVIDE YOU WITH ANY RIGHTS TO ANY PARTICULAR DOMAIN NAME
REGISTRATION.
22. Business Profiles. You acknowledge and agree that any or all
domain names that are (i) registered with Spiderweb-Solutions.com
Inc., (ii) hosted on a Spiderweb-Solutions.com Inc. domain name
server, and/or (iii) do not otherwise resolve to an active Website,
may resolve to an "business profile" or similar temporary web page
(a "Business Profile"), and that Spiderweb-Solutions.com Inc. may
place on any such Business Profile a template that includes generic
information that is broken down by various categories. The template
may include, among other things, sample contact information,
geographic area, products and services, areas for additional
information and a map. You agree that you are welcome at any time to
enter relevant and applicable information related to yourself, your
business or organization on your Business Profile. You understand
that you can add, change, revise or delete such information on your
Business Profile by accessing the account manager tool. You agree
that Spiderweb-Solutions.com Inc. may change the content and/or
appearance of, or disable, any Business Profile at any time, in its
sole discretion, and without prior notice. If for any reason, you do
not want a domain name to resolve to the Business Profile page
described above, you may select an Under Construction Page that
contains only Spiderweb-Solutions.com Inc. branding and a domain
name registration search box, as provided on our Website. You also
agree that any domain name directory, sub-directory, file name or
path (e.g. ) that does not resolve to an active web page on your
Website being hosted by Spiderweb-Solutions.com Inc., may be used by
Spiderweb-Solutions.com Inc. to place a Business Profiles page for
you. You agree that Spiderweb-Solutions.com Inc. may change the
content and/or appearance of, or disable any of these temporary
pages at any time, in its sole discretion, and without prior notice.
You agree that Spiderweb-Solutions.com Inc. and its partners may
track traffic activity and other information related to the Business
Profiles. All Business Profiles must comply with the
Spiderweb-Solutions.com Inc. Acceptable Use Policy and may not
include information that is in violation of local, federal, or a
foreign country's laws or industry regulations and material that is
obscene, defamatory, libelous, unlawful, harassing, abusive,
threatening, harmful, vulgar, constitutes a threat, violates export
control laws, hate propaganda, fraudulent material or fraudulent
activity, invasive of privacy or publicity rights, profane, indecent
or otherwise objectionable material of any kind or nature. When you
submit information for your Business Profile you will receive a
listing on ThinkLocal™. ThinkLocal listings are only provided for
businesses or organizations with addresses in the United States.
23. Domain Name Packages. Spiderweb-Solutions.com Inc. may offer
for sale, a variety of "packages" that may also include other
products and services such as a Website template and/or an e-mail
box bundled with your domain name registration. If you purchase a
package, you agree and consent to allow Spiderweb-Solutions.com Inc.
to place ads on your Website which advertise Spiderweb-Solutions.com
Inc.' other products and services.
SCHEDULE B TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
ADDITIONAL TERMS
APPLICABLE TO REGISTRANTS OF DOMAIN NAMES IN THE COUNTRY
CODE TOP-LEVEL DOMAINS.
The terms in this Schedule apply to the registration and use of a
domain name which is a country code top level domain.
1. ccTLD Services. In addition to the terms set forth in Schedule
A and with the exception of services in those country-code top-level
domains for which a specific Schedule is provided in this Agreement
(such as, for example, the .us and .eu top-level domains), the
following terms shall apply to registrants of domain names
registered in the country-code top-level domains available for
registration on our Website, ("ccTLD Services"). Your registration
of a domain name in any ccTLD (each a "New TLD Domain Name"), is
subject to policies and service agreements ("New TLD Registry
Policies") established or revised from time to time by the registry
(or operator of such registry) for such New TLD Domain Name ("New
TLD Registry"), in its capacity as the registry for its respective
Top Level Domain. You agree to be bound by and comply with the
applicable New TLD Registry Policies, including amendments and
modifications thereto, with respect to your New TLD Domain Name
registration. New TLD Registry Policies are available for you to
review at each New TLD's respective website shown below:
.am |
http://dot.am/policy.html |
.at |
http://www.nic.at |
.be |
http://www.dns.be/en/home.php?n=43.001 |
.bz |
http://www.belizenic.bz/terms.php |
.ch |
https://www.nic.ch/reg/ocView.action?res=/reg/guest/terms/agb.jsp&plain&lid=en |
.co |
http://www.cointernet.co/policies-procedures |
.cx |
http://cocca.cx and
http://www.ciia.cx |
.cz |
http://www.nic.cz/page/314/rules-and-policies/ |
.de |
http://www.denic.de/en/bedingungen.html |
.es |
http://www.nic.es |
.fm |
http://www.dot.fm/policy.html |
.gs |
http://www.nic.gs/ |
.im |
https://www.nic.im/public/terms.mth |
.in |
http://www.inregistry.in |
.li |
https://www.nic.ch/reg/ocView.action?res=/reg/guest/terms/agb.jsp&plain&lid=en |
.me |
http://domain.me/policies/available-names.html and
http://domain.me/policies/general-registration-policies.html |
.ms |
http://www.mninet.ms |
.mx, .com.mx |
http://www.nic.mx/es/Politicas?CATEGORY=Dominios |
.nz |
http://www.domainz.net.nz/Domainz.asp?Content=Terms |
.pl |
http://www.dns.pl/english/regulations.html |
.ru |
http://www.nic.ru/dns/contract/en/sup1_1_ru.html |
.uk |
http://www.nominet.org.uk/nominet-terms.html |
.ar.com, .br.com, .cn.com, .de.com,
.eu.com, .gb.com, .gb.net, .hu.com, .jpn.com, .kr.com, .la,
.no.com, .qc.com, .ru.com, .sa.com, .se.com, .se.net,
.uk.com, .uk.net, .us.com, .uy.com, and .za.com |
http://www.centralnic.com/support/terms/domains |
The New TLD Registry Policies shall not alter the terms and
conditions of this Agreement. To the extent there is a conflict
between the New TLD Registry policies and the terms of this
Agreement, the terms of this Agreement shall prevail. You agree that
the New TLD Registry has the right to enforce the New TLD Registry
Policies. With respect to any domain name registrations in the .de
and .ru ccTLD, and subject to the limitation of liability and
indemnification provisions contained in Sections 7 and 9,
respectively, of the General Provisions this Agreement, you
authorize and direct us to designate Spiderweb-Solutions.com Inc.
(or our vendor's) personnel as your administrative contact for all
such domain name registrations. With respect to any domain name
registrations in the .nz ccTLD, and subject to the limitation of
liability and indemnification provisions contained in Sections 7 and
9, respectively, of the General Terms and Conditions of the
Agreement, you authorize and direct us (or our selected vendor) to
(i) submit service request to and interact with the .nz New TLD
Registry on your behalf and (ii) designate a Spiderweb-Solutions.com
Inc. email address (or the email address of our selected vendor) as
the registrant email address of record with the .nz New TLD
Registry. With respect to any domain name registrations in the
.co.nz, .org.nz, or .net.nz, you acknowledge and agree that email
address for any domain name registrations will be defaulted to
VeriSign, Inc. or Key-Systems, GmbH.
2. Submission of ccTLD Orders. Subject to the terms hereof and
the applicable New TLD Registry Policies, you may, through the use
of the Spiderweb-Solutions.com Inc. ccTLD Services or such other
means as Spiderweb-Solutions.com Inc. may designate in writing,
place orders for the Spiderweb-Solutions.com Inc. ccTLD Services.
Such orders shall be submitted in the form and manner prescribed by
Spiderweb-Solutions.com Inc. By submitting an order for any ccTLD
Services, You represent and warrant to Spiderweb-Solutions.com Inc.
that the order is consistent with the New TLD Policies for the
applicable New TLD Registry. You further represent and warrant that
any information provided by or through you to
Spiderweb-Solutions.com Inc. in connection with the services
hereunder is accurate and complete, and submitted in the form
required by the applicable New TLD Registry. You expressly authorize
Spiderweb-Solutions.com Inc. to bind you to all terms and conditions
in any corresponding registry or registrar for the ccTLD Services
provided pursuant to this Schedule. Furthermore, you acknowledge and
agree that in certain specific instances a specific New TLD Registry
may require direct contact with the Registrant or through
Spiderweb-Solutions.com Inc. or a third party provider of the ccTLD
Services. You represent and warrant that any ccTLD domain name
registered pursuant to an order made hereunder is registered and
used for lawful purposes.
3. Supporting Documentation. You agree to timely provide
Spiderweb-Solutions.com Inc. with all information and supporting
documentation reasonably requested by Spiderweb-Solutions.com Inc.
to fulfill any accepted order. If such information is not provided
prior to the earlier of the time required for the provision of the
ccTLD Services or a period of thirty (30) days from the date of the
request, or if the information provided is incorrect or false,
Spiderweb-Solutions.com Inc. may terminate the portion of the order
for which information was requested, and any fees paid in connection
therewith shall be non-refundable or, if fees have not yet been
paid, a 10% processing fee shall be applied.
4. NO GRACE PERIOD for certain ccTLDs Registrations. Special
rules apply to the domains below which require that they be renewed
prior to their expiration date. FAILURE TO RENEW YOUR REGISTERED
DOMAIN NAME PRIOR TO ITS EXPIRATION DATE (ACCORDING TO THE TIME
TABLE BELOW) MAY RESULT IN THE LOSS OF YOUR REGISTERED DOMAIN NAME.
Spiderweb-Solutions.com Inc. is not liable for the loss of domain
name registrations due to failure to renew services.
# of Days Prior to Expiration that the Domain Must be
Renewed |
Top Level Domain Extensions |
26 days |
.am, .be, .de, .eu, .fm, .co.uk,
.me.uk, .org.uk |
57 days |
.at, .ch, .cz, .es, .com.es, .nom.es,
.org.es, .li, .mx, .com.mx, .co.nz, .net.nz, .org.nz, .pl,
and .ru. |
We have turned on Auto Renew for these extensions to avoid
the risk of losing your registered domain name. When Auto Renew is
turned on, your domain name will be renewed 60 (sixty) days prior to
its expiration date for the same term the domain name was last
registered or renewed. Your credit card on file will be charged for
the renewal. To ensure continuation of service please be certain you
have a valid credit card and valid email address on file.
You may turn off Auto Renew in Account Manager by clicking on the
Renewal Center tab and then selecting "OFF" in the Auto Renew
column for your domain name.
Note: Auto Renew is also turned on for the following extensions.
These extensions may be renewed up to the date of their expiration:
.cn, com.cn, .net.cn, .org.cn, all regional .cn extensions, .co,
.cx, .gd, .gs, .im, .in, .co.in, .firm.in, .gen.in, .ind.in, net.in,
.org.in, .me, .ms, .tc, .tw, .com.tw, .org.tw, and .vg
5. Additional Terms.
a). .co.nz, .org.nz and .nz have a legal age requirement of
eighteen (18) years of age.
b). Airline miles can not be earned with a purchase of ccTLD
services.
c). .uk registry may, in its sole discretion, not allow the
Private Registration service to be used by businesses who register a
.co.uk, .org.uk, and/or .me.uk country-specific domain name. Refunds
will not be given for the Private Registration services in this
scenario.
d). No transfers or legal name changes are allowed for .am,
.at, .be, .ch, .cz, .de, .es, .com.es, .nom.es, .org.es, .fm, .li,
.mx, .com.mx, .co.nz, .net.nz, .org.nz, .pl, .ru .co.uk, .me.uk, or
.org.uk country-specific domain name registrations, which includes,
but is not limited to, CRA, RNCA, channel transfers, account
consolidation by 2 or more users.
e). Customers registering a .de country-specific domain name
must utilize the Spiderweb-Solutions.com Inc. proxy Administrative
Contact settings if the Account Holder/Primary Contact or Account
Administrative Contact does not have a German address.
f). Failure to comply with any of the .at, .be, .ch, .de,
.de.com, .eu.com, .us.com, .uk.com, .co, .cz, .de, .es, .com.es,
.nom.es, .org.es, .fm, .la, .li, .me, .mx, .com.mx, .co.nz, .net.nz,
.org.nz, .pl, .ru .co.uk, .me.uk, or .org.uk country-specific domain
name terms and conditions will be considered breach of contract and
loss of domain name by, in its sole discretion,
Spiderweb-Solutions.com Inc. or the applicable registry.
g). The Spiderweb-Solutions.com Inc. Domain Protect Service is
not applicable for .am, .at, .be, .ch, .cz, .de, .es, .com.es,
.nom.es, .org.es, .fm, .in, .co.in, .net.in, .org.in, .firm.in,
.gen.in, .ind.in, .li, .mx, .com.mx, .co.nz, .net.nz, .org.nz, .pl,
.ru .co.uk, .me.uk, or .org.uk country-specific domain name
registrations.
h). For the .gs and .ms, and .me ccTLDs, disputes arising
between a registrar and a registrant, or between a registrant and a
third party in relation to these domains are subject to the dispute
resolution policies found at
http://www.mninet.ms for .ms ccTLDs, and at
http://www.nic.gs/ for .gs. ccTLDs and for .me at
http://www.domain.me/DRP.
i). Customers registering a .ru country-specific domain name
must utilize the Spiderweb-Solutions.com Inc. proxy Administrative
Contact settings if the Account Holder/Primary Contact or Account
Administrative Contact is an individual account or is from a Russian
Address.
SCHEDULE C-1 TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE
AGREEMENT
ADDITIONAL TERMS APPLICABLE TO SERVICES IN CONNECTION WITH
.BIZ TLD.
In addition to the terms set forth in Schedule A, the following
terms shall apply to .biz domain names.
1. Additional Representations and Warranties. If you are applying
for the registration of a domain name in the .biz top-level domain
("TLD"), you also represent and warrant that: (i) the domain name
will be used primarily for bona fide business or commercial purposes
and not (a) exclusively for personal use or (b) solely for the
purposes of selling, trading or leasing the domain name for
compensation, or the unsolicited offering to sell, trade or lease
the domain name for compensation; and (ii) the domain name is
reasonably related to your business or intended commercial purpose
at the time of registration.
2. Acknowledgment of Dispute Policies and Rules. The registrant
acknowledges having read and understood and agrees to be bound by
the terms and conditions of the following documents, as they may be
amended from time to time, which are hereby incorporated and made an
integral part of this Agreement: (i) The Uniform Domain Name Dispute
Policy, available at
http://www.icann.org/dndr/udrp/policy.htm; (ii) The Start-up
Trademark Opposition Policy ("STOP"), available at
http://www.neulevel.com/countdown/stop.html; and (iii) The
Restrictions Dispute Resolution Criteria and Rules, available at
http://www.neulevel.com/countdown/rdrp.html. If at the time of
your application for services in the .biz TLD, any of the above
policies or rules (collectively ".biz Policies") have not yet been
approved by ICANN (which may mean the .biz Policies are not
available for viewing via live hyperlinks above), you agree to be
bound by the terms of such .biz Policies upon such approval and in
the final form approved by ICANN, as posted on our Website or the
ICANN Website (located at www.icann.org). You agree that, by
maintaining the services provided hereunder (which may include
registration of a domain name) after such posting of any of the
ICANN approved .biz Policies, you have agreed to the terms and
conditions of the same. You acknowledge that if you do not agree to
the .biz Policies, you may terminate this Agreement. We will not
refund any fees paid by you if you terminate your Agreement with us.
3. Multiple Phases of Services. Your application or registration
(whether successful or not) for any .biz registry or .biz TLD
services hereunder does not guarantee, and we do not promise, that
you will be approved or eligible for any other services available or
that may become available through us or any third party. For
example, certain services in the .biz TLD are provided in sequential
phases, and participation in one phase, does not automatically
qualify you for participation in other phases, and any further
participation is not automatic. The .biz registry, and not
Spiderweb-Solutions.com Inc., determines the dates and times
associated with the various service phases available in the .biz
TLD. You agree to review and become familiar with the information
available on our Website and on the .biz Website concerning the
various phases and descriptions of services available in connection
with .biz TLD, and to regularly check for modifications and/or
updates to such information, as the same may change from time to
time. You agree that you are solely responsible for applying and/or
registering for the service phases you desire to participate in.
Additionally, you acknowledge and agree that submission of an
application for domain name registration or any other services, does
not guarantee that you will ultimately be the registrant for a
particular domain name, even if you participated in some other
service associated with the domain name, such as an intellectual
property notification service or similar service.
4. Third Party Beneficiary. Registry Operator ("NeuLevel") is an
intended third party beneficiary of these Term and Conditions with
rights to enforce these Terms of Use. You will cooperate in good
faith with NeuLevel or Registrar in investigating instances of
non-compliance with these Terms of Use, if NeuLevel or Registrar
believes in good faith that you are not in compliance with these
Terms of Use.
SCHEDULE C-2 TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE
AGREEMENT
ADDITIONAL TERMS APPLICABLE TO SERVICES IN CONNECTION WITH
.INFO TLD.
In addition to the terms set forth in Schedule A above, the
following terms shall apply to .info domain names.
1. Additional Provisions. You acknowledge and agree to the
following: (i) you agree to submit to proceedings commenced under
the Uniform Domain Name Dispute Resolution Policy ("UDRP") and the
Sunrise Dispute Resolution Policy ("SDRP") (available at
http://www.afilias.info/faq/sunrise-challenge.html), as these
may be modified from time to time; (ii) you agree to immediately
correct and update the registration information for any domain name
registered hereunder during the registration term for such
registered domain name; and (iv) you acknowledge that the .info
registry will have no liability of any kind for any loss or
liability resulting from the proceedings and processes relating to
the Sunrise Period or the Land Rush Period.
SCHEDULE C-3 TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE
AGREEMENT
ADDITIONAL TERMS APPLICABLE TO SERVICES IN CONNECTION WITH
.EU TLD.
In addition to the terms set forth in Schedule A above, the
following terms shall apply to .eu domain names.
1. Eligibility Requirements. You represent and warrant that every
registration you are applying for in the .eu top-level domain
("TLD") satisfies the eligibility requirements ("Eligibility
Requirements") established by .eu TLD administrator, European
Registry for Internet Domain Names vzw/asbl (".eu Registry"), which
are available at the following URL:
http://www.eurid.eu/en/eu-domain-names.
2. Nexus Requirements/Certification. You certify that you have
and shall continue to have a lawful bona fide European Union nexus,
as required by .eu Registry, and that you meet at least one of the
.eu nexus requirements (".eu Nexus Requirements") set forth below
(and as represented by you in the pre-registration application
information provided by you to Spiderweb-Solutions.com Inc.). You
must be (and you certify that you are) either: a) an undertaking
having their registered office, central administration or principal
place of business within the European Community; b) an organization
established anywhere within the European Community; or c) a natural
person resident within the European Community.
3. Your Obligation to Satisfy Nexus Requirement. You acknowledge
and agree that it is your responsibility, through the registration
process (and, if applicable, as required during your registration
term), to provide the information necessary to satisfy the .eu Nexus
Requirements, and that a failure by you to satisfy the .eu Nexus
Requirements may result in, among other things, (i) the domain name
pre-registration application(s) being rejected by
Spiderweb-Solutions.com Inc. and/or the .eu Registry, (ii) the
domain name(s) being placed on "hold" by Spiderweb-Solutions.com
Inc. and/or the .eu Registry, and/or (iii) the domain name(s) being
deleted by Spiderweb-Solutions.com Inc. and/or the .eu Registry.
Neither Spiderweb-Solutions.com Inc. nor the .eu Registry (nor any
other entity or person) shall be liable to you for any actions or
inactions of any of them resulting from your failure to provide all
required .eu Nexus Requirements information at the time of
pre-registration (or, where applicable, during your registration
term), and none of them shall have any obligation to request or
attempt to obtain from you additional information to establish your
compliance with the .eu Nexus Requirements, even if the need for
such information is known by any of them.
4. Validation Process. You agree that we shall have no liability
to you or other third parties for anything related to the .eu
Registry's validation process for a proposed registration request
that we have submitted and is pending final .eu Registry approval.
You acknowledge and agree that it is your responsibility to ensure
that you meet all of the requirements that are involved in .eu
Registry's validation process for your proposed registration request
for a domain name(s). You agree that we are not responsible or
liable in any way if your proposed registration request is rejected
for any reason, including but not limited to the .eu Registry's
failure or inability to contact you or your failure to respond to
.eu Registry's request for supporting documentation, during the
validation process.
5. Acknowledgment of .eu Registry Policies and Rules. The
registrant acknowledges having read and understood and agrees to be
bound by the terms and conditions of all of the policies or rules
(collectively ".eu Policies") that are posted or referred to on the
.eu Registry's website. You agree to comply with any and all current
and future .eu Policies at any and all times. You agree that, by
maintaining any service related to your pre-registration request
(and, if applicable, your actual domain name registration) after
such posting of any new or amended .eu Policies, you have agreed to
the terms and conditions of the same and will be bound by such terms
and conditions. You acknowledge that if you do not agree to the
amended or new .eu Policies, you may terminate this Agreement. We
will not refund any fees paid by you if you terminate your Agreement
with us.
6. Application Submission. You acknowledge and agree that
Spiderweb-Solutions.com Inc. (as the parent company) will be
submitting your .eu proposed registration request to the .eu
Registry through Spiderweb-Solutions.com Inc., and that all
pre-registration requests submitted by you hereunder will be
submitted by Spiderweb-Solutions.com on or after the go-live date.
7. Limitation of Liability. In addition to the other limitations
of liability contained herein, you agree that
Spiderweb-Solutions.com Inc. shall have no liability of any kind for
any loss or liability resulting from the submission of proposed
registration requests to the .eu Registry including, without
limitation, your ability or inability to obtain a particular domain
name including any dispute resolution proceeding related to any of
the foregoing. Spiderweb-Solutions.com Inc. assumes no liability for
any pre-registration request or a domain name's rejection,
suspension, cancellation, deletion, interruption or transfer due to
procedures, rules or policies laid down by .eu Registry or due to
practices, customs or prejudices of courts of law or dispute
resolving arbitrators. We are not liable for any claims, damages or
injuries arising out of the termination of services that are
provided by .eu Registry for any reason, including but not limited
to the termination of .eu Registry's registration authority, or its
bankruptcy.
8. Indemnification. In addition to Section 9 of General
Provisions of this Agreement, you are to indemnify, release, defend
and hold us harmless for all liabilities, claims, damages, costs and
expenses arising out of: (a) your breach of any terms of this
Schedule; (b) any violation of a third party's right related to your
pre-registration request; (c) any dispute with the .eu Registry or a
third party arising out of your pre-registration request; (d) any
dispute related to the validation process for your pre-registration
request; or (e) any dispute arising out of the ADR process described
in EC No. 874/2004, Ch. VI. Art. 20-23 (April 28, 2004) that
involved the domain name(s) in your pre-registration request.
9. Governing Law. You agree that any disputes between you and the
.eu Registry, shall be governed in all respects by and in accordance
with the laws of the European Community or one of its Member States.
All disputes between you and the .eu Registry are to be brought
before the tribunal of .eu Registry's choice. All disputes between
you and Spiderweb-Solutions.com Inc. are subject to Section 21
(Governing Law) of this Agreement.
10. Dispute Resolution Policies. Accept as provided by Section 21
(Governing Law) of this Agreement, you agree that every service for
which you apply or register, including a pre-registration request
for a domain name, and, if applicable, any domain name registration,
is subject to the policies and procedures related to the "Revocation
and Settlement of Conflicts" as detailed in EC No. 874/2004 Chapter
VI, Articles 20-23 (April 28, 2004) found at:
http://www.eurid.eu/files/ec20874_en.pdf and any other dispute
polices that are found at .eu Registry's website at:
http://www.eurid.eu/en/eu-domain-names/disputes.
11. For purposes of .eu domain name related services, you
acknowledge and agree that for purposes of all .eu domain name
related services; this Agreement is between you and
Spiderweb-Solutions.com Inc.
12. Description of Service. Spiderweb-Solutions.com Inc. is
providing a service whereby its Customers are given the opportunity
for the use, benefit and enjoyment of a .eu domain name. This
service ("Registration Service") is offered in conjunction with a
Spiderweb-Solutions.com Inc. partner ("Partner) whereby the Partner
serves as the Registrant for the .eu domain name ("Registered
Domain") and licenses the use of the Registered Domain to a
Spiderweb-Solutions.com Inc. Customer. Sections 1-12 above apply to
Customers that purchase the Registration Service in the same manner
as if such Customer was the Registrant for the Registered Domain.
13. License Agreement. You agree that in addition to the terms of
this Agreement, you also have reviewed and agreed to the license
("License Agreement") between you and the Partner that is found at
www.snnslicenseagreement.com. You are obligated to comply with
all of the terms in both this Agreement and the License Agreement.
Your agree that your failure to meet the terms either in the License
Agreement or this Agreement may be grounds for terminating one or
both agreements.
14. Paid License. You agree that Partner grants you a
non-transferable license for: (i) the sole use of the Registered
Domain provided that such use at all times fully conforms with this
Agreement and the License Agreement and (ii) all use, benefits and
enjoyment of the Registered Domain provided that such use complies
with the terms of this Agreement and the License Agreement.
15. Rights and Obligations Under License. You agree that at all
times Partner will be the Registrant of each Registered Domain
through the Registration Service that you purchase. You agree and
acknowledge that all information listed for the .eu WHOIS regarding
the Registered Domain will be that of the actual Registrant, the
Partner, with the exception of the contact email address. You agree
that you will supply the contact email address to be listed in the
.eu WHOIS for the Registered Domain. At all times you shall keep
this email address current and actively monitor the email address
for email communications from Spiderweb-Solutions.com Inc., the
Partner, the .eu registry, or other third parties. You agree that
your failure to keep the email address current and to adequately
monitor email communications shall be grounds for immediate
termination of this Agreement and suspension or revocation of your
Registration Service.
16. Registered Domain and Registration Service Disclaimer. YOU
AGREE AND UNDERSTAND THAT YOUR REGISTRATION SERVICE AND THE
REGISTERED DOMAIN YOU ARE LICENSING MAY BE REVOKED, SUSPENDED,
CANCELLED OR TERMINATED AT ANY TIME (i) BY SPIDERWEB-SOLUTIONS.COM
INC. IN ACCORDANCE WITH THIS AGREEMENT, (ii) BY THE .EU REGISTRY, OR
(iii) AS OTHERWISE PROVIDED IN THE LICENSE AGREEMENT. YOU AGREE THAT
YOU ACCEPT AND UNDERSTAND ALL RISKS ASSOCIATED WITH THE REGISTRATION
SERVICE AND SUCH REGISTERED DOMAIN AND THE RISKS THAT THE REGISTERED
DOMAIN MAY BE REVOKED, SUSPENDED, CANCELLED OR TERMINATED AT ANY
TIME AS DESCRIBED HEREIN. YOU EXPRESSLY AGREE THAT
SPIDERWEB-SOLUTIONS.COM INC. SHALL HAVE NO LIABILITY OF ANY KIND TO
YOU OR ANY THIRD PARTIES IF YOUR REGISTRATION SERVICE OR REGISTERED
DOMAIN IS SO REVOKED, SUSPENDED, CANCELLED OR TERMINATED.
17. Personal Information. You agree you will provide accurate and
current information as to your name, email address, postal address,
and phone and fax numbers for each Registered Domain you license
through the Registration Service. You agree to: (i) notify
Spiderweb-Solutions.com Inc. within five (5) business days regarding
any changes to your personal information; (ii) respond within five
(5) business days to any inquiries made by Spiderweb-Solutions.com
Inc. or Partner to determine the validity of personal information
provided by you or other types of similar inquiries; (iii) respond
to email messages posted to your email account regarding
correspondence Partner or Spiderweb-Solutions.com Inc. has received
that is either addressed to or involves your Registered Domain. It
is your responsibility to keep your personal information current and
accurate at all times with Spiderweb-Solutions.com Inc.
18. Termination of License Agreement. You agree
Spiderweb-Solutions.com Inc. or Partner may terminate the License
Agreement, without notice, if you fail to comply with any provision
of this Agreement or the License Agreement or for your failure to
pay for the Registration Services. Spiderweb-Solutions.com Inc. may
suspend or terminate the License Agreement, without notice, if
Partner or Spiderweb-Solutions.com Inc. believes that Customer has
violated this Agreement or the License Agreement or in order for
Spiderweb-Solutions.com Inc. or the Partner to comply with a
government regulation, law, statute, administrative agency or court
order, or directive from the .eu Registry.
19. Termination for Unlawful Activity or Third Party Complaints.
Spiderweb-Solutions.com Inc. may terminate your Registration
Services at any time for any activity related to the Registered
Domain that Spiderweb-Solutions.com Inc. believes may violate any
federal, state, local, European Community, European Community Member
State regulation or law or any court order ("Applicable Laws").
Spiderweb-Solutions.com Inc. has the right to revoke your use of the
Registered Domain under the License Agreement at any time if a third
party alleges that the Registered Domain or your use of the
Registered Domain infringes or violates the rights of any person or
entity, or otherwise violates any Applicable Laws (whether or not
such allegations are true).
20. No Money Damages: In addition to Section 7 of this Agreement
on Exclusive Remedies, and except as provided in Section 37 of this
schedule, under no circumstances whatsoever will
Spiderweb-Solutions.com Inc. be liable to you for any money damages
including, without limitation, any lost profits, lost revenue, lost
savings, or other incidental, consequential or punitive damages
arising out of: (i) the use or inability to use the Registered
Domain(s); (ii) the revocation, suspension or termination of your
Registration Service, Registered Domain or License Agreement; (iii)
your use or inability to use the Registration Service; or (iv) for
any claim by any other party, even if Spiderweb-Solutions.com Inc.
has been advised of the possibility of such damages. Any claims must
be brought within twelve (12) months of the date that you discovered
such claim, or reasonably should have discovered such claim, or
shall be waived.
21. Correspondence Forwarding. You agree that the Partner's name,
postal address and phone number will be listed in the .eu WHOIS
directory for the Registered Domain, as the Partner will be the
registrant for the Registered Domain. You agree that Partner and
Spiderweb-Solutions.com Inc. will review and forward, upon your
request, communications addressed to your Registered Domain that are
received via certified, registered or traceable courier mail (such
as UPS, Federal Express, or DHL). You authorize Partner or
Spiderweb-Solutions.com Inc. to return to sender all mail that is
marked "First Class Mail." You acknowledge and agree that Partner or
Spiderweb-Solutions.com Inc. will not forward to you first class
postal mail (other than legal notices), "junk" mail, bulk mail, or
other unsolicited communications (whether delivered through fax,
postal mail or telephone), and you further authorize Partner or
Spiderweb-Solutions.com Inc. to either discard all such
communications or return all such communications to sender. You
hereby waive any and all claims arising from your failure to receive
communications directed to your Registered Domain but not forwarded
to you by Partner or Spiderweb-Solutions.com Inc. In instances when
Partner or Spiderweb-Solutions.com Inc. receives certified or
traceable courier mail or legal notices addressed to your Registered
Domain, Partner or Spiderweb-Solutions.com Inc. will post an email
message to your email account that is listed as the contact for the
Registered Domain notifying you of receipt of mail. The email
message will identify the sender of the correspondence that has been
received by Spiderweb-Solutions.com Inc. or Partner, the date such
correspondence was received, and a brief description of its
contents. You agree that you will have five (5) days to request to
have the correspondence forwarded via email in a PDF form, overnight
courier or facsimile to you. You agree that if you do not respond
within five (5) days of receipt of the email from
Spiderweb-Solutions.com Inc. or Partner that the mail may be
destroyed by Partner. You hereby waive any and all claims arising
from either your failure to respond within five (5) days of receipt
of the email from Spiderweb-Solutions.com Inc. or Partner or your
instruction to Spiderweb-Solutions.com Inc. or Partner not to
forward mail that has been received.
22. Forwarding Fees. In consideration for (i) handling and
forwarding certified, registered and traceable courier mail and
certain first class correspondence, and (ii) responding to and
dealing with third parties, you agree to pay Spiderweb-Solutions.com
Inc. at the time such forwarding services are provided in order to
cover Spiderweb-Solutions.com Inc.' labor and costs associated with
these services. Spiderweb-Solutions.com Inc. may change its
forwarding fees at any time. Unless otherwise stated, all fees are
posted (and payable by you) in U.S. Dollars. You are responsible for
paying all fees and taxes associated with using
Spiderweb-Solutions.com Inc.' forwarding services. Payment shall be
made by you providing a valid credit card for charge by
Spiderweb-Solutions.com Inc., and is non-refundable. If for any
reason Spiderweb-Solutions.com Inc. is unable to charge your credit
card with the full amount of the forwarding service provided, or if
Spiderweb-Solutions.com Inc. is charged back for any fee it
previously charged to the credit card you provided, you agree that
Spiderweb-Solutions.com Inc. may, without notice to you, pursue all
available remedies in order to obtain payment, including but not
limited to, sale or licensing of the Registered Domain to a third
party, and immediate cancellation of your account and all services
Spiderweb-Solutions.com Inc. provides to you.
Spiderweb-Solutions.com Inc. reserves the right to charge a
reasonable service fee to cover the costs of administrative tasks
outside the scope of its regular forwarding services. These include,
but are not limited to, customer service issues that cannot be
handled over email but require personal service, and disputes in
which Spiderweb-Solutions.com Inc. becomes involved concerning the
Registered Domain. You agree that Spiderweb-Solutions.com Inc. will
and is authorized to bill these charges to the credit card you have
on file with Spiderweb-Solutions.com Inc. Administrative fees, once
charged, will be non-refundable. It is your responsibility to keep
your credit card information current and accurate, including the
expiration date. Failure to keep such information updated shall be
grounds for termination of your Registration Services.
SCHEDULE C-4 TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE
AGREEMENT
ADDITIONAL TERMS APPLICABLE TO SERVICES IN CONNECTION WITH
.NAME TLD.
In addition to the terms set forth in Schedule A above, the
following terms shall apply to .name domain names.
1. Eligibility Requirements. You represent and warrant that every
registration you are applying for in the .name top-level domain
("TLD") satisfies the eligibility requirements ("Eligibility
Requirements") established by Global Name Registry Ltd., the
registry for the .name TLD, which are available at the following
URL:
http://www.icann.org/tlds/agreements/name/registry-agmt-appl-03jul01.htm.
2. Dispute Resolution Policies. You agree that every service for
which you register is subject to the Uniform Domain Name Dispute
Resolution Policy (the "UDRP") and the Eligibility Requirements
Dispute Resolution Policy (the "ERDRP"), which are located at
http://www.icann.org/tlds/agreements/name/registry-agmt-appm-03jul01.htm.
Without limiting the foregoing, you agree that (i) every Defensive
Registration is subject to challenge pursuant to the ERDRP; (ii) if
a Defensive Registration is successfully challenged pursuant to the
ERDRP, the Defensive Registration Holder will pay the challenge
fees; (iii) if a challenge to a Defensive Registration is
successful, the Defensive Registration will be subject to the
procedures described in the ERDRP and the Eligibility Requirements
including, without limitation, the cancellation of the Defensive
Registration Holder's other Defensive Registrations; and (iv) if a
Phase I Defensive Registration (as defined by the .name registry) is
successfully challenged on the basis that it does not meet the
applicable eligibility requirements, the Defensive Registration
Holder will thereafter be required to demonstrate, at its expense,
that it meets the eligibility requirements for Phase I Defensive
Registrations for all other Phase I Defensive Registrations that it
registered within .name through any registrar. In the event the
Defensive Registration Holder is unable to demonstrate the foregoing
with respect to any such Phase I Defensive Registration(s), those
Defensive Registration(s) will be cancelled.
3. Limitation of Liability. In addition to the other limitations
of liability contained herein, you agree that neither the .name
registry nor Spiderweb-Solutions.com Inc. shall have any liability
of any kind for any loss or liability resulting from (i) the
processing of registration requests prior to live SRS launch,
including, without limitation, your ability or inability to obtain a
Registered Name, a second-level domain email address registration
(an "SLD Email Address"), a Defensive Registration, or a NameWatch
Registration using the services provided by Spiderweb-Solutions.com
Inc. or the .name registry; or (ii) any dispute over any Registered
Name, SLD Email Address, Defensive Registration, or NameWatch
Registration, including any dispute resolution proceeding related to
any of the foregoing.
SCHEDULE C-5 TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE
AGREEMENT
ADDITIONAL TERMS APPLICABLE TO SERVICES IN CONNECTION WITH
.US TLD.
In addition to the terms set forth in Schedule A above, the
following terms shall apply to .us domain names.
1. Nexus Requirements/Certification. You certify that you have
and shall continue to have a lawful bona fide U.S. nexus, as
required by the .us top-level domain ("TLD") administrator, NeuStar,
Inc. (".us Registry"), and that you meet all of the .us nexus
requirements (".us Nexus Requirements") set forth below (and as
represented by you in the registration application information
provided by you to Spiderweb-Solutions.com Inc.). You must be (and
you certify that you are) either:
A. A natural person (i) who is a United States citizen, (ii)
a permanent resident of the United States of America or any of its
possessions or territories, or (iii) whose primary place of domicile
is in the United States of America or any of its possessions [Nexus
Category 1]; or
B. An entity or organization that is (i) incorporated within
one of the fifty (50) U.S. states, the District of Columbia, or any
of the United States possessions or territories or (ii) organized or
otherwise constituted under the laws of a state of the United States
of America, the District of Columbia or any of its possessions or
territories [Nexus Category 2]; or
C. An entity or organization (including a federal, state, or
local government of the United States, or a political subdivision
thereof) that has a bona fide presence in the United States of
America or any of its possessions or territories [Nexus Category 3].
If you are claiming Nexus Category 3, you certify that you have a
"bona fide presence in the United States" on the basis of real and
substantial lawful contacts with, or lawful activities in, the
United States of America.
2. Name Servers Certification. You certify that the name servers
listed by you in connection with your application for domain name
registration services in the .us TLD are located within the United
States.
3. Your obligation to satisfy Nexus Requirement. You acknowledge
and agree that it is your responsibility, through the registration
process (and, if applicable, as required subsequent to your
application), to provide the information necessary to satisfy the
.us Nexus Requirements, and that a failure by you to satisfy the .us
Nexus Requirements may result in, among other things, (i) the domain
name application(s) being rejected by Spiderweb-Solutions.com Inc.
and/or the .us Registry, (ii) the domain name(s) being placed on
"hold" by Spiderweb-Solutions.com Inc. and/or the .us Registry,
and/or (iii) the domain name(s) being deleted by
Spiderweb-Solutions.com Inc. and/or the .us Registry. Neither
Spiderweb-Solutions.com Inc. nor the .us Registry (nor any other
entity or person) shall be liable to you for any actions or
inactions of any of them resulting from your failure to provide all
required .us Nexus Requirements information at the time of
registration (or, where applicable, subsequent to registration), and
none of them shall have any obligation to request or attempt to
obtain from you additional information to establish your compliance
with the .us Nexus Requirements, even if the need for such
information is known by any of them.
4. Nexus Dispute Policy. You agree to be bound by the Nexus
Dispute Policy ("NDP") administered by the .us Registry (or a third
party designated by the .us Registry), which policy and its
applicable forms are located on the .us Registry's Website at the
URL:
http://www.neustar.com/. You agree to abide by all decisions
rendered by the .us Registry (or its third party designee) in
connection with the NDP.
5. Dispute Resolution Policy. You agree that you are bound by the
United States Dispute Resolution Policy set forth on the .us
Registry's website at the URL:
www.neustar.com.
6. Application Submission. You acknowledge and agree that
Spiderweb-Solutions.com Inc. (as the parent company) will be
submitting your .us domain name application(s) to the .us Registry
through .US Registrar L.L.C., and that all applications submitted by
you hereunder will be submitted by .US Registrar L.L.C. on or after
the date upon which the .us Registry goes live.
SCHEDULE C-6 TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE
AGREEMENT
ADDITIONAL TERMS APPLICABLE TO SERVICES IN CONNECTION WITH
.CA TLD
In addition to the terms set forth in Schedule A of this Service
Agreement, you hereby acknowledge and agree to the following terms
and conditions applicable to .ca domain names.
For the purposes of this Schedule, "CIRA" is the Canadian
Internet Registration Authority, you are the Registrant and
Spiderweb-Solutions.com Inc. Canada ULC is the Registrar. You
further acknowledge and agree that the terms set forth in Schedule A
and the General Terms and Conditions of this Service Agreement shall
apply to Spiderweb-Solutions.com Inc. Canada ULC. The term "Registry
PRP" shall mean CIRA's Policies, Rules and Procedures, adopted by
CIRA from time to time and set forth at CIRA's website (currently at
http://www.cira.ca/en/cat_Registrar.html).
(a) CIRA may, at its option, extend any period for the
registration of a Domain Name at no charge to the registrar or the
Registrant for such further period of time as CIRA may determine, in
its sole discretion;
(b) The Registrant acknowledges and agrees that CIRA shall not be
liable to the Registrant for any loss, damage, or expense arising
out of CIRA's failure or refusal to register a Domain Name, CIRA's
failure or refusal to renew a Domain Name Registration, CIRA's
registration of a Domain Name, CIRA's renewal of a Domain Name
Registration, CIRA's failure or refusal to transfer a Domain Name
Registration, CIRA's transfer of a Domain Name Registration, CIRA's
failure or refusal to maintain or modify a Domain Name Registration,
CIRA's maintenance of a Domain Name Registration, CIRA's
modification of a Domain Name Registration, CIRA's failure to cancel
a Domain Name Registration, CIRA's cancellation of a Domain Name
Registration from the Registry, the loss of Membership in CIRA
resulting from CIRA's cancellation of a Domain Name Registration
from the Registry or from a Member's failure to comply with the
Registry PRP, or CIRA's refusal to admit an applicant as a Member;
(c) The Registrant acknowledges and agrees that CIRA shall not be
liable to the Registrant for any loss, damage, or expense arising as
a result of the disclosure or failure to disclose Registrant
information in the WHOIS or as permitted in the Registry PRP;
(d) The Registrant acknowledges and agrees that CIRA shall not
have any liability to the Registrant for any loss, damage or expense
arising as a result of any correspondence from a third party which
CIRA reviews or sends to the Registrant or for CIRA's failure, or
delay, in reviewing or sending such correspondence;
(e) In no event shall the Registrant pursue any Claim against
CIRA and in no event shall CIRA be liable for any direct, indirect,
special, punitive, exemplary or consequential damages including, but
not limited to, damages resulting from loss of use, lost profits,
lost business revenue, or third party damages or arising from any
breach by the Registrar of its obligations under any agreement
between the Registrar and a Registrant or the Registrar Agreement
between CIRA and the Registrar;
(f) Registration of the Registrant's selected Domain Name in its
first application to CIRA shall not be effective until the
Registrant has entered into and agreed to be bound by CIRA's
Registrant Agreement;
(g) The Registrar shall immediately give notice to the Registrant
in the event that the Registrar is no longer a CIRA Certified
Registrar, has had its certification as a CIRA Certified Registrar
suspended or terminated, or the Registrar Agreement between CIRA and
the Registrar is terminated or expires. CIRA may post notice of such
suspension, termination, or expiry on its website and may, if CIRA
deems appropriate, give notice to the Registrants thereof;
(h) In the event that the Registrar is no longer a CIRA Certified
Registrar, has had its certification as a CIRA Certified Registrar
suspended or terminated or in the event the Registrar Agreement
between CIRA and the Registrar is terminated or expires, each
Registrant shall be responsible for changing its Registrar of Record
to a new CIRA Certified Registrar within thirty (30) days of the
earlier of notice thereof being given to the Registrant by (i) the
Registrar or (ii) CIRA in accordance with CIRA's then current
Registry PRP; provided, however, that if any of the Registrant's
Domain Name Registration(s) is scheduled to expire within thirty
(30) days of the giving of such notice, then the Registrant shall
have thirty (30) days from the anniversary date of the
registration(s), to register with a new CIRA certified registrar and
to renew such Domain Name registration(s) in accordance with the
Registry PRP;
(i) The Registrant acknowledges and agrees that, should there be
insufficient funds prepaid by the Registrar in the CIRA Deposit
Account to be applied in payment of any Fees, CIRA may in its sole
discretion stop accepting applications for Domain Name Registrations
from the Registrar, stop effecting registrations of Domain Names and
transfers, renewals, modifications, and cancellations of Domain Name
Registrations requested by the Registrar and stop performing other
billable transactions requested by the Registrar not paid in full
and CIRA may terminate the Registrar Agreement between CIRA and the
Registrar.
(j) The Registrant shall not, directly or indirectly, through
registration or use of its Domain Name or otherwise: (i) violate or
contribute to the violation of the intellectual property rights or
other rights of any other Person; (ii) defame or contribute to the
defamation of any other Person; or (iii) unlawfully discriminate or
contribute to the unlawful discrimination of any other Person;
(k) The Registrant agrees that CIRA shall not be responsible for
the use of any Domain Name in the Registry and that CIRA shall not
be responsible in any way whatsoever for any conflict or dispute
with or any actual or threatened Claim against a Registrar or a
Registrant, including one relating to a registered or unregistered
trade-mark, a corporate, business, or other trade-name, rights
relating to a name or other identifying indicium of an individual or
any other intellectual property rights of a third party or relating
to the defamation of or unlawful discrimination with respect to any
other Person;
(l) CIRA shall have the right, at any time and from time to time,
acting reasonably, to amend the Registrar Agreement between CIRA and
the Registrar, and any or all of the Registry PRP and to adopt new
Registry PRP not yet in effect. Any amendment to the Registrar
Agreement will be binding and effective on the Registrar thirty (30)
days after CIRA gives notice of such amendment by email to the
Registrar. Any amendment of the Registry PRP, or the adoption of one
or more new Registry PRP will be binding and effective upon the
posting of such amendment or new Registry PRP on CIRA's website. The
Registrar and the Registrant agree to promptly amend the agreement
between the Registrar and the Registrant to reflect any amendments
to Section 4.2 of the Registrar Agreement between CIRA and the
Registrar;
(m) The Registrant acknowledges and agrees that registration of a
Domain Name does not create any proprietary right for any
Registrant, the Registrar, or any other Person in the name used as a
Domain Name or the Domain Name Registration and that the entry of a
Domain Name in the Registry or in the WHOIS shall not be construed
as evidence or ownership of the Domain Name registered as a Domain
Name. The Registrant shall not in any way transfer or purport to
transfer a proprietary right in any Domain Name Registration or
grant or purport to grant as security or in any other manner
encumber or purport to encumber a Domain Name Registration;
(n) The Registrant further acknowledges and agrees that the
Registrar may make changes to the Administrative Contact details at
any time without having to comply with the change of critical
information approval process (as set out in the applicable Registry
PRP), provided the Registrant has granted the Registrant's Registrar
the authority to do so and has not revoked said authority. If the
Registrant has two or more Registrars, only one of the Registrant's
Registrars may be granted said authority. The Registrant may at any
time revoke said authority or provide said authority to another of
the Registrant's Registrars;
(o) The Registrant acknowledges and agrees that the Registrant's
Registrar may, in accordance with the applicable Registry PRP,
cancel the Registrant's Domain Name Registrations within seven (7)
days of Activation and cancel the renewal of the Registrant's Domain
Name Registration provided that the renewal term has not yet
commenced.
SCHEDULE C-7 TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE
AGREEMENT
ADDITIONAL TERMS APPLICABLE TO SERVICES IN THE .CN TLD.
In addition to the terms set forth in Schedule A above, the
following terms shall apply to .cn domain names.
1. Eligibility Requirements. You represent and warrant that every
registration you are seeking in the .cn top-level domain ("TLD")
satisfies the eligibility requirements ("Eligibility Requirements")
established by .cn TLD administrator, NeuLevel, Inc (".cn
Registry"). Under the Eligibility Requirements established by .cn
Registry, only a business or an organization is permitted to
register a domain name in the .cn TLD.
2. Your Obligation to Satisfy Eligibility Requirements. You
acknowledge and agree that it is your responsibility to provide the
information necessary to satisfy the Eligibility Requirements, and
that a failure by you to satisfy the Eligibility Requirements may
result in, among other things, (i) the domain name registration
being rejected or revoked by Spiderweb-Solutions.com Inc. and/or the
.cn Registry, (ii) the domain name(s) being placed on "hold" by
Spiderweb-Solutions.com Inc. and/or the .cn Registry, and/or (iii)
the domain name(s) being deleted by Spiderweb-Solutions.com Inc.
and/or the .cn Registry. Neither Spiderweb-Solutions.com Inc. nor
the .cn Registry (nor any other entity or person) shall be liable to
you for any actions or inactions of any of them resulting from your
failure to provide all required Eligibility Requirements information
at the time of registration (or, where applicable, subsequent to
registration), and none of them shall have any obligation to request
or attempt to obtain from you additional information t o establish
your compliance with the Eligibility Requirements, even if the need
for such information is known by any of them.
3. Third Party Rights. By submitting your registration request,
you certify that your request is made in good faith and does not
directly or indirectly infringe any rights of a third party.
4. Ban on and Revocation of Certain Domain Names. You agree that
.cn Registry and the China Internet Network Information Center
("CNNIC") have identified certain domain names that can not be
registered for a variety of reasons including, but not limited to
the domain name or any website related to the domain name violates
the principles of the Constitution of the Peoples Republic of China
("PRC"), harms the national honor or national interests of the PRC,
jeopardizes national security or violates any PRC law, rule or
administrative regulation. You further accept that .cn Registry and
Spiderweb-Solutions.com Inc. reserve the right to deny registration
requests that .cn Registry, CNNIC or the PRC considers are contrary
to public policy. You understand that .cn Registry or CNNIC, each at
their own initiative, may also revoke, transfer or otherwise make
unavailable any registration of a domain name for a variety of
reasons including but not limited to nonpayment of fees, failure to
meet Eligibility Requirements, in order to protect the integrity and
stability of the registry, to comply with applicable laws or
regulations, for violations of this Agreement or other agreements or
to correct mistakes made by .cn Registry, CNNIC or other registrars
in connection with a domain name registration. You acknowledge that
.cn Registry or CNNIC reserves the right to freeze a domain name
during resolution of a dispute.
5. Acknowledgment of .cn Registry Policies and Rules. The
registrant acknowledges having read and understood and agrees to be
bound by the terms and conditions of all of the policies or rules
(collectively ".cn Policies") that are posted or referred to on the
.cn Registry's or CNNIC's websites. You agree to comply with any and
all current and future .cn Policies at any and all times. You agree
that, by maintaining any service related to your registration after
such posting of any new or amended .cn Policies, you have agreed to
the terms and conditions of the same and will be bound by such terms
and conditions. You acknowledge that if you do not agree to the
amended or new .cn Policies, you may terminate this Agreement. We
will not refund any fees paid by you if you terminate your Agreement
with us.
6. Limitation on Transfer. As a part of your registration, you
agree that you can only transfer a domain name to or from another
registrar that is headquartered, or controlled by an entity, outside
of the PRC.
7. Limitation of Liability. In addition to the other limitations
of liability contained herein, you agree that
Spiderweb-Solutions.com Inc. shall have no liability of any kind for
any loss or liability resulting from the processing of registration
request(s) by .cn Registry including, without limitation, your
ability or inability to obtain a particular domain name.
Spiderweb-Solutions.com Inc. assumes no liability for any
registration request or a domain name's rejection, suspension,
cancellation, deletion, interruption or transfer due to the
procedures, rules or policies of .cn Registry, CNNIC, or due to
practices, customs or prejudices of courts of law or dispute
resolving arbitrators. We are not liable for any claims, damages or
injuries arising out of the termination of services that are
provided by .cn Registry for any reason, including but not limited
to the termination of .cn Registry's registration authority, or its
bankruptcy.
8. Jurisdiction for Certain Disputes: You agree that any disputes
between you and the .cn Registry (but not with
Spiderweb-Solutions.com Inc.) without prejudice to other potentially
applicable jurisdictions, shall be subject to the jurisdiction of
the courts of (a) registrant's domicile; (b) where the registrar is
located and (c) the PRC. All disputes between you and
Spiderweb-Solutions.com Inc. (regardless of the involvement of other
parties) are subject to Section 21 (Governing Law) of this
Agreement.
9. Dispute Resolution Policies. Accept as provided by Section 21
(Governing Law) of this Agreement, you agree that your registration
for a domain name in the .cn TLD is subject to the policies and
procedures related to the CNNIC Domain Name Dispute Resolution
Policy & Rules for CNNIC Domain Name Dispute Resolution Policy.
SCHEDULE C-8 TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE
AGREEMENT
ADDITIONAL TERMS APPLICABLE TO SERVICES IN THE .TW TLD.
In addition to the terms set forth in Schedule A above, the
following terms shall apply to .tw domain names.
1. Eligibility Requirements. You represent and warrant that every
registration you are seeking in the .tw top-level domain ("TLD")
satisfies the eligibility requirements ("Eligibility Requirements")
established by .tw TLD administrator, NeuLevel, Inc (".tw
Registry"). Under the Eligibility Requirements established by .tw
Registry, only a business or an organization is permitted to
register a domain name in the .tw TLD.
2. Your Obligation to Satisfy Eligibility Requirements. You
acknowledge and agree that it is your responsibility to provide the
information necessary to satisfy the Eligibility Requirements, and
that a failure by you to satisfy the Eligibility Requirements may
result in, among other things, (i) the domain name registration
being rejected or revoked by Spiderweb-Solutions.com Inc. and/or the
.tw Registry, (ii) the domain name(s) being placed on "hold" by
Spiderweb-Solutions.com Inc. and/or the .tw Registry, and/or (iii)
the domain name(s) being deleted by Spiderweb-Solutions.com Inc.
and/or the .tw Registry. Neither Spiderweb-Solutions.com Inc. nor
the .tw Registry (nor any other entity or person) shall be liable to
you for any actions or inactions of any of them resulting from your
failure to provide all required Eligibility Requirements information
at the time of registration (or, where applicable, subsequent to
registration), and none of them shall have any obligation to request
or attempt to obtain from you additional information t o establish
your compliance with the Eligibility Requirements, even if the need
for such information is known by any of them.
3. Third Party Rights. By submitting your registration request,
you certify that your request is made in good faith and does not
directly or indirectly infringe any rights of a third party.
4. Ban on and Revocation of Certain Domain Names. You agree that
.tw Registry and the Taiwan Network Information Center ("TWNIC")
have identified certain domain names that can not be registered for
a variety of reasons including, but not limited to the domain name
or any website related to the domain name harms the national honor
or national interests of Taiwan, jeopardizes national security or
violates any Taiwanese law, rule or administrative regulation. You
further accept that .tw Registry and Spiderweb-Solutions.com Inc.
reserve the right to deny registration requests that .tw Registry,
TWNIC or that the Taiwanese government considers are contrary to
public policy. You understand that .tw Registry or TWNIC, each at
their own initiative, may also revoke, transfer or otherwise make
unavailable any registration of a domain name for a variety of
reasons including but not limited to nonpayment of fees, failure to
meet Eligibility Requirements, in order to protect the integrity and
stability of the registry, to comply with applicable laws or
regulations, for violations of this Agreement or other agreements or
to correct mistakes made by .tw Registry, TWNIC or other registrars
in connection with a domain name registration. You acknowledge that
.tw Registry or TWNIC reserves the right to freeze a domain name
during resolution of a dispute.
5. Acknowledgment of .tw Registry Policies and Rules. The
registrant acknowledges having read and understood and agrees to be
bound by the terms and conditions of all of the policies or rules
(collectively ".tw Policies") that are posted or referred to on the
.tw Registry's or TWNIC's websites. You agree to comply with any and
all current and future .tw Policies at any and all times. You agree
that, by maintaining any service related to your registration after
such posting of any new or amended .tw Policies, you have agreed to
the terms and conditions of the same and will be bound by such terms
and conditions. You acknowledge that if you do not agree to the
amended or new .tw Policies, you may terminate this Agreement. We
will not refund any fees paid by you if you terminate your Agreement
with us.
6. Limitation of Liability. In addition to the other limitations
of liability contained herein, you agree that
Spiderweb-Solutions.com Inc. shall have no liability of any kind for
any loss or liability resulting from the processing of registration
request(s) by .tw Registry including, without limitation, your
ability or inability to obtain a particular domain name.
Spiderweb-Solutions.com Inc. assumes no liability for any
registration request or a domain name's rejection, suspension,
cancellation, deletion, interruption or transfer due to the
procedures, rules or policies of .tw Registry, TWNIC, or due to
practices, customs or prejudices of courts of law or dispute
resolving arbitrators. We are not liable for any claims, damages or
injuries arising out of the termination of services that are
provided by .tw Registry for any reason, including but not limited
to the termination of .tw Registry's registration authority, or its
bankruptcy.
7. Jurisdiction for Certain Disputes and Governing Law: You agree
that any disputes between you and the .tw Registry (but not with
Spiderweb-Solutions.com Inc.) will be governed under the laws of
Taiwan. You accept that any dispute arising between you and .tw
Registry shall be heard and decided by the Taipei District Court of
Taiwan. All disputes between you and Spiderweb-Solutions.com Inc.
(regardless of the involvement of other parties) are subject to
Section 21 (Governing Law) of this Agreement.
8. Dispute Resolution Policies. Accept as provided by Section 21
(Governing Law) of this Agreement, you agree that your registration
for a domain name in the .tw TLD is subject to the policies and
procedures related to the TWNIC Domain Name Dispute Resolution
Policy & Rules for TWNIC Domain Name Dispute Resolution Policy.
SCHEDULE C-9 TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE
AGREEMENT
ADDITIONAL TERMS APPLICABLE TO SERVICES IN THE .PRO TLD.
In addition to the terms set forth in Schedule A, the following
terms shall apply to .pro domain names.
1. Additional Representations and Warranties. If you are applying
for the registration of a domain name in the .pro top-level domain
("TLD"), you also represent and warrant that: (i) the registration
satisfies the applicable .pro restriction at the time of
registration; and (ii) the registration satisfies the digital
security requirements stated in Appendix L of the Registry
Agreement, available at
http://www.icann.org/en/tlds/agreements/pro/registry-agmt-appl-30apr08.htm.
Additionally, you represent and warrant that, at all times during
the term of the domain name registration you meet the .pro
registration requirements set forth by Registry Operator for the
registration of the your registration. You are required to provide
prompt notice to us if you fail to meet such registration
requirements. We and/or Registry Operator shall have the right to
immediately and without notice to you, suspend, cancel or modify
your registration(s) if, at any time, you fail to meet the
registration requirements for such domain name.
2. Acknowledgment of Dispute Policies and Rules. You acknowledge
and agree:
(i) to be bound by and subject to the Qualification Challenge
Policy and the Uniform Domain Name Dispute Resolution Policy (the
"UDRP") the terms and conditions of the following documents, as they
may be amended from time to time, which are hereby incorporated and
made an integral part of this Agreement;
(ii) not to make any representation to any person or entity that
expressly or impliedly convey that your registration of the domain
name in any way signifies or indicates that you possess any general
or specific professional qualifications, including, but not limited
to, professional qualifications in a particular field;
(iii) to certify, for applications during the Sunrise Period,
that the registration qualifies for a Sunrise Registration, as set
forth in Appendix J of the Registry Agreement, available at
http://www.icann.org/en/tlds/agreements/pro/registry-agmt-appj-21may04.htm;
(iv) that Registry Services Corporation d/b/a RegistryPro
("Registry Operator") will have no liability of any kind for any
loss or liability resulting from the proceedings and processes
relating to the Sunrise Period including, without limitation: (i)
the ability or inability of any registrant to obtain a domain name
during these periods, and (ii) the results of any dispute over a
Sunrise Registration, as that term is defined in Appendix J of the
Registry Agreement;
(v) that you meet the applicable .pro registration requirements
within the United States of America and you agree that, during the
term of the registration, you will continue to meet such
requirements and that you will promptly notify us if you no longer
meet such requirements;
(vi) that Registry Operator is a third party beneficiary of the
Registration Agreement with the right to enforce those provisions of
the Registration Agreement that affect it;
(vii) that we will share with Registry Operator certain
information submitted by you in your application(s) for our
services, and you consent to the use, copying, distribution,
publication, modification and other processing of your personal data
by Registry Operator and its designees and agents in connection with
Registry Operator's service obligations to us or third parties, or
as otherwise deemed necessary by Registry Operator;
(viii) that we shall be solely responsible for providing you with
services with respect to (a) your application for a Registered Name
and (b) in the event such application is accepted, for all ongoing
services with respect to its issued domain name. You further
acknowledge that Registry Operator shall have no obligation to
provide such services to you. You agree that you have no contractual
relationship whatsoever with Registry Operator and that you are not
a third party beneficiary of any agreement between Registry Operator
and us. You further agree that Registry Operator will have no legal,
equitable or other liability of any kind to you; and
(ix) that if, pursuant to the performance of the initial
verification services or annual reverification services, we
determine that you do not meet or continue to meet the applicable
.pro registration requirements, we are entitled to retain a
processing fee in connection with the performance of the initial
verification services and/or in connection with the performance of
the annual reverification services.
(x) to indemnify, defend and hold harmless Registry Operator and
its parent companies, subsidiaries, affiliates, divisions,
shareholders, directors, officers, executives, employees,
accountants, attorneys, insurers, agents, predecessors, successors
and assigns from and against any and all losses, costs, expenses
(including reasonable attorneys' fees), causes of action or other
liabilities of any kind, whether known or unknown, arising out of,
relating to, or otherwise in connection with the:
a). identify confirmation of the data provided by you;
b). confirmation of the professional license data provided by
you; and
c). annual re-verification of your continued eligibility.
This indemnification obligation shall survive the termination or
expiration of the Agreement between us and Registry Operator for
whatever reason.
You acknowledge having read and understood and agree to be bound
by the terms and conditions of the following documents, as they may
be amended from time to time, which are hereby incorporated and made
an integral part of this Agreement:
i). The Uniform Domain Name Dispute Resolution Policy,
available at
http://www.icann.org/dndr/udrp/policy.htm;
ii). The Qualification Challenge Policy and Rules, available
at
http://www.icann.org/en/udrp/ and
http://www.icann.org/dndr/proqcp/uniform-rules.htm;
iii). The .pro TLD restriction requirements, available at
http://www.registrypro.pro/legal/index.shtml
iv). The .pro TLD digital certification requirements,
available at
http://www.registrypro.pro/support/certificates/index.shtml;
v). Procedures for any applicable Verification Toolkit; and
vi). The .pro Terms of Use, available at
http://registrypro.pro/legal/user-terms.shtml.
SCHEDULE C-10 TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE
AGREEMENT
ADDITIONAL TERMS APPLICABLE TO SERVICES IN THE .MOBI TLD
In addition to the terms set forth in Schedule A above, the
following terms shall apply to .mobi domain names.
1. Adherence to Registry Operator's Policies, Procedures,
Requirements and Guidelines. You acknowledge and agree to comply
with all requirements, standards, policies, practices, procedures
and guidelines ("Requirements") issued by mTLD Top Level Domain
Ltd., the registry operator of the .mobi TLD registry ("Registry
Operator"). The Requirements include, but are not limited to, the
Registry Operator's Style Guide monitoring guidelines, Domain
Compliance Policy, and all .dotMobi Switch On! guides, which are
found on Registry Operator's Website (found and maintained at
www.mTLD.mobi) and are subject to modification by Registry
Operator.
2. Additional Indemnification Obligations. In addition to your
indemnification obligations under the Agreement, you agree, to the
maximum extent permitted by law, to indemnify, defend and hold
harmless the Registry Operator and Affilias, Ltd. (the "Registry
Services Provider"), and their respective directors, officers,
employees and agents from and against any and all claims, damages,
liabilities, costs and expenses, including reasonable legal fees and
expenses, arising out of or relating to your .mobi domain name
registration and or use of the .mobi domain name. This
indemnification obligation survives the termination or expiration of
the Agreement and this Schedule C-10.
3. Submission and Use of Your Personal Data. You acknowledge and
agree that Spiderweb-Solutions.com Inc. will share with the Registry
Operator certain information submitted by you in your application(s)
for the .mobi domain name registration, and you consent to the use,
copying, distribution, publication, modification and other
processing of your personal data by the Registry Operator and its
designees and agents in connection with the Registry Operator's
service obligations to Spiderweb-Solutions.com Inc. or third
parties, or as otherwise deemed necessary by the Registry Operator.
The Registry Operator's use, copying, distribution, publication,
modification and other processing of your personal data will be done
pursuant to Registry Operator's privacy policy and relevant
mandatory local data protection and privacy laws.
4. Adherence to ICANN Requirements. You acknowledge and agree to
comply with the ICANN requirements, standards, policies, procedures,
and practices for which the Registry Operator has monitoring
responsibility in accordance with the Registry Agreement between
ICANN and Registry Operator (found at
http://www.icann.org/tlds/agreements/mobi/registry-agmt-mobi-19oct05.htm)
("Registry Agreement") or other arrangement with ICANN (as may be
found at
www.icann.org).
5. Adherence to Future Operational Standards. You acknowledge and
agree to comply with operational standards, policies, procedures,
and practices for the .mobi TLD which may be amended from time to
time by the Registry Operator, applicable to all registrars and/or
registrants of .mobi domain names, and consistent with the Registry
Agreement, shall be effective upon thirty days notice by Registry
Operator to Spiderweb-Solutions.com Inc.
6. Third Party Beneficiaries of this Schedule C-10.
Notwithstanding anything else to the contrary, the Registry Operator
is and shall be an intended third party beneficiary of this Schedule
C-10 to the Agreement. As such, you acknowledge and agree that the
third party beneficiary rights of the Registry Operator have vested
and that the Registry Operator has relied on its third party
beneficiary rights under this Schedule C-10 in agreeing to
Spiderweb-Solutions.com Inc. being a registrar for the .mobi
top-level domain. Additionally, the third party beneficiary rights
of the Registry Operator shall survive any termination or expiration
of this Schedule C-10.
7. Right to Deny, Cancel or Transfer Registration. In addition to
Spiderweb-Solutions.com Inc.' ability to deny, terminate, or suspend
services, as provided in the Agreement and Schedule A, you
acknowledge and agree that the Registry Operator, acting in consent
with the Registry Operator, reserves the right to deny, cancel or
transfer any registration that it deems necessary, in its discretion
(i) to protect the integrity and stability of the registry; (ii) to
comply with all applicable laws, government rules or requirements,
requests of law enforcement, in compliance with any dispute
resolution process; (iii) to avoid any liability, civil or criminal,
on the part of the Registry Operator as well as its affiliates,
subsidiaries, officers, directors, representatives, employees, and
stockholders; (iv) for violations of the terms and conditions
herein; (v) or to correct mistakes made by the Registry Operator or
any registrar in connection with a domain name registration, and the
Registry Operator also reserves the right to freeze a domain name
during resolution of a dispute.
8. Initial Launch and General Operations of .mobi TLD. You
acknowledge and agree to be bound by the terms and conditions of the
initial launch and general operations of the .mobi TLD, including
without limitation the Limited Industry Launch, the Sunrise Period,
the Land Rush Period, the Sunrise Dispute Resolution Policy, the
Premium Name Allocation Process, and the General Registration
Period, and further acknowledge that Spiderweb-Solutions.com Inc.,
the Registry Operator and the Registry Services Provider have no
liability of any kind for any loss or liability resulting from the
proceedings and processes relating to the Limited Industry Launch,
the Sunrise Period, the Land Rush Period, the Sunrise Dispute
Resolution Policy, the Premium Name Allocation Process, and the
General Registration Period including, without limitation: (a) the
ability or inability of a registrant to obtain a registered name
during these periods, and (b) the results of any dispute made during
the Limited Industry Launch or over a Sunrise Registration.
9. Premium Names. You acknowledge that if the .mobi TLD being
registered is a dotMobi Premium Name, as such are listed at
http://mtld.mobi/domain/premium, then use of the domain is also
subject to the terms and conditions of the dotMobi Premium Name
Agreement (formerly known as the dotMobi Auction Agreement) posted
at
http://mtld.mobi/node/1135, which is incorporated by reference
herein. You also agree that upon termination or expiration of the
dotMobi Premium Name Agreement in accordance with the terms thereof,
(i) any and all rights granted to you concerning the Registration of
the .mobi TLD, the Registration Code, and/or to create, launch,
and/or operate the Website shall be terminated, and all such rights
shall revert to the Registry Operator and (ii) the Registry Operator
may grant Registration rights to the .mobi TLD and/or rights to the
Registration Code to any entity or person in its sole discretion,
and you shall have no rights or recourse against mTLD and/or
Registrar relating to the registration or use of the Domain Name
and/or Registration Code by any other such entity or person.
SCHEDULE C-11 TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE
AGREEMENT
ADDITIONAL TERMS APPLICABLE TO SERVICES IN THE .GD TLD.
In addition to the terms set forth in Schedule A, the following
terms shall apply to .gd domain names.
1. You agree that .gd Registry may identify certain domain names
that will not be registered for the following reasons, including but
not limited to: (a) the domain name or any website related to the
domain name violates the governing principles of Grenada, (b)
jeopardizes national security or (c) violates any Grenadian law,
rule or administrative regulation. You further accept that the .gd
Registry and Spiderweb-Solutions.com Inc. reserve the right to deny
registration requests that the .gd Registry or the Grenadian
government considers are contrary to public policy. You understand
that the .gd Registry may also revoke, transfer or otherwise make
unavailable any registration of a domain name in order to protect
the integrity and stability of the registry, to comply with
applicable laws or regulations, for violations of this Agreement or
other applicable agreements or to correct mistakes made by .gd
Registry in connection with a domain name registration. You
acknowledge that the .gd Registry reserves the right to freeze a
domain name during resolution of a dispute and Not to grant domain
names to any sub-domain users except on terms identical so far as
possible with these Terms and Conditions.
2. The .gd Registry may cancel this agreement or suspend
delegation of a name on fourteen (14) days written notice to the
Registrar: a) If the name is administered in a way likely to
endanger operation of the Top Level Domain; b) If the terms of this
agreement have been broken by the domain name registrant; c) If in
the opinion of the .gd Registry the name is being used in a manner
likely to cause confusion to internet users; d) If it has come to
the attention of the .gd Registry that legal action has been
commenced regarding use of the name; ore) If the name is used for
any illegal or immoral purpose, or for any purpose likely to bring
the country of Grenada into disrepute.
SCHEDULE C-12 TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE
AGREEMENT
ADDITIONAL TERMS APPLICABLE TO SERVICES IN THE .TEL TLD.
In addition to the terms set forth in Schedule A, the following
terms shall apply to .tel domain names.
1. You acknowledge having read and understood and agree to be
bound by the terms and conditions of the following documents, as
they may be amended from time to time, which are hereby incorporated
and made an integral part of this Agreement:
i). The Uniform Domain Name Dispute Resolution Policy,
available at
http://www.icann.org/dndr/udrp/policy.htm;
ii). (For registration agreements relating to Sunrise
Registrations only:)The Sunrise Guide and Sunrise Policy, available
at
http://telnic.org/launch-sunrise.html
iii). The .tel Acceptable Use Policy available at
http://telnic.org/launch-sunrise.html
2. Registration requests during the Sunrise Period. When you
submit a .tel registration request, you are authorizing us to
attempt to obtain a domain name in the .tel TLD (as described on our
Website and herein) for you if and when Telnic Limited (the ".tel
Registry") launches its sunrise, land rush and open-registration
period (the "go-live date"). On the go-live date,
Spiderweb-Solutions.com Inc. will submit all registration requests
during the sunrise, land rush and open registration period and the
.tel Registry will review all proposed registration requests on a
first come, first served basis.
3. Charges. By submitting your .tel sunrise registration request,
you authorize us to charge you for any proposed registrations we
undertake on your behalf that are submitted to .tel Registry.
Proposed sunrise registration requests that are not reviewed by .tel
Registry will still be charged an administrative fee that will not
be refunded to you. Sunrise fees, registration fees and other
applicable fees may also apply and be charged to your credit card
after the sunrise period begins and when your proposed registration
request is submitted to the .tel Registry. Successful .tel domain
name registration requests will be subject to the terms of the
Agreement, including this Schedule.
4. Ban on and Revocation of Certain Domain Names. You agree that
the .tel Registry has identified certain domain names that can not
be registered during the sunrise and land rush registration periods.
You understand that the .tel Registry may also revoke a domain name
at its own initiative for a variety of reasons including but not
limited to violations of any policy or agreement cited above.
5. Right to Deny, Cancel or Transfer Registration. In addition to
Spiderweb-Solutions.com Inc.' ability to deny, terminate, or suspend
services, as provided in the Agreement and Schedule A, you
acknowledge and agree that the .tel Registry, reserves the right to
deny, cancel or transfer any registration that it deems necessary,
in its discretion (i) to protect the integrity and stability of the
registry; (ii) to comply with all applicable laws, government rules
or requirements, requests of law enforcement, in compliance with any
dispute resolution process; (iii) to avoid any liability, civil or
criminal, on the part of the .tel Registry as well as its
affiliates, subsidiaries, officers, directors, representatives,
employees, and stockholders; (iv) for violations of the terms and
conditions herein; (v) or to correct mistakes made by the .tel
Registry or any registrar in connection with a domain name
registration, and the .tel Registry also reserves the right to
freeze a domain name during resolution of a dispute.
6. Indemnity. In addition to Section 9 of this Agreement on
Indemnity, your agree to indemnify, defend, and hold harmless the
.tel Registry, its service providers, subcontractors, and their
respective directors, officers, employees, affiliates and agents
from and against any and all claims, damages, liabilities, costs,
and expenses, including reasonable attorneys fees and expenses,
arising out of or relating to the registered .tel domain name.
7. Representations and Warranties. By submitting a request for a
.tel domain name, you represent and warrant that: (i) to your
knowledge, the registration of the requested .tel domain name does
not and will not infringe upon or otherwise violate the rights of
any third party; (ii) you are not submitting the request for a
domain name for an unlawful purpose and you will not use the domain
name for any unlawful purpose; (iii) you are not knowingly using the
domain name in violation of any applicable laws, regulations or
rights of third parties; and (iv) that you will use the .tel domain
name in accordance with all TLD requirements and policies.
8. Jurisdiction for Certain Disputes and Governing Law. You agree
that any disputes between you and the .tel Registry (but not with
Spiderweb-Solutions.com Inc.) shall be subject to the laws of
England and Wales and the exclusive jurisdiction of the courts in
England and Wales. All disputes between you and
Spiderweb-Solutions.com Inc. (regardless of the involvement of other
parties) are subject to Section 21 (Governing Law) of this
Agreement.
SCHEDULE C-13 TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE
AGREEMENT
(Reserved)
SCHEDULE D TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
PRIVATE REGISTRATION SERVICE
1. Private Registration Service. When you subscribe to
Spiderweb-Solutions.com Inc. Private Registration Service, you
authorize and direct Spiderweb-Solutions.com Inc. to (a) display
alternate contact information in the public WHOIS database for the
Registrant, Administrative, and Technical Contacts for the
applicable domain name registration, and (b) not display the fax
number and NIC Handle associated with your account for the
applicable domain name.
2. Communications Forwarding.
a. By subscribing to the Private Registration Service, you
authorize and direct Spiderweb-Solutions.com Inc. to process
communications directed to you at the contact information displayed
in the public WHOIS database as follows:
(i) Email Address. A private email address that will
automatically change in the public WHOIS database every ten (10)
days is created for the applicable domain name and will be displayed
in the public WHOIS database. Messages received at the email address
posted in the public WHOIS database will be filtered for SPAM and
forwarded to the email address associated with your account for the
applicable domain name. Once an email address is removed from the
public WHOIS database it will no longer be a valid email address for
the receipt messages. You acknowledge that you may not receive
messages sent to an expired email address.
(ii) Postal Address. A P.O. Box address in care of
Spiderweb-Solutions.com Inc. will be the postal address displayed in
the public WHOIS database for the applicable domain name. You hereby
authorize Spiderweb-Solutions.com Inc. to receive, sort, open,
forward, and destroy any and all mail sent to such P.O. Box in its
sole discretion. Mail received via Certified Mail® or Express Mail™
will be opened and all such mail that can be scanned will be scanned
and sent to you via the email address associated with the account
for the applicable domain name. You acknowledge that you will have
five (5) days from the date such Certified Mail® or Express Mail™ is
sent to you via email to request in writing that a copy of such
scanned mail be forwarded to you via postal mail at your expense.
You acknowledge that unless you direct us otherwise in writing
within such five (5) day period, all such mail will be destroyed
five (5) days after a scanned copy is sent to you via email. All
mail that is unable to be scanned will be forwarded to you via
postal mail at Spiderweb-Solutions.com Inc.' expense at the postal
address associated with the account for the applicable domain name.
You specifically acknowledge that Spiderweb-Solutions.com Inc. will
destroy all third class and "junk" mail upon receipt and will either
discard all such other communications received or return the same to
the sender unopened. You hereby waive any and all claims arising
from your failure to receive communications directed to your domain
name contact information displayed in the public WHOIS database but
not forwarded to you by Spiderweb-Solutions.com Inc.
(iii) Telephone Number. A telephone number that is answered by a
Spiderweb-Solutions.com Inc. answering service will be displayed in
the public WHOIS database for the applicable domain name. Callers
will be informed of how to contact you using the information
displayed in the public WHOIS database.
b. You acknowledge and agree that by subscribing to our Private
Registration Service that you will not receive all communications
sent to you at the contact information listed in the public WHOIS
database. You acknowledge and agree that Spiderweb-Solutions.com
Inc. disclaims any and all loss or liability that may result from
your use of our Private Registration Service and/or your failure to
receive important correspondence sent to you at the contact
information displayed in the public WHOIS database, including, but
not limited to, legal notices or UDRP complaints.
c. You agree that if you opt to have mail forwarded to you in
accordance with Section 2(ii) above, that you are responsible for
paying all fees and costs associated with Spiderweb-Solutions.com
Inc. providing such forwarding services. Spiderweb-Solutions.com
Inc. will inform you via email of the applicable shipping costs, and
the credit card associated with your account for the applicable
domain name will be charged. The credit card transaction must be
successful prior to us forwarding the correspondence to You. You are
solely responsible for maintaining current and accurate credit card
information on file with Spiderweb-Solutions.com Inc., including the
expiration date for such credit card.
3. Spiderweb-Solutions.com Inc. Right To Disclose Your Contact
Information and Terminate the Private Registration Service. You
acknowledge and agree that Spiderweb-Solutions.com Inc. has the
absolute right and power, as it deems necessary in its sole
discretion, without providing notice and without any liability to
you whatsoever, to (a) reveal to third parties the contact
information provided by you to Spiderweb-Solutions.com Inc. in
connection with the account for the applicable domain name, (b)
populate the public WHOIS database with the registrant's name,
primary postal address, email address and/or telephone number as
provided by you to Spiderweb-Solutions.com Inc., or (c) terminate
your subscription to our Private Registration Service:
(i) if any third party claims that the domain name violates or
infringes a third party's trademark, trade name or other legal
rights, whether or not such claim is valid;
(ii) to comply with any applicable laws, government rules or
requirements, ICANN policies or requirements, subpoenas, court
orders, requests of law enforcement or government agencies; or
(iii) if any third party threatens legal action against
Spiderweb-Solutions.com Inc. that is related in any way, directly or
indirectly, to the domain name, or claims that you are using the
domain name registration in a manner that violates any law, rule or
regulation, or is otherwise illegal or violative of a third party's
legal rights.
SCHEDULE E TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
CHANGE OF REGISTRAR SERVICE
1. In addition to the terms in Schedule A (and the other
applicable Schedules, if any, of the Agreement), the terms of this
Schedule shall apply to all applications for a change of registrar
to Spiderweb-Solutions.com Inc. The term "domain name" refers to the
domain name identified in your Change of Registrar Application. The
term "updated registrant" refers to the person or entity identified
as the updated registrant in your Change of Registrar Application,
if any.
2. You represent and warrant that: (a) the information provided
to Spiderweb-Solutions.com Inc. in connection with your application
is accurate and complete; (b) you are the rightful holder of the
registration for the domain name; (c) the registrar of record for
the domain name as of the date of this request is the current
registrar; (d) you are not in default on any obligations you may owe
to the current registrar; (e) you are not the subject of any pending
bankruptcy proceedings; (f) you are not party to any dispute
resolution proceeding concerning your use or registration of the
domain name; (g) you are not in default on any obligations you may
owe to Spiderweb-Solutions.com Inc.; (h) the domain name is not the
subject of any collection proceedings, including garnishment,
attachment, levy or otherwise. The individual submitting this
request represents and warrants that he/she is authorized to request
a change of registrar and to apply for our registrar services.
3. You request that we provide registrar services for the domain
name. In furtherance of your request, you have applied for our
registrar services. We will have no responsibilities as registrar of
the domain name unless and until we send you or the updated
registrant, as appropriate, notice of acceptance of the Application.
4. You authorize us to take all actions necessary to become the
registrar for the domain name, including transmitting to the
appropriate Registry a request to change the Registry database to
reflect Spiderweb-Solutions.com Inc. as the registrar of record. You
acknowledge and agree that we shall not be responsible for any legal
obligations you may owe to any third party, including the current
registrar. You further acknowledge and agree that you are not
entitled to a credit from us for any sums you may have paid the
current registrar.
SCHEDULE F TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
REGISTRANT NAME CHANGE AGREEMENT
1. The following additional terms and conditions (the "Registrant
Name Change Agreement" or "RNCA") apply to any change of the
registrant (account holder's) name for a second-level domain name
("Registrant Name Change"), and, unless specifically noted otherwise
below, apply to you whether you are listed as the registrant before
the change (the "Current Registrant") or after the change (the "New
Registrant"). The domain name for which this RNCA is being processed
shall be referred to in this Schedule as the "Domain Name." The RNCA
shall not be effective until both the Current Registrant and the New
Registrant have indicated their agreement to the terms and
conditions of the Agreement (which includes the terms and conditions
of this Schedule). You agree that we may void the RNCA and cancel
the transfer to remedy an unauthorized change to a Registrant's
domain name account. Nothing contained in this Schedule shall be
construed as an assignment of the Current Registrant's rights under
the Agreement. As used in this Schedule (as in the General
Conditions), the word "Agreement" shall mean the
Spiderweb-Solutions.com Inc. Service Agreement of which this
Schedule is a part.
2. The terms in this section apply only to the Current
Registrant. You agree that you and Spiderweb-Solutions.com Inc. are
currently parties to the Agreement for the registration of the
Domain Name(s). You hereby relinquish your registration of the
Domain Name(s) and discharge Spiderweb-Solutions.com Inc. from all
obligations under the Agreement, and you release
Spiderweb-Solutions.com Inc. from all claims, liabilities or demands
arising from the Agreement. You further acknowledge and agree that
you are not entitled to a refund of any fees you may have paid to
Spiderweb-Solutions.com Inc. You hereby authorize
Spiderweb-Solutions.com Inc. to take all steps necessary to register
the Domain Name(s) to the New Registrant, including without
limitation, disassociating the Domain Name(s) from the host servers
designated by you without further notice. You represent and warrant
that you possess the authority to legally bind the Current
Registrant of the Domain Name(s) being transferred.
3. The terms in this section apply only to the New Registrant.
You acknowledge that you have reviewed and you understand the terms,
conditions, representations and warranties of the Agreement in
effect as of the date of your application to become the New
Registrant. By applying for this Registrant Name Change, you agree
to be bound by and to perform in accordance with the terms and
conditions of the Agreement, which includes Spiderweb-Solutions.com
Inc.' current Domain Name Dispute Policy. You also reaffirm the
accuracy and completeness of all of the information submitted for
the Registrant Name Change. Your registration of the Domain Name(s)
shall be effective upon Spiderweb-Solutions.com Inc.' transmission
of an acknowledgement to you that the Domain Name(s) has been
registered to the New Registrant. You agree to pay
Spiderweb-Solutions.com Inc. the RNCA processing fee set forth on
our Website, if any, by providing appropriate credit card
information as requested. You represent and warrant that you are the
New Registrant or possess the authority to legally bind the New
Registrant of the Domain Name(s) being transferred. You acknowledge
and agree that unless you register additional registration years for
the Domain Name(s), the term of your registration of the Domain
Name(s) will be equal to the remaining term of the Current
Registrant at the time of the Registrant Name Change.
SCHEDULE G TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
EXTENDED YEARS DOMAIN SERVICE
1. Extended Years Domain Service. When you purchase the
Spiderweb-Solutions.com Inc. Extended Years Domain Service for a new
domain name registration (for example, for 20 years, 100 years or
another year period) through Spiderweb-Solutions.com Inc., we will
initially register the relevant domain name for the maximum number
of years allowed by the applicable registry. When you purchase the
Spiderweb-Solutions.com Inc. Extended Years Domain Service for a
domain name that is currently registered through
Spiderweb-Solutions.com Inc., we will initially renew the domain
name for the maximum number of years allowed by the applicable
registry. We will then automatically renew the domain name
registration on an annual basis until you have received the number
of years of registration services offered from us for that domain
name from the date of your purchase of the Extended Years Domain
Service.
2. Non-Transferable; Non-Refundable. You acknowledge and agree
that the Extended Years Domain Service will terminate if you
transfer the domain name for which you purchased the service to
another registrar. You acknowledge and agree that this service is
non-refundable upon termination.
3. Other Services Affecting this Service. You acknowledge and
agree that our ability to provide the Extended Years Domain Service
is dependent upon, among other things, the continued registration of
the relevant domain name, and that any termination of that
registration (for whatever reason) will result in the termination of
the Extended Years Domain Service for that registration.
SCHEDULE H TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
EMAIL SERVICES
The terms in this
Schedule apply to email services.
1. Description of Service. Spiderweb-Solutions.com Inc. is
providing you with the capability of sending and receiving
electronic mail via the Internet. You must: (a) provide all
equipment, including a computer and modem, necessary to establish a
connection to the Internet; and (b) provide for your own connection
to the Internet and pay any telephone service fees associated with
such connection. In order to maintain the quality of our services to
other customers and to protect our computer systems
Spiderweb-Solutions.com Inc. may limit the number of recipients of
any email message transmitted or received by you to 1000 recipients
per any 24 hour period. Spiderweb-Solutions.com Inc. may also
restrict the number of recipients receiving an individual message.
The current maximum is 100 recipients per message.
Spiderweb-Solutions.com Inc. reserves the right to change this
limit. We, in our sole discretion, will determine whether or not
your conduct is consistent with this Agreement and any
Spiderweb-Solutions.com Inc. operating rules or policies and may
suspend or terminate your email service if your conduct is found to
be inconsistent with this Agreement or such rules or policies. The
email service is subject to scheduled (from 12:01am eastern United
States time to 2:00 am eastern United States time every Saturday)
and unscheduled outages that will impact your ability to use the
service. We will use commercially reasonable efforts to restore the
service after any unscheduled outages. Moreover, in order to receive
the email service we (or our third party provider) must host your
domain name record. If you transfer your domain name record to a
third party in conjunction with a live Website, or for any other
reason, or allow your domain name registration to expire, you will
no longer be able to use the email service. We will not refund the
fees you paid for our email service if you elect to transfer your
domain name record to a third party. You may not exceed the storage
[megabytes] applicable to the particular email services purchased by
you as specified on our Website at the time of your purchase (or as
subsequently modified by us pursuant to this Agreement). If you
exceed the applicable storage limitations, Spiderweb-Solutions.com
Inc. reserves the right, in its sole discretion, to either (A)
charge, and you agree to pay, an additional fee as described on our
Website for each Megabyte of usage that exceeds the bandwidth
limitations set forth above, or (B) terminate or suspend your email
services and this Agreement. Additionally, you acknowledge and agree
that we may delete any or all messages in your "trash" folder at any
time in our sole discretion.
2. Catch-All Mailbox Service. Spiderweb-Solutions.com Inc. may
make available to you the ability to subscribe to our Catch-All
Mailbox service. You acknowledge and agree that, in the event you
subscribe to the Catch-All Mailbox service, any electronic mail sent
to the email box of any user of your Spiderweb-Solutions.com Inc.
email service (e.g., Person@Yourcompany.com) will also be sent to
the email box set up for the Catch-All Mailbox service. You further
acknowledge and agree that in the event your Spiderweb-Solutions.com
Inc. email and domain name services are terminated, any future
registrant of your terminated domain name that subscribes to the
Catch-All Mailbox service may receive emails intended for receipt by
you or a former user of your email service, and you agree that
Spiderweb-Solutions.com Inc. shall have no liability to you or any
third party with respect thereto. You are solely responsible for
providing any and all necessary notifications regarding termination
of your Spiderweb-Solutions.com Inc. email services, and you agree
that Spiderweb-Solutions.com Inc. shall have no liability to you or
any third party with respect thereto.
3. SPAM Protection. Spiderweb-Solutions.com Inc.' email service
includes real-time SPAM Protection provided by CloudMark™. All email
sent to your email address(es) will be scanned by Cloudmark
Anti-Spam to detect SPAM and to assist in preventing SPAM from
reaching your email box(es). All email detected as SPAM will be
deleted and will not be delivered to your email inbox. All email
box(es) automatically include SPAM Protection and this feature can
not be disabled or configured by you. You acknowledge and agree that
our SPAM Protection feature is not guaranteed to be one hundred
percent (100%) effective or error free and may result in email that
is not SPAM being falsely identified as SPAM and deleted by our
system, or the delivery of SPAM to your email box(es). You
acknowledge and agree that Spiderweb-Solutions.com Inc. shall have
no liability to you or any third party with respect to our SPAM
Protection feature, your failure to receive any email as a result
thereof, or your receipt of SPAM.
4. Virus Protection. Spiderweb-Solutions.com Inc.' email service
includes Virus Protection that scans your email, and attachments
thereto, to assist in the prevention of the transmission of viruses
to your computer system and/or email program. All email sent to your
email address(es) will be scanned for viruses. If a virus is
detected, the email message and/or attachment, as applicable, will
be cleaned if possible and the header of the email will be tagged to
inform you that a virus was detected and that the email message
and/or attachment has been cleaned and the virus removed. If a virus
is detected, and the virus cannot be removed from the email message
and/or attachment, the email message and/or attachment will be
deleted and the email will be tagged to inform you that portions of
the email have been deleted because a virus was detected. All email
box(es) automatically include Virus Protection and this feature
cannot be disabled or configured by you. You acknowledge and agree
that our Virus Protection feature is not guaranteed to be one
hundred percent (100%) effective or error free and may delete email
messages and/or attachments that you may desire to view, or allow
the transmission of viruses to your computer system and/or email
program. You acknowledge and agree that Spiderweb-Solutions.com Inc.
shall have no liability to you or any third party with respect to
our Virus Protection feature, your failure to receive any email
and/or email attachments as a result thereof, or the transmission of
viruses to your computer system and/or email program.
5. Safeguarding Passwords. You are responsible for maintaining
the confidentiality of your password and email account and are fully
responsible for all activities that occur using your password.
Please notify us immediately of any unauthorized use of your
password or email account or any other breach of security.
Spiderweb-Solutions.com Inc. is not liable for any losses that you
may incur as a result of any third-party's use of your password.
6. Billing for Email Service. Billing for annual email services
shall be by valid credit card (acceptable to Spiderweb-Solutions.com
Inc.) at the time of purchase. If you elect to subscribe to monthly
email services, your monthly payments for the same will be
automatically charged to the credit card provided by you (and
acceptable to Spiderweb-Solutions.com Inc.) at the time of your
purchase (with such payments being charged in advance on a monthly
basis) ("Monthly Email Service Fee"), and you hereby agree that
Spiderweb-Solutions.com Inc. is authorized to so charge your credit
card. Spiderweb-Solutions.com Inc., in its sole discretion, shall
determine the prices it will charge for the email services, and the
terms and conditions applicable to the same, and
Spiderweb-Solutions.com Inc. may, upon providing thirty (30) days'
notice to you, amend such pricing and/or terms and conditions. If
you do not agree with any such change(s), you may terminate this
Agreement or cancel your email service subscription, as applicable,
as provided herein, within such thirty (30) day period; otherwise
all such changes shall thereafter be effective with respect to your
account, and you agree that we are authorized to charge your credit
card for any new Monthly Email Service fee.
7. Privacy. Spiderweb-Solutions.com Inc. will not monitor, edit
or disclose the contents of your private communications with third
parties unless required to do so by law or in the good faith belief
that such action is necessary to: (a) conform to the law or comply
with legal process served on Spiderweb-Solutions.com Inc.; (b)
protect and defend the rights or property of Spiderweb-Solutions.com
Inc.; or (c) act under exigent circumstances to protect the personal
safety of our customers or the public. You acknowledge and agree
that Spiderweb-Solutions.com Inc. neither endorses the contents of
any of your communications nor assumes responsibility for such
content, including but not limited to any threatening, libelous,
obscene, harassing or offensive material contained therein, or any
infringement of third party intellectual property rights arising
therefrom or any crime facilitated thereby. You acknowledge and
agree that certain technical processing of email messages and their
content may be required to: (a) send and receive messages; (b)
conform to connecting networks' technical requirements; (c) conform
to the limitations of the email service; or (d) conform to other
similar requirements.
8. Customer Conduct. You agree to be bound by the applicable
provisions of the Spiderweb-Solutions.com Inc. Acceptable Use
Policy, incorporated herein and made part of this Agreement by
reference, in connection with your use of the services described in
this Schedule. Spiderweb-Solutions.com Inc.' outsourcing contractors
for the email services, including, but not limited to Brightmail,
Inc or its successors, shall be intended third party beneficiaries
of the email service customer's obligations under this Agreement and
thus shall be entitled to enforce those obligations against you as
if a party to this Agreement.
9. As a user of Spiderweb-Solutions.com Inc.' Email Services you
may have the ability to access your email account through the
Internet ("Web Mail"). When using Web Mail, you may receive a
message that is encrypted by the MessageGuard® encryption service
("MessageGuard Service"). Messages that are encrypted by the
MessageGuard® Service and that you review through Web Mail will
automatically, and without indication of the message's encrypted
status, be decrypted for your immediate access. By your continued
use of the Spiderweb-Solutions.com Inc. Email Services, you are
acknowledging and agreeing to the terms and conditions of the
MessageGuard Service, as found in Schedule S of this Agreement.
SCHEDULE I TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
WEB FORWARDING SERVICE
1. Spiderweb-Solutions.com Inc. is providing you with the
capability to forward users or visitors who type in a specific
domain name to another domain name designated by you through the Web
Forwarding service. You represent and warrant that you have the
necessary rights to use the Web Forwarding service to forward,
point, alias or resolve your domain name registration(s) to the
other domain name designated by you in ordering such services. You
agree that we, in responding to a third party complaint or for any
other reason, have the right, in our sole discretion, to suspend or
terminate your Web Forwarding service without notice and with no
obligation to refund fees paid if we determine the Web Forwarding
service is forwarding users to a Website or URL that is unsuitable
or being used for any unlawful or harmful purpose, as determined in
our sole discretion.
2. You acknowledge and understand that the Web Forwarding service
includes a Domain Masking feature that will make your site visitors
see the domain name associated with the Web Forwarding service in
the window of their browser throughout your entire Website and on
all Websites linked to from your Website while the window session
remains open. You have the ability to turn the Domain Masking
feature on or off at any time through Account Manager. The Domain
Masking feature may not work with all Websites depending on how they
are configured and their ability to be viewed within a browser
frame.
SCHEDULE J TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
WHOIS BUSINESS LISTING SERVICE
In addition to the terms and conditions in the General Provisions
and other applicable Schedules in the Agreement, the following
additional terms and conditions shall apply to any and all purchases
of the WHOIS Business Listing Service (as defined below).
1. Description of the Service. Through the WHOIS Business Listing
Service (the "Service"), Spiderweb-Solutions.com Inc. is providing
its Customers with an opportunity to add information about their
business, their products or services, or about their domain name or
Website (referred to generally in this Section J as "Advertising
Content") to their WHOIS listing that appears in the WHOIS database
and WHOIS search results.
2. Display of Advertising Content. Customer hereby grants to
Spiderweb-Solutions.com Inc. a non-exclusive, royalty-free,
worldwide right and license by all means and in any media to use,
reproduce, distribute, modify for technical purposes, publicly
perform, publicly display and digitally display the Advertising
Content. Customer further grants Spiderweb-Solutions.com Inc. the
right to distribute the Advertising Content to other third parties
that wish to publish the Advertising Content in accordance with
terms established by Spiderweb-Solutions.com Inc.
Spiderweb-Solutions.com Inc. does not edit the Advertising Content
written and submitted by the Customer through the WHOIS Business
Listing templates. Customer agrees that it shall bear all
responsibility and liability for any and all claims related to the
Advertising Content displayed with the WHOIS listing. Customer
further agrees that Spiderweb-Solutions.com Inc. shall have no
liability for any and all claims that relate to any Advertising
Content, copy, data or text that is submitted.
3. Advertising Content Guidelines. Customer acknowledges and
agrees that in order for Spiderweb-Solutions.com Inc. to maintain
the integrity of the Service, Customer is subject to this Schedule J
and the other terms and conditions in this Service Agreement.
Spiderweb-Solutions.com Inc. may, in its sole discretion, reject,
cancel, or remove, at any time, any Advertising Content from the
WHOIS Business Listing Service for any reason without prior notice
to the Customer. Spiderweb-Solutions.com Inc. will not be liable in
any way for any rejection, cancellation or removal of any
Advertising Content. Customer represents and warrants that: (a) it
has all necessary authority to enter into this Agreement; (b) it
will comply with all applicable laws; (c) that all text, data and
information submitted by the Customer for display as the Advertising
Content is true, accurate, and complete; and that (d) any use and
display of the Advertising Content shall not: (i) infringe or
violate any patent, copyright, trademark, service mark, trade
secret, or other intellectual property right of a third party,
including any right of privacy or publicity; (ii) violate any
federal, state or local laws or regulations or foreign laws; (iii)
contain material that is pornographic, obscene, defamatory,
libelous, fraudulent, misleading, threatening, hateful, or racially
or ethnically objectionable; (iv) be likely to result in any
consumer fraud, product liability, tort, breach of contract, injury,
damage or harm of any kind to any person or entity.
4. Term and Billing. The WHOIS Business Listing Service may be
purchased for annual terms which may be renewed.
Spiderweb-Solutions.com Inc. will charge Customer a fee for this
Service which shall be billed annually to the Customer's credit card
and Customer hereby consents to such billing arrangement.
5. Cancellation; Termination. Spiderweb-Solutions.com Inc. may,
at any time, terminate the WHOIS Business Listing Service, terminate
this Service Agreement or disable or take down any Advertising
Content displayed. Spiderweb-Solutions.com Inc. will notify Customer
by email of any such termination or cancellation which shall be
effective immediately.
6. Disabling of the Service. Customer may "turn off" or conceal
the Advertising Content so that it is not displayed with the
Customer's WHOIS listing by disabling feature in the Customer's
Account Manager.
SCHEDULE K TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
1. Definitions. For purposes of this Schedule, the following
capitalized terms shall have the meanings ascribed to them below:
(a) "Website Builder Tool" means any pre-designed, customizable
Spiderweb-Solutions.com Inc. Website template licensed by
Spiderweb-Solutions.com Inc. to end users.
(b) "Subscription Service" means any of the
Spiderweb-Solutions.com Inc. Website packages or solutions that are
available for purchase by end users on a monthly or annual basis,
for a monthly or annual fee (respectively), that combine a Website
template, the Website Editing Tool, the Web Hosting Service, and/or
such other services as may, from time to time, be included in the
package by Spiderweb-Solutions.com Inc. as of the time of your
purchase.
(c) "Website Editing Tool" means the Spiderweb-Solutions.com Inc.
on-line design and editing tool that allows customers to access
their Website Templates, add/modify content, upload images and make
generic changes to their Website Templates for any type of Websites
including mobile Websites.
(d) "Web Hosting Service" means the Web hosting services provided
by Spiderweb-Solutions.com Inc. or a third party through
Spiderweb-Solutions.com Inc. as part of a monthly or annual Website
Template Subscription Service or Hosting Services as defined in
Schedule N of this Agreement.
(e) "Mobile Website Design Services" means the
Spiderweb-Solutions.com Inc. or private labeled offering whereby You
can create, design and host a mobile Website from a Website Template
using a Website Editing Tool.
2. Payment. In addition to the payment terms in Section 3 of the
Agreement, the following provisions shall also apply solely with
respect to the Subscription Service:
(a) Billing for the Subscription Service shall be by valid credit
card (acceptable to Spiderweb-Solutions.com Inc.) at the time of
purchase at the fee set forth on our Website. Your monthly and, if
you've selected our "auto-renew" feature, annual payments for the
Subscription Service shall be automatically charged to the credit
card provided by you (and acceptable to Spiderweb-Solutions.com
Inc.) at the time of your purchase (with such payments being charged
in advance on a monthly or annual basis, as applicable) each month
or annually, as applicable ("Subscription Service Fee"), and you
hereby agree that Spiderweb-Solutions.com Inc. is authorized to so
charge your credit card. Spiderweb-Solutions.com Inc., in its sole
discretion, shall determine the prices it will charge for the
Subscription Service, and the terms and conditions applicable to the
same, and Spiderweb-Solutions.com Inc. may, upon providing thirty
(30) days notice to you by email, amend such pricing and/or terms
and conditions. If you do not agree to the change(s), you may
terminate this Agreement (or cancel your Subscription Service, as
applicable) as provided herein within such thirty (30) day period;
otherwise all such changes shall thereafter be effective with
respect to your account, and you agree that we are authorized to
charge your credit card for any new Subscription Service Fee, on the
next monthly or annual (as applicable) payment cycle.
3. File Size, Storage and Bandwidth Limitations. The following
file size and bandwidth limitations apply to all Website Templates
(besides the ones used in conjunction with the Mobile Website Design
Services) offered by Spiderweb-Solutions.com Inc.:
(a) File Size and Storage. You can upload a maximum of 2GB of
files to your Website template photos and files area, provided that
all files must comply with the following size limitations: All
Image, Text and Document files have a 5 Megabyte limit (includes
.gif, .jpg, .jpeg, .txt, .doc, .xls, .wri, .ppt, .dxf, .pdf and .psd
files); and all Media, Flash, and Compressed files have a 15
Megabyte limit (includes .mpg, .mp2, .mp3, .wav, .mid, .mov, .asf,
.wma, .wmv, .avi, .mpeg, .rm, .ra, .swf, .zip and .sit files). Each
solution shall have a total published storage limit ("Published
Storage Limit"). You may not publish content that exceeds the
Published Storage Limit for the Website you have selected.
(b) Bandwidth. You and your Website visitors can view and
download the content on your Website per month,
Spiderweb-Solutions.com Inc. reserves the right, in its sole
discretion, to either (A) charge, and you agree to pay, an
additional fee as determined by Spiderweb-Solutions.com Inc. in its
sole discretion, which fee shall not exceed US $0.50 per Megabyte,
for each Megabyte of usage that exceeds the bandwidth limitations
set forth above, or (B) terminate or suspend your Website Services
and this Agreement if you exceed the bandwidth limitations set forth
above.
4. Conduct. You agree to be bound by the applicable provisions of
the Spiderweb-Solutions.com Inc. Acceptable Use Policy, incorporated
herein and made part of this Agreement by reference, in connection
with your use of the services described in this Schedule.
Spiderweb-Solutions.com Inc. neither sanctions nor permits any
Website content or the transmission of data that contains illegal or
obscene material or fosters or promotes illegal activity.
Spiderweb-Solutions.com Inc. reserves the right to immediately
suspend or terminate any site 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
Spiderweb-Solutions.com Inc. are an appropriate recompense to
Spiderweb-Solutions.com Inc. 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 Agreement or the AUP,
Spiderweb-Solutions.com Inc. will actively assist and cooperate with
law enforcement agencies and government authorities in collecting
and tendering information about Customer, Customer's website, the
illegal or obscene content, and those persons that may have
inappropriately accessed, acquired, or used the illegal or obscene
content.
5. MapQuest® Service and Google® Maps Service and other Third
Party Applications. Any use of the MapQuest service or Google Maps
service or any other third party application that is a part of the
Web Hosting Service, Subscription Service or Website Builder Tool or
any other Spiderweb-Solutions.com Inc. service is at your own risk.
(a) Use of the Google Maps service is subject to the terms and
conditions located at
http://maps.google.com/help/terms_maps.html and
http://maps.google.com/help/legalnotices_maps.html and you agree
to and acknowledge consent of such terms and conditions.
Spiderweb-Solutions.com Inc. is in no way responsible or liable for
any and all claims or damages that arise as a result of your use or
a third party's use of the MapQuest service or Google Maps service.
Spiderweb-Solutions.com Inc. is not liable for any property damage
or personal injury as a result of your use or a third party's use of
the MapQuest service or Google Maps service. You further agree that
if you use the Mapquest service you will include the following
statement on your Website: "Maps/Directions are informational only.
User assumes all risk of use. MapQuest, Spiderweb-Solutions.com
Inc., and their suppliers make no representations about content,
road conditions, route usability, or speed." You expressly agree
that you will not modify the MapQuest service or Google Maps service
in any way nor will you use the MapQuest service or Google Maps
service in any way that may infringe the rights of
Spiderweb-Solutions.com Inc., MapQuest, or Google Maps, or any third
parties. Spiderweb-Solutions.com Inc. reserves the right to
terminate, delete, remove or modify the MapQuest service or the
Google Maps service at any time without warning or notification to
you.
(b) The Joomla® software application and default templates are
subject to terms and conditions of the GNU General Public License
which can be found at
http://www.gnu.org/licenses/old-licenses/gpl-2.0.html.
6. Use of Images. Your use of any content, images or pictures
that are made available by Spiderweb-Solutions.com Inc. as a part of
the Website Builder Tool, Website and Ecommerce Design Services, Web
Hosting Service, Subscription Service, Website Template, and Mobile
Website Design Services, or any other Spiderweb-Solutions.com Inc.
service is governed by the terms of this agreement. You agree that
certain content, images or pictures that you use as a part of the
Website Builder Tool, Website and Ecommerce Design Services, Web
Hosting Service, Subscription Service or Website Template services
are governed by the Fotolia LLC Standard License Content Download
Agreement ("Content Download Agreement") which is located at
http://www.fotolia.com/Info/Agreements. You are obligated to abide
by the terms of this agreement and the Content Download Agreement in
your use of any content, images or pictures that are provided by
Spiderweb-Solutions.com Inc. to you. You agree that you will not
modify, alter, change, reproduce, reengineer, recreate, deface,
sell, distribute, lease, license, sublicense or rent any content,
image or picture that is made available to you by
Spiderweb-Solutions.com Inc. or that is part of the Website Builder
Tool, Website and Ecommerce Design Services, Web Hosting Service,
Subscription Service, Mobile Website Design Services, or Website
Template. You expressly agree that you will not use any content,
images or pictures in any way that may infringe the rights of
Spiderweb-Solutions.com Inc. or any third parties.
Spiderweb-Solutions.com Inc. and its partners retain all rights,
title and ownership to the intellectual property, software, tools,
content, images and pictures that are made available to you. You
agree that your use of the content, images or pictures made
available by Spiderweb-Solutions.com Inc. do not give you any rights
in such content, images or pictures. Spiderweb-Solutions.com Inc.
shall also have the right to display your Website on its online
properties as an example of the design work Spiderweb-Solutions.com
Inc. is able to provide for its customers.
7. Limitation of Liability/Disclaimer of Warranty for Password
Protection Feature. In addition to your acknowledgement and
agreement to the limitation of liabilities and disclaimer of
warranties contained in the agreement, you acknowledge and agree
that Spiderweb-Solutions.com Inc. shall have no liability to you or
any third party with respect to your use of the password protection
feature or the unauthorized access to your website or online storage
space. You agree that your use of Spiderweb-Solutions.com Inc.'
password protection feature is solely at your own risk. You agree
that all of such services are provided on an "as is," and "as
available" basis. Spiderweb-Solutions.com Inc. and its licensors
expressly disclaim all warranties of any kind, whether express or
implied, including but not limited to the implied warranties of
merchantability, fitness for a particular purpose and
non-infringement. Neither Spiderweb-Solutions.com Inc. nor its
licensors make any warranty that the password protection feature
will meet your requirements, or that the password protection feature
will be uninterrupted, timely, secure, or error free. You
acknowledge and agree that Spiderweb-Solutions.com Inc.' entire
liability, and your exclusive remedy, in law, in equity, or
otherwise, with respect to the password protection feature provided
under this Agreement and/or for any breach of this Agreement is
solely limited to the amount you paid for the service during the
term of this Agreement.
8. Cancellation. You may cancel your Subscription Service at any
time. To cancel your Subscription Service you must submit your
written notice of cancellation to Spiderweb-Solutions.com Inc. (as
provided herein) and include the following information: (i) Your
Spiderweb-Solutions.com Inc. customer identification number and
username; (ii) the registered Domain Name associated with your
Website or online storage space; and (iii) your reason for
requesting cancellation. Unless otherwise agreed to in writing (in
either paper or electronic form), your Subscription Service will be
canceled as of the expiration of the monthly billing cycle in which
your notice was received.
9. Term and Termination.
(a) Term. Your Subscription Service shall be either (i) on a
month-to-month basis for successive monthly periods, (ii) if you
have selected our auto-renew feature, on a year-to-year basis for
successive yearly periods, or (iii) if you have not selected our
auto-renew feature, for a one-time annual period, all unless either
party notifies the other of termination or cancellation in
accordance with this Agreement, and subject to the then-current
terms and conditions of this Agreement at the time of any renewal of
your Subscription Service.
(b) Notice of Service Cancellation by You. Unless terminated
earlier as provided herein, this Schedule, and the Agreement if you
have no other services with Spiderweb-Solutions.com Inc., will be
terminated as of the cancellation of your Subscription Service.
(c) Survival. In the event of expiration or termination of this
Schedule or the Agreement for any reason, Sections 1 and 13 of this
Schedule shall survive.
10. Spiderweb-Solutions.com Inc. License. Spiderweb-Solutions.com
Inc. grants You a limited non-exclusive, revocable license to use
Mobile Website Design Services and the related software and tools
for the purpose of creating, designing and publishing Websites for
use consistent with this Agreement, the Spiderweb-Solutions.com Inc.
Acceptable Use Policy and any and all relevant laws.
11. Third Party Licenses and Offerings. You expressly agree that
any third party products, services or offerings that are available
to You as a part of any of the Spiderweb-Solutions.com Inc. product
or services under this Schedule K shall be used by You in accordance
with the terms of any relevant third party licenses. Your failure to
abide by any third party license may result in the immediate
termination of your services by Spiderweb-Solutions.com Inc.
12. Mobile Website Design Services Availability.
Spiderweb-Solutions.com Inc. makes no guarantees that any given user
will be able to access the Mobile Website Design Services at any
given time. Spiderweb-Solutions.com Inc. shall not be liable to
Customer for failure of accessibility to the Mobile Website Design
Services or any potential or actual losses that Customer may suffer
from Customer's inability to access or use the Mobile Website Design
Services or your customer's inability to access any Websites that
may be supported or hosted by Spiderweb-Solutions.com Inc.
Spiderweb-Solutions.com Inc. provides the Mobile Website Design
Services and any software or tools related to those services to the
Customer on an "as is" basis and does not guarantee, represent,
warrant or covenant that the Mobile Website Design Services or any
related software is secure, has no errors, defects or bugs or will
function properly. Customer agrees that Spiderweb-Solutions.com Inc.
is not responsible in any way for any malfunction or downtime in the
Mobile Website Design Services or related software and any damage,
injury or lost profits that may arise from such malfunction or
downtime. Spiderweb-Solutions.com Inc. makes no guarantee that the
Mobile Website Design Services that the Customer purchases will
operate seamlessly and without error with Customer's own hardware,
software or other services (including third party products) that
Customer currently uses. Spiderweb-Solutions.com Inc. makes no
guarantees regarding system uptime, including but not limited to,
the uptime for hosting a Customer's mobile website. From time to
time, and as may be necessary to maintain such systems and
Spiderweb-Solutions.com Inc. hardware, Spiderweb-Solutions.com Inc.
reserves the right to take its servers or its vendor's servers and
other hardware offline for repairs, upgrades or routine maintenance.
Customer agrees and understands that Spiderweb-Solutions.com Inc.
Mobile Website Design Services, including the hosting of a
Customer's mobile website, may be dependant on third party services
that Spiderweb-Solutions.com Inc. can not control. Customer
expressly agrees that the availability of those third party services
may impact the Mobile Website Design Services and therefore does not
hold Spiderweb-Solutions.com Inc. liable for any actions of a third
party that may adversely impact the Mobile Website Design Services.
Any uptime calculation or percentage that is provided as a part of
the Mobile Website Design Services does not include routine
maintenance, unexpected downtime caused by network issues or third
party vendors, and occurrences that are outside the control of
Spiderweb-Solutions.com Inc., including but not limited to the Force
Majeure occurrences that are outlined in Section 27 of this
Agreement.
13. Mobile Website Design Services Functionality.
Spiderweb-Solutions.com Inc. may at any time, at its sole
discretion, update, add, delete, change, alter, terminate or suspend
functionality, software or tools related to the Mobile Website
Design Services.
SCHEDULE L TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
ADDITIONAL TERMS APPLICABLE TO SUPERSTATS™, WATCHDOG™,
COUNTER™, SUBMITWIZARD™, SITEMINER™, BOARDSERVER™, EZ POLLS™ AND
GUESTBOOK SERVICES™
(PURCHASED THROUGH MYCOMPUTER STOREFRONT, SPIDERWEB-SOLUTIONS.COM
INC. STOREFRONT, OR PROVIDED FREE WITH A WEBSITE BUILDER TOOL)
In addition to the terms and conditions set forth in this
Services Agreement and in Schedule K, the following additional terms
and conditions shall apply to the following services whether
purchased directly through the Spiderweb-Solutions.com Inc.
Storefront (defined below) or the MyComputer Storefront (defined
below): SuperStats™, Counter™, SubmitWizard™, SiteMiner™,
Boardserver™, EZpolls™ and GuestBook ™services. All capitalized
terms used herein, and not otherwise defined, shall have the
meanings set forth in Schedule L.
1. Definitions.
- "Spiderweb-Solutions.com Inc. Storefront"
as used herein shall mean the website at the URL
www.Spiderweb-Solutions.com, or its successor URL, through which
an Internet user may apply for some, if not all, of the services
referenced in this Schedule.
2. Any services referenced herein that are purchased in
connection with a Website Subscription Service shall be included in
the definition of Subscription Service for purposes of the terms and
conditions set forth in Schedule J and in this Schedule K.
3. Use of Information. You acknowledge and agree that we may (but
are not obligated to) collect, store, use and/or publish information
regarding, and data related to, your Website, including, but not
limited to, your domain name, URL and traffic counts. Possible uses
of such information include, but are not limited to, marketing, the
development and distribution of lists concerning traffic patterns of
(or visits to) Websites and Spiderweb-Solutions.com Inc. member
Websites and for other general commercial purposes. Use of any
information will be in accordance with Spiderweb-Solutions.com Inc.'
Privacy Policies as set forth in Section 5 of the Services
Agreement.
4. Page View Limits. The SuperStats™ and Counter™ services are
limited to One Hundred Thousand (100,000) page views per account per
month. All accounts exceeding such limit may be subject to
cancellation of the SuperStats™ and Counter™ services without
notice, as well as any other remedy Spiderweb-Solutions.com Inc. may
choose to pursue.
5. Cancellation of Your Website. Any services referenced herein
that are offered in connection with a Subscription Service will
terminate concurrent with your termination of the Subscription
Service. Termination of the services referenced herein and your
Subscription Service will occur at the expiration of the monthly
billing cycle in which your cancellation notice was received and
processed by Spiderweb-Solutions.com Inc.
6. Registration and Billing under the MyComputer Storefront.
- If you purchased any of the services
referenced herein through the MyComputer Storefront, you must
submit and maintain on file certain registration data as
requested by the MyComputer Storefront registration form for
such services. Such registration data shall include, but not be
limited to, your name, address, email address, website URLs,
credit card number and other billing information. You must
submit a separate online activation request for each service you
wish to subscribe. Spiderweb-Solutions.com Inc. reserves the
right, in its sole discretion, to refuse any registration or
service activation request for any reason or no reason. You
represent that the registration information you supply to
Spiderweb-Solutions.com Inc. is true, complete and accurate. By
submitting any information, you authorize
Spiderweb-Solutions.com Inc. to use such information in
accordance with its privacy policy.
- If you become a registered user of the
website, you will receive a password for accessing your account
information. You are responsible for maintaining the
confidentiality of your password and account and are fully
responsible for all activities that occur using your password or
account. Please notify us immediately of any unauthorized use of
your password or account or any other breach of security.
Spiderweb-Solutions.com Inc. is not liable for any losses that
you may incur as a result of any third-party's use of your
password or account.
SCHEDULE M TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
CERTIFIED OFFER SERVICE® and CERTIFIED OFFER SERVICE® PLUS
1. Additional Terms; Definitions. Except as specifically
noted otherwise herein, the following additional terms and
conditions apply to you if you use the Certified Offer Service® or
Certified Offer Service® PLUS (together referred to as "COS") in any
way. As used in this Schedule, the term "Buyer" means any person or
entity that uses the COS to make an Offer to a domain name
registrant to transfer to such person a domain name registration
through the COS. As used in this Schedule, the term "Seller" means
the registrant of the domain name and its agents (including the
registrant's administrative contact) that is the subject of an offer
from a Buyer. The domain name that is the subject of the COS is
referred to in this Schedule as the "Domain Name." You agree that
any offer, counter-offer, and/or acceptance of either of them by a
Buyer or Seller, shall be subject to the terms and conditions of
this Agreement (which includes the terms and conditions of this
Schedule).
2. Purpose of Certified Offer Service; Spiderweb-Solutions.com
Inc.' Participation. You acknowledge and agree that the COS is
intended to provide the Buyer and Seller with a means through which
the Buyer and Seller may be able to come to an agreement regarding
the transfer of the Domain Name for the payment of a fee from the
Buyer to the Seller, and to facilitate any such transfer and the
associated payment from the Buyer to the Seller, all in accordance
with the terms of this Schedule. You acknowledge and agree that the
terms of Section 10 of this Schedule set forth the legal agreement
between the Buyer and the Seller and that you have reviewed those
provisions and find them to be acceptable to you. You acknowledge
and agree that Spiderweb-Solutions.com Inc. is not the agent of and
is not acting as an agent for either the Seller or the Buyer, and
that the Seller will look solely to the Buyer for fulfillment of the
Buyer's obligations hereunder, and the Buyer will look solely to the
Seller for fulfillment of the Seller's obligations hereunder.
Neither the Buyer nor the Seller will look to
Spiderweb-Solutions.com Inc. for the fulfillment of the Buyer's or
the Seller's obligations. Spiderweb-Solutions.com Inc.' role in the
COS is that of sending communications from the Buyer to the Seller
and the Seller to the Buyer, providing the terms of the agreement
between the Buyer and Seller, receiving funds from the Buyer,
processing any necessary registrar transfer, processing the
registrant name change, and sending payment to the Seller, all as
set forth in this Schedule. You acknowledge and agree that
Spiderweb-Solutions.com Inc. is not a broker and will not negotiate
on behalf of either party. You further acknowledge and agree that
nothing in this Agreement or on our Website shall be construed to
mean that the Domain Name can be or is being assigned from one
registrant to another - all Domain Name transfers are completed
pursuant to the terms of the Registrant Name Change Agreement that
forms a part of this Agreement.
3. Third Party and Other Factors; No liability for Failed
Transactions. You acknowledge and agree that the successful
transfer of the Domain Name and the associated payment of the
selling price to the Seller through the COS are dependent upon many
factors that are not within the control of Spiderweb-Solutions.com
Inc., and that Spiderweb-Solutions.com Inc. shall not be liable for
the failure of any transaction, in whole or in part (including but
not limited to failure of the Domain Name to be transferred or
failure of a payment to be made), where such failure is caused by
the actions or inactions of the Seller (including but not limited to
breach by the Seller of its obligations to you or us under the COS),
Buyer (including but not limited to breach by the Buyer of its
obligations to you or us under the COS) or other third party. For
example, a Seller whose domain name registration is sponsored by a
registrar other than Spiderweb-Solutions.com Inc. must approve a
transfer of the domain name sponsorship to Spiderweb-Solutions.com
Inc. before a transaction between the Seller and Buyer can be
completed. If the Seller in that situation does not approve the
transfer after agreeing to sell the domain name registration, or the
Domain Name cannot be transferred because it is in a lock status or
has not been registered at the current registrar for more than sixty
(60) days, then the transaction cannot be completed (and no money
will be paid to the Seller). For further example, where a Buyer
fails to sign and return to us an Account authorization form (so
that that a Spiderweb-Solutions.com Inc. account may be established)
after agreeing to buy a domain name registration, then the
transaction cannot be completed (and the Domain Name will not be
transferred to the Buyer).
4. Indemnification by You. In addition to your other
obligations of indemnification under this Agreement, you agree to
indemnify, defend and hold harmless Spiderweb-Solutions.com Inc.,
its parent and subsidiary companies, and their respective officers,
directors, members, shareholders, affiliates, agents, employees and
assigns from and against any and all liabilities, claims, damages,
costs and expenses, including reasonable attorneys' fees and
expenses, relating to or arising out of the termination of the COS
by the Seller, the Buyer or Spiderweb-Solutions.com Inc. (where
Spiderweb-Solutions.com Inc. is permitted to so terminate under the
terms of this Agreement), or the failure of any transaction whether
caused by the Seller, Buyer, or Spiderweb-Solutions.com Inc. (except
where such failure is the result of Spiderweb-Solutions.com Inc.'
material breach of this Agreement).
5. Third Party Disputes Concerning Process or Actions. In
the event the COS is terminated by Spiderweb-Solutions.com Inc. as a
result of a claim by a third party that the COS process or the
actions of the Seller or Buyer violate(s) that third party's rights,
Spiderweb-Solutions.com Inc. is authorized, but not obligated, to
refund to the Buyer all funds paid by the Buyer to
Spiderweb-Solutions.com Inc. in connection with the COS and to
transfer the registration of the Domain Name to the Seller, and/or
"lock" the Domain Name until such time as any pending dispute
concerning the Domain Name is resolved (as evidenced by an agreement
between the applicable parties or an order of a court).
6. Your Additional Representations and Warranties;
Intellectual Property Rights; Our Disclaimer. You represent and
warrant that your use of the COS, including but not limited to your
purchase or attempt to purchase, your sale or attempt to sell, your
transfer or attempt to transfer, and your registration or attempt to
register the Domain Name will not and does not infringe the rights
of any third party (including but not limited to the intellectual
property rights of any third party). You represent and warrant that
you will take all steps necessary to fulfill your obligations under
this Agreement and to complete the transaction contemplated by this
Schedule. We make no representation or warranty as to the status of
the Domain Name, including whether or not the Domain Name or your
actions in purchasing, selling, transferring or registering the
Domain Name infringes or will infringe on any other party's rights.
It is your responsibility to ensure that the Domain Name and your
actions do not and will not infringe on any other party's rights.
Further, in addition to its other disclaimers in the Agreement,
Spiderweb-Solutions.com Inc. disclaims any liability with respect to
the terms of the agreement between the Seller and the Buyer set out
in Section 10, and Spiderweb-Solutions.com Inc. makes no
representation or warranty that the terms of that agreement are
adequate to meet your needs or to provide you with the legal rights,
protections and obligations that are best for you. If you do not
wish to use the terms of Section 10 for your agreement with the
Seller or the Buyer, you should not use this service.
7. Termination by Spiderweb-Solutions.com Inc.; No Liability.
You agree that Spiderweb-Solutions.com Inc. may terminate the COS at
any time (and at any stage in the process), without liability to
either Seller or Buyer, if, at any time,: (1) the Buyer or Seller
fails to fulfill any of its obligations under this Agreement; (2)
Spiderweb-Solutions.com Inc. believes the Buyer is or may be using a
stolen or unauthorized credit card; (3) Spiderweb-Solutions.com Inc.
believes the Buyer or Seller may be acting in fraudulent or
unauthorized manner, a manner that may subject
Spiderweb-Solutions.com Inc. to a claim by a third party, or
otherwise in a manner that violates any law, Spiderweb-Solutions.com
Inc. policy, this Agreement, or any right of a third party; or (4)
Spiderweb-Solutions.com Inc. receives a complaint from a third party
that the Seller or the Buyer is violating any law,
Spiderweb-Solutions.com Inc. policy, this Agreement, or any right of
a third party. In the event Spiderweb-Solutions.com Inc. terminates
the COS as provided herein, Spiderweb-Solutions.com Inc. shall have
no liability to the Buyer or the Seller for such termination, and
Spiderweb-Solutions.com Inc. shall be permitted, but not obligated,
to transfer the Domain Name back to the Seller as registrant and to
return to the Buyer any of the Buyer's funds still in
Spiderweb-Solutions.com Inc.' possession.
8. Terms for the Buyer. The following additional terms
apply only to the Buyer. The Buyer agrees to the following
additional terms in this Section:
- COS Offer Fee; Non-Refundable; Exceptions.
You will use the COS to make an offer via email to a Seller to
pay to the Seller the offer price selected by you (the "Offer
Price") in exchange for the Seller's agreement to transfer the
Domain Name to you through the COS. If your offer exceeds
$25,000, you are required to use our Certified Offer Service
PLUS and we will contact you by phone to confirm your offer
amount. You will pay the non-refundable COS offer fee (the
"Offer Fee") set forth on our Website at the time you make your
offer. This Offer Fee will be paid by you via your credit card
and is non-refundable regardless of whether or not your offer is
accepted by the Seller or the Domain Name is transferred to you
(but we will not charge you the fee if it is not possible to
send your offer because, for example, there is no email listed
for the Seller in the WHOIS database).
- Nature of Your Offer and Any
Counter-Offers. We will send your offer via email to the email
address of the administrative contact of the registrant as
reflected in the WHOIS database of the registrar currently
sponsoring the Domain Name. If you are using Certified Offer
Service PLUS, we will contact the administrative contact
initially by telephone to convey your offer. You acknowledge
that the information in the WHOIS database might not be accurate
and that we have no obligation to and will not confirm the
accuracy of any WHOIS information. Your offer will remain valid
and binding on you for a period of ten (10) calendar days
(fourteen (14) calendar days if you are using Certified Offer
Service PLUS) from the date of your offer, unless before then
the transaction is terminated by Spiderweb-Solutions.com Inc.,
or the Seller accepts or rejects your offer (the "Offer
Period"). You may not and will not attempt to revoke your offer
during the Offer Period. Your offer will automatically terminate
upon expiration of the Offer Period. If the Seller makes a
counter-offer, we will send you an email, or contact you by
telephone if you are using Certified Offer Service PLUS,
containing the Seller's counter-offer price (or minimal
acceptable price) (the "Seller Counter Price"), which you may
accept, reject or to which you may make a counter-offer within
ten (10) calendar days (fourteen (14) calendar days if you are
using our Certified Offer Service PLUS) from the date of the
Seller's counter-offer, unless the Seller's counter-offer has
been terminated (the "Seller Counter Period"). If you make a
counter-offer to the Seller during the Seller Counter Period, we
will convey your counter-offer price (the "Buyer Counter Price")
to the administrative contact of record as described above. Your
counter-offer serves as a rejection of the Seller's
counter-offer. Additionally, your counter-offer will remain
valid and binding on you for a period of ten (10) calendar days
(fourteen (14) calendar days if you are using Certified Offer
Service PLUS) from the date of your counter-offer, unless the
transaction is terminated by Spiderweb-Solutions.com Inc., or
the Seller accepts or rejects your counter-offer (the "Buyer
Counter Period"). You may not and will not attempt to revoke
your counter-offer during the Buyer Counter Period. Your
counter-offer will automatically terminate upon expiration of
the Buyer Counter Period.
- Acceptance of Offer or Counter-Offer;
Process. If the Seller accepts either your offer during the
Offer Period or your counter-offer during the Buyer Counter
Period, or if you accept the Seller's counter-offer during the
Seller Counter Period, we will notify you via email, and: (1)
You will immediately pay to Spiderweb-Solutions.com Inc., and
Spiderweb-Solutions.com Inc. is authorized to charge your credit
card in the amount of (i) for the benefit of the Seller, the
Offer Price, Seller Counter Price, or Buyer Counter Price, as
applicable, and (ii) the transaction fee (the "Transaction Fee")
set forth on our Website at the time you make the offer
(collectively, the "Total Price"); and (2) You will complete,
sign and return to Spiderweb-Solutions.com Inc., in the
time-frame specified by Spiderweb-Solutions.com Inc., any and
all paperwork sent to you by us to complete the transaction
contemplated by this Agreement, including but not limited to a
form confirming your authorization to us to charge your credit
card for the Total Fees. If you are using Certified Offer
Service PLUS, we will contact you by telephone to provide you
with the information that you will need to make payment of the
Total Price by wire transfer. Upon fulfillment of your
obligations set forth above, Spiderweb-Solutions.com Inc. will
initiate a transfer of the sponsorship of the Domain Name to
Spiderweb-Solutions.com Inc. as registrar (with the Seller as
registrant of the Domain Name), if the Domain Name is not
then-currently sponsored by Spiderweb-Solutions.com Inc. as
registrar, or will transfer the Domain Name into a new account
for the Seller. Once the domain name is sponsored by
Spiderweb-Solutions.com Inc. as registrar and in a new account
for the Seller, the Domain Name will be placed in a "lock"
status. Spiderweb-Solutions.com Inc. will then change the
registrant of the Domain Name to the Buyer (or to the person or
entity directed by the Buyer). After any successful change of
registrant as contemplated herein, Spiderweb-Solutions.com Inc.
will pay to the Seller (as listed in the WHOIS database for the
Domain Name at issue), from the funds received by the Buyer, the
Offer Price, Seller Counter Price, or Buyer Counter Price, as
applicable. In the case of an offer made using Certified Offer
Service PLUS, Spiderweb-Solutions.com Inc. shall charge the
Seller a Seller's Transaction Fee and deduct the Seller's
Transaction Fee from the Buyer's payment before sending the
funds to the Seller.
- Rejection or Termination of Offer or
Counter-Offer. If the Seller (i) rejects your offer without
making a counter-offer, (ii) fails to respond to your offer
during the Offer Period, (iii) rejects your counter-offer, or
(iv) fails to respond to your counter-offer during the Buyer
Counter Period, the COS will immediately terminate. If you
reject a counter-offer made by the Seller or fail to respond to
a counter-offer during the Seller Counter Period, the COS will
immediately terminate.
- 60-Day No Transfer Requirement. For a
period of sixty (60) days following any successful transfer of
the Domain Name, you agree not transfer or attempt to transfer
the Domain Name to another person or to another registrar, and
Spiderweb-Solutions.com Inc. is authorized to deny any request
for such a transfer.
- Domain Name Transfer and Registration
Subject to Service Agreement. Through the COS, you are applying
to transfer and register the Domain Name to the Buyer with
Spiderweb-Solutions.com Inc. as the sponsoring registrar. Any
successful transfer and subsequent registration of the Domain
Name to the Buyer is governed by the terms and conditions of
this Agreement (which includes the General Terms and Conditions
and the Schedules applicable to domain name registrations and
registrant name changes).
- Disclosure of Buyer Information. During
the transaction contemplated by the COS, we will not disclose
your identity to the Seller or any third party, unless the COS
is terminated by Spiderweb-Solutions.com Inc. as a result of a
third party claim concerning the COS, the Domain Name, or the
Seller or Buyer, or as a result of your failure to fulfill any
of your obligations under this Agreement to us or to the Seller,
or as a result of a claim by the Seller that you have not
fulfilled your obligations under this Agreement. Additionally,
after the completion of any Domain Name transfer hereunder, we
are permitted but not obligated to disclose your identity and
contact information to the Seller or as otherwise provided in
this Agreement.
- Value Assessment. You acknowledge and
agree that the Value Assessment Tool available as part of the
COS is designed to be a helpful tool only and that it is your
responsibility to determine the offer price (or counter-offer
price) that is appropriate for you and the Domain Name in
question.
- Tax Consequences. You agree that you are
responsible for complying with all tax filings, certifications,
notices, rules and regulations, arising out of your actions as a
Buyer through the COS, including the payment of any sales, use,
value-added or other taxes, assessed or due in connection with
your payment of the Offer Price, Seller Counter Price or Buyer
Counter Price, as applicable, to the Seller (through
Spiderweb-Solutions.com Inc.) and the filing of any required
forms or returns with the appropriate authorities in connection
therewith.
- Suspension of Your Account; Transfer of
Domain Name to Spiderweb-Solutions.com Inc. In addition to all
other remedies available at law or in equity,
Spiderweb-Solutions.com Inc. shall have the right, but not the
obligation, to (i) suspend your account with
Spiderweb-Solutions.com Inc. indefinitely (which will suspend
all other services you may have with us in your account) until
payment is received by you in accordance with your obligations
under this Schedule, and (ii) transfer the Domain Name to
Spiderweb-Solutions.com Inc. as registrant if you do not make
required payments under this Schedule within three (3) business
days after notice is sent via email to you from
Spiderweb-Solutions.com Inc. that such payment is owed.
- Seller Request to Reopen Offer. If we
receive a request from the Seller that you reopen an offer under
the COS (a "Reopen Request"), we may, but will not be obligated
to, notify you of the Reopen Request. If you receive such a
request from us, and you wish to submit another offer to the
Seller through the COS, any such offer by you shall be treated
as an initial offer through the COS, starting anew the COS
process, and that offer and all subsequent counter-offers, if
any, shall be governed accordingly by the terms and conditions
of the Agreement (which includes but is not limited to this
Schedule).
9. Terms for the Seller. The following additional terms
apply only to the Seller. The Seller agrees to the following
additional terms in this Section:
- Acceptance of Offer or Counter-Offer;
Process. You may accept, reject or make a counter-offer (as
described below) to the Buyer's offer so long as the offer has
not been terminated (the "Offer Period"). If you accept the
Buyer's offer during the Offer Period, Spiderweb-Solutions.com
Inc. will inform the Buyer of your acceptance via email (or if
using Certified Offer Service PLUS, by telephone), and will
attempt to obtain funds from the Buyer via credit card or wire
transfer to pay the offer price (the "Offer Price") and
Spiderweb-Solutions.com Inc.' Transaction Fee. If you make a
counter-offer to the Buyer and the counter-offer is accepted by
the Buyer, Spiderweb-Solutions.com Inc. will inform you via
email or by telephone, of the Buyer's acceptance of the
counter-offer, and Spiderweb-Solutions.com Inc. will attempt to
obtain funds from the Buyer via credit card or wire transfer, to
pay the counter-offer price (sometimes referred to as the
minimum acceptable price)(the "Seller Counter Price") and
Spiderweb-Solutions.com Inc.' Transaction Fee. The Buyer might
not accept your counter-offer, but might instead make a
counter-offer to you. In that case, you may accept or reject the
Buyer's counter-offer so long as the Buyer's counter-offer has
not been terminated (the "Buyer Counter Period"). If you accept
the Buyer's counter-offer, if any, within the Buyer Counter
Period, Spiderweb-Solutions.com Inc. will inform the Buyer of
your acceptance via email or by telephone, and will attempt to
obtain funds from the Buyer via credit card or wire transfer to
pay the Buyer's counter-offer price (the "Buyer Counter Price")
and Spiderweb-Solutions.com Inc.' Transaction Fee. You
acknowledge and agree that in any case Spiderweb-Solutions.com
Inc. must first obtain sufficient funds from the Buyer before a
transaction can be completed, and that failure of the Buyer to
deposit sufficient funds with Spiderweb-Solutions.com Inc. shall
be grounds for Spiderweb-Solutions.com Inc. to terminate the
COS. After sufficient funds have been obtained from the Buyer,
Spiderweb-Solutions.com Inc. will attempt to transfer the Domain
Name to a new account with Spiderweb-Solutions.com Inc. where
you will still be the registrant. If the Domain Name is being
sponsored by another registrar, Spiderweb-Solutions.com Inc.
will first initiate a transfer of the Domain Name to
Spiderweb-Solutions.com Inc. as registrar. Once the Domain Name
is registered with Spiderweb-Solutions.com Inc. as registrar and
in a new account with you as the registrant,
Spiderweb-Solutions.com Inc. will change the registrant of the
Domain Name to the Buyer (or as directed by the Buyer). After
any successful change of registrant as contemplated herein,
Spiderweb-Solutions.com Inc. will pay to the Seller (as listed
in the WHOIS database for the Domain Name at issue), from the
funds received by the Buyer, the Offer Price, Seller Counter
Price, or Buyer Counter Price, as applicable. In the case of an
offer made using Certified Offer Service PLUS,
Spiderweb-Solutions.com Inc. shall also deduct a Seller's
Transaction Fee before sending the funds to the Seller. The
amount of the Transaction Fee charged to the Seller is published
on our Website. If an offer or counter-offer is accepted, you
will properly respond to and complete any and all emails and/or
documentation sent to you from Spiderweb-Solutions.com Inc. or
your current registrar concerning the transfer of your domain
name, and otherwise take all steps necessary, to effect the
transfer of the Domain Name to Spiderweb-Solutions.com Inc. as
registrar (where the Domain Name is sponsored by another
registrar) and to the Buyer as registrant. Upon fulfillment of
your obligations set forth above, and the deposit of sufficient
funds by the Buyer, Spiderweb-Solutions.com Inc. will send you a
check for the Buyer's payment of the Offer Price, Seller Counter
Price, or Buyer Counter Price, as applicable less the Seller's
Transaction Fee.
- Nature of Your Counter-Offer. We will send
your counter-offer, if any, via email, or via telephone, to the
Buyer at the email address or phone number provided by the
Buyer. Your counter-offer serves as a rejection of the Buyer's
offer. You acknowledge and agree that if the email address
provided by the Buyer is not accurate or valid, the
counter-offer will not reach the Buyer. If you are using
Certified Offer Service PLUS we will make every attempt to reach
the Buyer either by email, phone or regular mail. Your
counter-offer will remain valid and binding on you for a period
of ten (10) calendar days (fourteen (14) calendar days if you
are using Certified Offer Service PLUS) from the date of your
counter-offer, unless before then the transaction is terminated
by Spiderweb-Solutions.com Inc., or the Buyer accepts, rejects
or makes a counter-offer to your counter-offer (the "Seller
Counter Period"). You may not and will not attempt to revoke
your counter-offer during the Seller Counter Period. Your
counter-offer will automatically terminate upon expiration of
the Seller Counter Period.
- No Changes After Acceptance or
Counter-Offer. You will not attempt to transfer or change the
registrant for the Domain Name after accepting an offer or Buyer
counter-offer, or after making a counter-offer, except as
instructed by Spiderweb-Solutions.com Inc. or if notified by
Spiderweb-Solutions.com Inc. that the Seller Counter Period has
expired.
- Rejection or Termination of Counter-Offer.
If the Buyer rejects your counter-offer or fails to respond to
your counter-offer during the Seller Counter Period, the COS
will immediately terminate.
- Additional Seller Representations and
Warranties. You represent and warrant that as of the time you
accept an offer or a Buyer counter-offer, or make a
counter-offer, you are the current registrant of the Domain Name
(or the current registrant's authorized agent) with full
authority to enter into this agreement and to sell and transfer
the Domain Name to the Buyer as contemplated herein, and that
you have not and will not do anything to change the registrant
or current registrar of the Domain Name except as instructed by
Spiderweb-Solutions.com Inc. or if notified by
Spiderweb-Solutions.com Inc. that the Seller Counter Period has
expired.
- Change of Registrar, Domain Name
Registration, and Registrant Name Change Subject to Service
Agreement. Through the COS, you are applying to transfer, if
applicable, and register the Domain Name with
Spiderweb-Solutions.com Inc. as registrar, and to then transfer
the Domain Name to the Buyer with Spiderweb-Solutions.com Inc.
as the sponsoring registrar. Any successful change of registrar
and registration of the Domain Name with Spiderweb-Solutions.com
Inc., and transfer and subsequent registration of the Domain
Name to the Buyer is governed by the terms and conditions of
this Agreement (which includes the General Terms and Conditions
and the Schedules applicable to domain name registrations,
change of registrar, and registrant name changes).
- Disclosure of Buyer Information. During
the transaction contemplated by the COS, we will not disclose
the identity of the Buyer except as otherwise permitted in this
Agreement.
- Tax Consequences. You agree that you are
responsible for complying with all tax filings, certifications,
notices, rules and regulations, arising out of your actions as a
Seller through the COS, including the payment of any sales, use,
value-added or other taxes, assessed or due in connection with
your receipt of payment of the Offer Price, Seller Counter
Price, or Buyer Counter Price, as applicable, from the Buyer
(through Spiderweb-Solutions.com Inc.) and the filing of any
required forms or returns with the appropriate authorities in
connection therewith.
- Seller Request to Reopen Offer. We may,
but shall not be obligated to, provide you with the opportunity
to request through us that a Buyer reopen an offer for the
Domain Name. In the event a Buyer does in fact reopen an offer,
such an offer will be treated as an initial offer under the
terms of the COS, starting anew the COS process, and that offer
and all subsequent counter-offers, if any, shall be governed
accordingly by the terms and conditions of the Agreement (which
includes but is not limited to this Schedule).
10. Terms Between Buyer and Seller. The following terms
and conditions apply between the Buyer and Seller (unless defined in
this Section, capitalized terms shall have the meaning assigned to
them elsewhere in this Schedule):
- Buyer's Rights and Obligations to Seller.
By making an offer or counter-offer through the COS, the Buyer
offers to pay to the Seller (through Spiderweb-Solutions.com
Inc.) the offer price or Buyer Counter Price conveyed by email
or by telephone to the Seller by Spiderweb-Solutions.com Inc.
through the COS in exchange for the Seller's agreement to
transfer the Domain Name to the Buyer. The Buyer further agrees
to keep the Buyer's offer and any Buyer counter-offer, if any,
open and valid for a period of ten (10) calendar days (fourteen
(14) calendar days if you are using Certified Offer Service
PLUS) from the date of the offer or counter-offer, unless the
offer or counter-offer is accepted or rejected sooner (each an
"Offer Acceptance Period"). If the offer or Buyer counter-offer
is accepted by the Seller within the Offer Acceptance Period in
the manner provided for through the COS, or if the Seller makes
a counter-offer which is accepted by the Buyer within the
Counter-Offer Acceptance Period (defined below) in the manner
provided for through the COS, the Buyer agrees to pay the Seller
the offer price, Seller Counter Price, or Buyer Counter price,
as applicable, by depositing sufficient funds via credit card
with Spiderweb-Solutions.com Inc. or by making payment by wire
transfer to Spiderweb-Solutions.com Inc., to cover the offer
price, Seller Counter Price, or Buyer Counter price, as
applicable, and any Transaction Fee owed by the Buyer to
Spiderweb-Solutions.com Inc., and to take all other steps
described in the COS process and the agreement between Buyer and
Spiderweb-Solutions.com Inc. to permit completion of the
transaction. Buyer agrees that in addition to Seller's other
rights and remedies, Seller shall be permitted to seek a
re-transfer of the Domain Name to Seller if at any time during
or after the transaction provided for through the COS, Buyer
fails to deposit sufficient funds or the Buyer's funds are
determined to be insufficient to pay the payments for which the
Buyer is obligated under the terms of this Schedule, and Buyer
hereby consents to any such re-transfer.
- Seller's Rights and Obligations to Buyer.
By accepting an offer or Buyer counter-offer within the Offer
Acceptance Period, or making a counter-offer through the COS
that is accepted by the Buyer during the Counter-Offer
Acceptance Period (defined below), in either case in the manner
provided for through the COS, the Seller agrees to transfer the
Domain Name to the Buyer (or the Buyer's designee) in exchange
for the Buyer's agreement to pay the Seller and fulfill the
Buyer's other obligations as set forth in 10A above. The Seller
further agrees to keep the Seller's counter-offer, if any, open
and valid for a period of ten (10) days (fourteen (14) calendar
days if you are using Certified Offer Service PLUS) from the
date of the counter-offer, unless the counter-offer is accepted
or rejected sooner (the "Counter-Offer Acceptance Period"). If
the Seller accepts the Buyer's offer or counter-offer, or the
Buyer accepts the Seller's counter-offer, Seller further agrees
to fulfill its obligations described in the COS process and the
agreement between Seller and Spiderweb-Solutions.com Inc. to
permit completion of the transaction, including agreeing to
allow Spiderweb-Solutions.com Inc. to deduct the amount of the
Seller's Transaction Fee from Buyer's payment. The Seller shall
provide the Buyer, upon request by the Buyer, with the
information necessary for the Buyer to fulfill its obligations,
if any, related to tax filings and/or certifications in
connection with the payment being made to Seller hereunder.
- Representations of the Parties to One
Another. The Seller (or the person acting on behalf of the
Seller) represents and warrants to the Buyer, and the Buyer (or
the person acting on behalf of the Buyer) represents and
warrants to the Seller, that he/she/it is authorized to agree to
the terms set forth in this Schedule and to do all things
necessary to complete the transaction contemplated by the COS,
and that he/she/it will take all steps necessary to fulfill
his/her/its obligations to the other party and to
Spiderweb-Solutions.com Inc.
SCHEDULE N TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
HOSTING SERVICES
In addition to the terms and conditions in the General Provisions
and other applicable Schedules in the Agreement, the following
additional terms and conditions shall apply to any and all Services
(as defined below).
1. Description of Service
Spiderweb-Solutions.com Inc. may make available for purchase,
from time to time, a variety of hosting packages, stand-alone
hosting services and optional add-on services, as published on the
Spiderweb-Solutions.com Inc. website (collectively, "Hosting
Services"). Subject to the terms and conditions of this Agreement
(which includes this and all other applicable Schedules) and during
the term of this Agreement, Spiderweb-Solutions.com Inc. agrees to
provide to you the Hosting Services you purchase during the sign-up
process. Spiderweb-Solutions.com Inc. reserves the right to amend
its Hosting Services offerings and to add, delete, suspend or modify
the terms and conditions of the Hosting Services, at any time and
from time to time, and to determine whether and when any such
changes apply to both existing and future customers.
2. Fees and Payment Terms
2.1 Billing for Hosting Services shall be by valid credit card
(acceptable to Spiderweb-Solutions.com Inc.) at the time of purchase
at the fee set forth on our Website. Your monthly and, if you've
selected our "auto-renew" feature, annual payments for Hosting
Services shall be automatically charged to the credit card provided
by you (and acceptable to Spiderweb-Solutions.com Inc.) at the time
of your purchase (with such payments being charged in advance on a
monthly or annual basis, as applicable) each month or annually, as
applicable ("Hosting Services Fee"), and you hereby agree that
Spiderweb-Solutions.com Inc. is authorized to so charge your credit
card. Spiderweb-Solutions.com Inc., in its sole discretion, shall
determine the prices it will charge for the Hosting Services, and
the terms and conditions applicable to the same, and
Spiderweb-Solutions.com Inc. may, upon providing thirty (30) days'
prior written notice to you by email, amend such pricing and/or
terms and conditions. If you do not agree to any such pricing and/or
terms and conditions change(s), you may terminate this Agreement (or
cancel your Hosting Services, as applicable) as provided herein
within such thirty (30) day period; otherwise all such changes shall
thereafter be effective with respect to your account, and you agree
that we are authorized to charge your credit card for any new
Hosting Services Fee, on the next monthly or annual (as applicable)
payment cycle.
2.2 In addition to recurring service fees,
Spiderweb-Solutions.com Inc. may charge set up fees and other
one-time fees for any optional services as set forth on our Website
and/or described in this Schedule (collectively "One-time Fees").
Billing for One-time Fees shall be by valid credit card (acceptable
to Spiderweb-Solutions.com Inc.) at the time of purchase at the
price set forth on our Website. Your One-time Fees shall be
automatically charged to the credit card provided by you (and
acceptable to Spiderweb-Solutions.com Inc.) at the time of your
purchase, and you hereby agree that Spiderweb-Solutions.com Inc. is
authorized to so charge your credit card. Spiderweb-Solutions.com
Inc., in its sole discretion, shall determine the prices it will
charge for all One-time Fees.
2.3 Spiderweb-Solutions.com Inc. will charge you a Processing Fee
if you terminate or cancel any package prior to the completion of
any limited money-back guarantee time period for that package. You
authorize Spiderweb-Solutions.com Inc., in its sole discretion, to
charge the credit card provided by you at the time of your purchase
or forward an invoice to you immediately upon any such termination
or cancellation of an annual Hosting Services package for the amount
of the Processing Fee.
2.4. Spiderweb-Solutions.com Inc. will suspend your account if
you request a chargeback on your credit card for automatic charges
to your credit card for excess data transfer usage (see Section 6
below).
3. Term and Termination
3.1 Term. Your Hosting Services shall be either (i) on a
month-to-month basis for successive monthly periods, (ii) if you
have selected our auto-renew feature, on a year-to-year basis for
successive yearly periods, or (iii) if you have not selected our
auto-renew feature, for a one-time annual period, all unless either
party notifies the other of termination or cancellation in
accordance with this Agreement, and subject to the then-current
terms and conditions of this Agreement at the time of any renewal of
your Hosting Services.
3.2 Cancellation. Subject to your obligation to pay any
applicable Processing Fees, you may cancel your Hosting Services at
any time. To cancel your Hosting Services you must submit your
written notice of cancellation to Spiderweb-Solutions.com Inc. (as
provided herein) and include the following information: (i) Your
Spiderweb-Solutions.com Inc. customer identification number and
username; (ii) the registered domain name, if any, associated with
your Hosting Services; and (iii) your reason for requesting
cancellation. Unless otherwise agreed to in writing (in either paper
or electronic form), your Hosting Services will be canceled as of
the expiration of the monthly billing cycle in which your notice was
received. Unless terminated earlier as provided herein, this
Schedule, and the Agreement if you have no other services with
Spiderweb-Solutions.com Inc., will be terminated as of the
cancellation of your Hosting Services.
3.4 Upon any termination of this Schedule or the Agreement for
any reason, Sections 2, 3.4, 4, 5, 6, and 7 shall survive
termination.
4. Additional Warranty Disclaimers and Limitations of
Liability
4.1 ADDITIONAL DISCLAIMER. SPIDERWEB-SOLUTIONS.COM INC. IS NOT
LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF
ANY DATA TRANSFERRED EITHER TO OR FROM YOU OR STORED BY YOU OR ANY
OF YOUR CUSTOMERS VIA THE SERVICES PROVIDED BY
SPIDERWEB-SOLUTIONS.COM INC.
4.2 Information obtained by you from the Internet may be
inaccurate, offensive or in some cases illegal.
Spiderweb-Solutions.com Inc. has no control over information
contained on the Internet and accepts no responsibility for any
information that you may receive or transmit via the Internet.
4.3 You accept full responsibility to verify the truth and
accuracy, legality and ownership of the information that you
disseminate or display in connection with your use of the Hosting
Services or obtain from the Internet.
4.4 You agree that if Spiderweb-Solutions.com Inc. takes any
corrective action under this Agreement in response to your or your
end users' actions or failures to act, that corrective action may
adversely affect you or your end users and you agree that
Spiderweb-Solutions.com Inc. shall have no liability to you or your
end users due to any corrective action taken by
Spiderweb-Solutions.com Inc.
4.5 You agree that Spiderweb-Solutions.com Inc. has no obligation
to back-up any data related to your website unless
Spiderweb-Solutions.com Inc. expressly agrees otherwise in writing
(or has expressly stated so on our Website). You agree that you will
regularly back-up your data whether or not Spiderweb-Solutions.com
Inc. agrees to or actually does back-up any data.
5. Restrictions on Use
5.1 Spiderweb-Solutions.com Inc. does not intend to and shall
have no obligation to systematically monitor the content that is
submitted, stored, distributed or disseminated by you via the
Hosting Services (the "Content"). Your Content includes content of
your end users and/or users of your website. Accordingly, you are
responsible for your end users' content and all activities on your
website. Spiderweb-Solutions.com Inc., in its sole and exclusive
discretion, may immediately take corrective action, including, but
not limited to, removal of all or a portion of your Content and
suspension and/or termination of your Hosting Services, in the event
of notice of any possible violation of this Agreement or the AUP by
you or your end users. You agree that Spiderweb-Solutions.com Inc.
will have no liability to you or any of your end users due to any
corrective action that Spiderweb-Solutions.com Inc. may take and
that you will not be entitled to a refund of any fees paid in
advance prior to the corrective action. You agree to the additional
restrictions of use for the ancillary services provided by
Spiderweb-Solutions.com Inc. in conjunction with the Hosting
Services that are found in other schedules to this Agreement.
5.2 You warrant that your Content does not violate or infringe
any copyright, trademark, patent or intellectual or other
proprietary property right of any third party or contain any obscene
or libelous material or otherwise violate any law or regulation.
5.3 Your use of networks or computing resources provided to
Spiderweb-Solutions.com Inc. by third party providers and made
available to you as part of the Hosting Services is subject to the
respective permission and usage policies of such third parties. If
you purchase VPS services, you agree to be bound by the terms of the
End User License Agreement located at
http://www.swsoft.com/en/company/eula/.
5.4 You expressly (i) grant to Spiderweb-Solutions.com Inc. a
license to cache the entirety of your Content and your Website,
including content supplied by third parties, hosted by
Spiderweb-Solutions.com Inc. under this Agreement, and (ii) agree
that such caching is not an infringement of any of your intellectual
property rights or any third party's intellectual property rights.
5.5 You agree that you will not exceed the bandwidth or storage
space limits applicable to the Hosting Services purchased, as set
forth on our Website. You agree that if you do exceed either of such
limits, Spiderweb-Solutions.com Inc., in its sole and exclusive
discretion, may immediately take corrective action, including, but
not limited to, assessment of additional fees and/or suspension
and/or termination of your Hosting Services. You agree that
Spiderweb-Solutions.com Inc. will have no liability to you or any of
your end users due to any corrective action that
Spiderweb-Solutions.com Inc. may take and that you will not be
entitled to a refund of any fees paid in advance prior to the
corrective action. In addition, you agree not to use our Hosting
Services primarily as online storage space for archived electronic
files. If we detect that you are using our Hosting Services to
archive files, you agree that Spiderweb-Solutions.com Inc. may
suspend or terminate your Hosting Services without liability.
5.6 For the "Unlimited" shared Hosting Services, there is no
bandwidth or storage space limit. However, "Unlimited" shared
Hosting Services are not intended to support the hosting needs of
large enterprises that require large bandwidth and storage
capabilities. To insure that our shared hosting is reliable and
available for all of our small business users, your usage cannot
adversely affect the performance of other customers' sites. Using
our "Unlimited" shared Hosting Services primarily as online storage
space for archived electronic files is prohibited. You agree that if
your bandwidth and storage space usage adversely affects other
customers on our shared hosting platform, Spiderweb-Solutions.com
Inc. may suspend or terminate your Hosting Services with out
liability.
6. Data Transfer Overage Charges
6.1 You agree that you will not exceed the data transfer
(bandwidth) or storage space limits applicable to the Hosting
Services purchased, as set forth on our Website. You agree that if
you do exceed either of such limits, Spiderweb-Solutions.com Inc.,
in its sole and exclusive discretion, may immediately take
corrective action, including, but not limited to, assessment of
additional fees and/or suspension and/or termination of your Hosting
Services. You agree that Spiderweb-Solutions.com Inc. will have no
liability to you or any of your end users due to any corrective
action that Spiderweb-Solutions.com Inc. may take and that you will
not be entitled to a refund of any fees paid in advance prior to the
corrective action.
6.2. Excess bandwidth usage cannot be purchased by you in
advance.
6.3. If you exceed your data transfer limit in the last 24 hours
of any given month, Spiderweb-Solutions.com Inc. will not charge you
additional fees so long as the data transfer overage does not exceed
25GB.
6.4. For the VPS, you agree that Spiderweb-Solutions.com Inc. may
automatically charge your credit card for the bandwidth overage
fees. You may opt-out of automatic charges to your credit card by
contacting Customer Service. If you opt out of the automatic overage
charges, you risk account suspension if you exceed your allotted
amount.
7. Other Terms and Conditions
7.1 The Hosting Services we provide under this Agreement may
incorporate other products or services that we provide, or products
or services provided by third parties with whom we have a business
relationship ("Additional Services"). Your use of these Additional
Services may be subject to a separate application and/or approval
process and you reaching separate agreements with us or with third
parties. (For example, if you desire to accept credit card payments
through a website you establish via the Hosting Services, your
relationship with the third-party merchant account provider may be
subject to an application and approval process and you reaching a
separate agreement with such provider.) Some of these separate
agreements may require you to pay fees in addition to the fees that
you pay us for the Hosting Services. We will strive to let you know
when your receipt of Additional Services will require you to enter
into a separate agreement, whether with us or with a third-party,
and whether such separate agreement will require you to pay
additional fees. Additionally, depending on the services you elect
to receive, you may be responsible for establishing and maintaining
a commercial banking relationship with a financial institution. The
terms of any such relationship shall be between you and the
financial institution and will not necessarily reflect or
incorporate terms of any agreements we may have with the
institution. Further, you agree that our third party vendors
providing any services as part of the Hosting Services, and their
successors, are intended third-party beneficiaries under this
Agreement and will be entitled to enforce your obligations under
this Agreement. Finally, you acknowledge and agree that other
Schedules in this Agreement may apply to the various services
included in your Hosting Services package (for example, Schedules
related to domain name registration, email, Private Registration,
etc.), and that you have read and you agree to be bound by the
additional terms and conditions in those Schedules.
7.2 You agree that any domain name directory, sub-directory, file
name or path (e.g. ) that does not resolve to an active web page on
your Website being hosted by Spiderweb-Solutions.com Inc., may be
used by Spiderweb-Solutions.com Inc. to place a "parking" page,
"under construction" page, or other temporary page that may include
promotions and advertisements for, and links to,
Spiderweb-Solutions.com Inc.' Website, Spiderweb-Solutions.com Inc.
product and service offerings, third-party Websites, third-party
product and service offerings, and/or Internet search engines. You
agree that Spiderweb-Solutions.com Inc. may change the content
and/or appearance of, or disable any of these temporary pages at any
time, in its sole discretion, and without prior notice.
7.3 For the VPS services, Spiderweb-Solutions.com Inc. may also
offer VPS "Signature" technical support services in addition to
providing its standard support services. VPS Signature Support
Services" are available to assist you with complex technical
functions and issues related to the VPS hosting services and are
available for a fee that will be charged to your credit card based
on the amount of support time used. Spiderweb-Solutions.com Inc.
makes no warranties with respect to any technical support services
provided to you and you are solely responsible for the management of
your VPS hosting system, server software and applications.
SCHEDULE O TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
ONLINE MARKETING SERVICES
In addition to the terms and conditions in the General Provisions
and other applicable Schedules in the Agreement, the following
additional terms and conditions shall apply to any and all purchases
of Online Marketing Services (as defined below).
1. Description of Service
1.1 Spiderweb-Solutions.com Inc. may make available for purchase,
from time to time, a variety of online marketing services, including
online banner advertisement creation and publication, pay per click
search engine advertising, email communication tools, registration
with several World Wide Web search engines and Internet Yellow Pages
Directories (as described on our Website), search engine
optimization, link building, search submissions, keyword
optimization, local, regional and national directory listing and
submission, Website and site map analysis, call-tracking, search
engine optimized press release service, search engine visibility and
premium listings services (collectively, "Online Marketing Services"
or "Services"), as published on the Spiderweb-Solutions.com Inc.
Website. Subject to the terms and conditions of this Agreement
(which includes this and all other applicable Schedules) and during
the term of this Agreement, Spiderweb-Solutions.com Inc. agrees to
provide to you the Online Marketing Services you purchase during the
sign-up process. Spiderweb-Solutions.com Inc. reserves the right to
amend its Online Marketing Services offerings and to add, delete,
suspend or modify the terms and conditions of such Online Marketing
Services, at any time and from time to time, and to determine
whether and when any such changes apply to both existing and future
customers.
1.2 In order to use the Services, you must obtain access to the
Internet/World Wide Web, either directly or through devices that
access Web-based content, and pay any service fees associated with
such access. In addition, you must provide all equipment necessary
to make such connection to the Internet/World Wide Web, including a
computer and modem or other access device.
2. Your Obligations.
2.1 If you provide any information that is untrue, inaccurate,
incomplete or not current, or we have reasonable grounds to suspect
that such information is untrue, inaccurate, incomplete or not
current, Spiderweb-Solutions.com Inc. has the right to suspend or
terminate your account and refuse any and all current or future use
of the Services (or any portion thereof).
2.2 You understand that all information, data, text, software,
music, sound, photographs, graphics, video, messages or other
materials (for purposes of this Schedule, "Content"), whether
publicly posted or privately transmitted, are the sole
responsibility of the person from which such Content originated.
This means that you, and not Spiderweb-Solutions.com Inc., are
entirely responsible for all Content that you upload, post, email or
otherwise transmit via the Online Marketing Services.
2.3 In addition to all other restrictions under this Agreement
and the Acceptable Use Policy, you agree to not use the Online
Marketing Services to upload, post, email or otherwise transmit any
Content that you do not have a right to transmit under any law or
under contractual or fiduciary relationships (such as inside
information, proprietary and confidential information learned or
disclosed as part of employment relationships or under nondisclosure
agreements).
2.4 You acknowledge that Spiderweb-Solutions.com Inc. does not
pre-screen Content, but that Spiderweb-Solutions.com Inc. and its
designees shall have the right (but not the obligation) in their
sole discretion to refuse or move any Content that is available via
the Service. Without limiting the foregoing, Spiderweb-Solutions.com
Inc. and its designees shall have the right to remove any Content
that violates this Agreement or is otherwise objectionable. You
agree that you must evaluate, and bear all risks associated with,
the use of any Content, including any reliance on the accuracy,
completeness, or usefulness of such Content. In this regard, you
acknowledge that you may not rely on any Content created by
Spiderweb-Solutions.com Inc. or submitted to Spiderweb-Solutions.com
Inc.
2.5 You understand that the technical processing and transmission
of the Online Marketing Services, including your Content, may
involve (a) transmissions over various networks; and (b) changes to
conform and adapt to technical requirements of connecting networks
or devices.
2.6 Spiderweb-Solutions.com Inc. reserves the right to reject any
advertisements from entities for any reason, including those
products and/or advertisements deemed to be inappropriate in any
way. This includes advertisements or links to pornography, violence,
vulgar language, dating/personal ad sites, mp3 sites, gambling,
racial/hate promotion, foreign language, etc.
3. Fees and Payment Terms Payment for the Online
Marketing Services selected by you will be on a pre-paid basis, due
and payable at the beginning of the term, and will continue billing
at the beginning of any and all subsequent terms until such time as
you or we terminate the Online Marketing Services. To participate in
the premium listings service (the "Listings Service")(as a part of
the Online Marketing Services and in particular the Paid Search
Advertising Services further defined in Schedule P to this
Agreement), you must be an active, current Spiderweb-Solutions.com
Inc. account holder. You agree to pay us or our third party vendors
for all charges incurred by your use of the Listings Service. For
charges generated through the delivery of clicks to your site, you
will be charged based on actual clicks and pay all charges in US
Dollars. All charges are exclusive of taxes. Charges are solely
based on our (or our third party vendors') click measurements. You
are responsible for paying all taxes and government charges, and
reasonable expenses and attorney fees we incur in any action
associated with the collection of service fees. You agree to submit
any claims or disputes regarding any charge to your account in
writing to us within sixty (60) days of such charge otherwise such
claim or dispute will be waived and such charge will be final and
not subject to challenge.
Any one-time service fees charged to your account and any initial
deposit, the value of which will be credited to your account, are
non-refundable. When your funds on deposit with us fall below the
minimum level for active accounts, defined as 20% of your estimated
monthly click charge for the PPC Services, we will automatically
bill your credit card, charge card, or debit card on file the amount
equal to the minimum monthly amount (defined as your Average Daily
Spend amount multiplied by 30 days), as specified by you during the
Listings Service signup. We reserve the right to change the minimum
level for active accounts at any time. You have the option of
terminating your Listings Service at any time. Such termination of
your Listings Service shall be effective at the end of your normal
30 day billing cycle, or when your funds on deposit are exhausted.
At time of notice of termination, we reserve the right to allocate
any or all of your available funds to any outstanding charges or
fees due us. Upon the effective date of termination, your listings
will be removed from the search engines.
4. Your License. Spiderweb-Solutions.com Inc.
grants you a personal, non-transferable and non-exclusive right and
license to use on a single computer the object code of any software
provided to you by Spiderweb-Solutions.com Inc. in connection with
the Online Marketing Services ("Software"); provided that you do not
(and do not allow any third party to) copy, modify, create a
derivative work of, reverse engineer, reverse assemble or otherwise
attempt to discover any source code, sell, assign, sublicense, grant
a security interest in or otherwise transfer any right in the
Software. You agree not to modify the Software in any manner or
form, or to use modified versions of the Software, including
(without limitation) for the purpose of obtaining unauthorized
access to the Online Marketing Services. You agree not to access the
Online Marketing Services by any means other than through the
interface that is provided by Spiderweb-Solutions.com Inc. for use
in accessing the Online Marketing Services.
5. Specific Restrictions. In certain instances
involving the Online Marketing Services, Spiderweb-Solutions.com
Inc. will perform industry research in order to provide keyword
phrase choices to you. During these research activities,
Spiderweb-Solutions.com Inc. may contact you via email with
information that will require a response. Response will be necessary
for the project to move forward in a timely manner. In these
situations, if a response is not received from the client for more
than 60 days, the project is considered "abandoned" and payment is
surrendered in full. Spiderweb-Solutions.com Inc. will not conduct
any type of intellectual property review or analysis of recommended
keyword phrases and will further conduct no review of any third
party rights to recommended keyword phrases. You agree it is
entirely your responsibility and obligation to conduct an analysis
of any recommended keyword phrases to determine whether any other
party may have any type of rights to the recommended keyword
phrases. Spiderweb-Solutions.com Inc. will not be held liable for
any claims arising out of your choice or lack thereof of recommended
keyword phrases. You agree that you assume all risks for trademark
infringement, brand infringement, intellectual property infringement
or other claims based on your choice of keyword phrases. Any
tutorial that is provided on a 30-minute or 60-minute basis as a
part of the Online Marketing Services is for information purposes
only. These tutorials are one time only and if the tutorial is cut
short for any reason by you prior to the end of the 30-minute or
60-minute session no continuation of the tutorial is permitted.
Spiderweb-Solutions.com Inc. has the right to terminate the tutorial
at the end of either the 30-minute or 60-minute session.
Spiderweb-Solutions.com Inc. may also terminate any tutorial if a
Customer is abusive, makes threats, indicated that the Customer is
involved in unlawful activity or poses a risk in any way to
Spiderweb-Solutions.com Inc.
6. Content. Customer takes full responsibility
for all content suggested or supplied to Spiderweb-Solutions.com
Inc. for inclusion on web document(s), advertisement(s) or any form
of media. Customer is held legally liable for the supplied content
and all Content on Customer's Website, including, but not limited
to, recommended content and content created by
Spiderweb-Solutions.com Inc. for a Customer's Website. Customer
agrees to abide by all local, state, national, and international
laws including, but not limited to, trademarks, patents and
copyrights. Customer agrees to all content created by
Spiderweb-Solutions.com Inc. to be hosted on customer's website for
the purposes of achieving increased search engine visibility.
Customer agrees once the Services begin, additional content may be
added to the site by Spiderweb-Solutions.com Inc. and code may be
adjusted to optimize for search engines. Any requested changes to
graphics, text, web pages, and forms or any other requests extending
outside of the scope of the project (as defined in the pricing
plans) will not be included or considered without advanced payment
of $120/ hour. Customer gives Spiderweb-Solutions.com Inc. full
authority as a part of this service to create, add, delete, revise
or upload content, including approved keywords, onto the Customer's
site in order to optimize your site for search engines.
7. Changes and Alterations to Customer Websites.
In order to keep your website ranking in top search engine or online
positions or to develop, create and build links we prefer to have
full access (read/write permissions) to your Website content as
found on your Website server. This access may be provided in the
form of FTP login credentials, or access credentials to a Content
Management System (CMS) used on your Website. This will allow us to
make any necessary changes to your site to optimize your website for
search engine or online directory rankings. Ongoing access may be
required if the level of service you have purchased includes regular
optimization of your website over time. You agree to allow
Spiderweb-Solutions.com Inc. to perform a complete analysis of your
site, including, but not limited to, its code, text and links. You
further agree that Spiderweb-Solutions.com Inc. may make adjustments
as needed to enable the site, code, text or links to be located by
search engines. Spiderweb-Solutions.com Inc. will make an effort to
work with you to notify you of any modifications, adjustments or
additions that are made to your site during this process.
We must have the ability to optimize the layout and keyword
density of your web pages. If you plan to make any significant
design changes to your site within six months of your Online
Marketing Services (optimization) order, you must notify
Spiderweb-Solutions.com Inc. before work commences. If
Spiderweb-Solutions.com Inc. is not notified, a charge may be
applied for any update of custom pages that you make. In the event
that we are not provided full FTP or CMS access to the Website
server, we will send you the content and any changes and you will be
fully responsible for uploading such content and changes to your
Website.
8. Feedback. Customer agrees to provide via
email to Spiderweb-Solutions.com Inc. approval of the keyword phrase
list within a reasonable period of time (as determined by
Spiderweb-Solutions.com Inc. in its sole discretion and indicated to
you in such email). If feedback is not received by
Spiderweb-Solutions.com Inc. within such time period, you agree that
Spiderweb-Solutions.com Inc. reserves the right to finalize
recommended keywords and Spiderweb-Solutions.com Inc. will not be
held liable for any claims that may arise from the finalization of
the keyword phrases or any additional costs required to extend the
project timeline. You understand and agree that your failure to
respond to the email that contains the recommended keyword phrase
list within the time period outlined in the email is considered an
approval of the recommended keyword phrase list thereby giving
Spiderweb-Solutions.com Inc. the authority to submit and optimize
your site with such keyword phrase(s) contained on the list.
9. Links. You give Spiderweb-Solutions.com Inc.
full authority and rights to your website in order to develop
appropriate links, including but not limited to, the text, content
and placement of links on your site. You give
Spiderweb-Solutions.com Inc. the right to establish an email account
on your behalf for the purpose of communicating with third parties
in order to place links to your site on third party sites. You also
give Spiderweb-Solutions.com Inc. the full authority to contact
third parties by any means to place links on third party sites.
Customer agrees that links that are established by use of the
Services on third party sites may be removed or deleted by third
parties. It is Spiderweb-Solutions.com Inc. intention when it places
links on third party sites for those links to be permanently placed
on such third party sites, but Spiderweb-Solutions.com Inc. can not
control the actions of third parties that may remove or delete a
link that Spiderweb-Solutions.com Inc. has placed. Customer
expressly agrees that Spiderweb-Solutions.com Inc. has no liability
and no responsibility for links to a Customer's site that are
removed or deleted by third parties on third party sites.
Spiderweb-Solutions.com Inc. disclaims all liability for any and all
claims that may arise against Customer or a third party as a result
of a link or the text of a link that is on any site on the internet
or that has been placed on a site as a part of the Services.
Customers understands and agrees that Spiderweb-Solutions.com Inc.
will not conduct any type of intellectual property search, including
trademarks or copyrights, as a part of the Services and therefore
Customer assumes all risks related to intellectual property
infringement or violation of any third party's rights.
10. Press Release Services. The Press Release
Service means the service offered by Spiderweb-Solutions.com Inc. in
creating content that is dispersed through third party press release
distribution channels. As a part of the press release service for
Online Marketing Services you agree to work with
Spiderweb-Solutions.com Inc., answer any questionnaires that may be
sent to you regarding your site and also permit a full analysis of
your site in order for a press release to be written. Upon
finalization of the press release, Spiderweb-Solutions.com Inc. will
submit the press release to certain major internet news sites and
will work to distribute the press release through third parties. The
press release service is dependant on various third parties and
Spiderweb-Solutions.com Inc. is not in any way responsible for the
failure of these third parties to perform in their responsibilities.
11. Refunds, Limitations and Guarantees.
11.1 Due to the nature of online marketing,
Spiderweb-Solutions.com Inc. cannot offer guarantees with its Online
Marketing Services and, as such, all payments are nonrefundable.
11.2 For applicable optimization packages,
Spiderweb-Solutions.com Inc. will work to have your website listed
in top ten listings across multiple search engines. Most engines
will index your site in about three (3) months, but it takes time to
gain popularity and ranking. The search engines included are: AOL®,
AlltheWeb®, AltaVista, Ask.com (formerly known as AskJeeves.com),
Google®, Hotbot®, Lycos®, Live.com (MSN), Netscape®, and Yahoo!®.
Your selection of keyword phrases that are competitive phrases may
impact the ability for your Website to acquire top listings in all
or some search engines. The web is very unpredictable and dynamic.
In no event will Spiderweb-Solutions.com Inc. will be liable for any
damages, for any cause, arising from provided services, including
any lost profit, lost savings, or other incidental or consequential
damages, even if another party has advised Spiderweb-Solutions.com
Inc. of the possibility of such damages, or for any claim.
11.3 Any Website downtime of one day or more will impact your
services as search engines may remove your listing if they cannot
find your site. Cloning your Website after the promotion has been
uploaded will adversely impact your Website's ability to acquire top
listings in search engines because search engines penalize and ban
sites for this practice. Any website that contains adult content is
not eligible for Online Marketing Services.
You may need to use multiple domains for commonly misspelled
versions of your domain name, or for other good domain names that
you do not want your competitors to get. The only way to point
multiple domains to the same website in a search engine friendly
manner is through a 301 redirect. If you have purchased multiple
domains and simply redirect them to the same IP address (website)
without using a 301 redirect, this may be considered by some search
engines to be spam because you're trying to index multiple website
domain names that point to the same physical content on the server.
Doing this will risk a duplicate content penalty in some search
engines.
11. 4. From a search engine perspective, 301 redirects are the
only acceptable way to redirect URLs. If Spiderweb-Solutions.com
Inc. finds that you are not using a 301 redirect to accomplish this
task, your Website may not be able to acquire top listings in search
engines. Search engines will index only your site's main URL, but
will transfer link popularity from the additional domains to the
main one.
11.5 Spiderweb-Solutions.com Inc. does not include the paid
submission fees that some search engines charge for inclusion. We
are not affiliated with these submission services in any way. You
may opt to pay these fees directly to the search engine for
inclusion.
11.6 The press release service is not available for certain types
of sites including pharmacy sites, gambling sites and adult sites.
Spiderweb-Solutions.com Inc. reserves the right to decline any or
all services to any site based upon site content.
11. 7 In order for Spiderweb-Solutions.com Inc. to provide the
best possible search engine optimization services, we need to work
together as a team. You agree that you will let us know if you make
any changes to your website pages, especially the homepage. As the
entrance to your site, this page is critical. You agree to inform us
of any substantial edits or changes to your site within two days.
Search engine optimization fees to repair altered pages are billed
at $120 per hour.
11.8 For each press release to be generated and distributed you
must initiate the Press Release Service by completing a press
release questionnaire sent to you via email. If you do not provide a
completed questionnaire within one year of purchasing the service,
your Press Release Service will expire. If you do not initiate the
Press Release Service with a completed questionnaire and cancel the
Press Release Service prior to expiration, you may be eligible for a
100% refund of your Press Release Service payment. If you do not
initiate the Press Release Service with a completed questionnaire
and cancel the service after expiration, you may be eligible for a
50% refund on the individual retail price (at the time of purchase)
of your unused press releases. We will refund all charges to the
same form of billing you used for your purchase of the Press Release
Service. If you have initiated the Press Release Service by
completing the questionnaire at any time, all payments on that press
release are non-refundable. An expired Press Release Service may be
honored for fulfillment at the discretion of Spiderweb-Solutions.com
Inc.
12. Time Constraints. Unless otherwise specified
in writing by Spiderweb-Solutions.com Inc., all projects will be
considered completed upon delivery of the completion notification
email. Any additional work will be considered out of the scope of
the initial project and subject to hourly charges.
13. Set-up Fees. There are set-up fees related
to the Services that are non-refundable. These and other set-up fees
are required as Spiderweb-Solutions.com Inc. often must pay for
services, software, hardware or labor up front as soon as a Customer
purchases the Services.
14. Additional Fees. Customer agrees that any
additional assistance with the Services will be billed by
Spiderweb-Solutions.com Inc. to the Customer at the rate of
$120/hour. Customer also agrees to pay $120/hour for any changes,
modifications, updates, and optimization alterations that exceed the
scope of the project.
15. Local Search Visibility. In addition to the
other terms of this Agreement and this Schedule O, Customers
understand and agree that Spiderweb-Solutions.com Inc. will offer
applications and other related functionality that will generate or
recommend keyword phrases that the Customer may consider using.
Customer agrees not to abuse such applications by submitting
multiple repeated requests. Spiderweb-Solutions.com Inc. reserves
the right to terminate, suspend, revoke or cancel access to these
and other applications if the Customer abuses them in any way.
Customer also acknowledges and agrees that Spiderweb-Solutions.com
Inc. or any of its partners do not perform any type of intellectual
property search or screen on any recommended keyword phrases.
Consequently, Customer accepts that it assumes all risk and
liability for using recommended keyword phrases that are generated
through provided applications or are otherwise recommended by
Spiderweb-Solutions.com Inc. Spiderweb-Solutions.com Inc. is not
responsible for any claims by any parties involving Customer's use
of recommended keywords that may be in violation of any third
party's rights (including intellectual property rights). Customer
expressly authorizes Spiderweb-Solutions.com Inc. to submit the
Customer's site and information related to such site to search
engines and/or directories and to set the Customer's site for
automatic re-submission to search engines and/or directories at a
frequency determined by Customer updates to their information. If
the submission fails due to errors in the customer's information,
the Customer assumes the responsibility for correcting their
information. Customer expressly understands that the list of search
engines and directories to which Spiderweb-Solutions.com Inc.
submits Customer's site and information related to such site may
change at any time and therefore Customer expressly authorizes
Spiderweb-Solutions.com Inc. to change search engines and/or
directories for submission purposes when the need may arise. From
time to time, Spiderweb-Solutions.com Inc. may make certain search
engine or online directory ranking reports available to a Customer
as part of this service. Such reports may contain inaccurate or
incomplete information and such reports may also not contain updated
information. Spiderweb-Solutions.com Inc. is not responsible for any
errors, omissions or other issues that may arise from such reports
or the submission of Customer's site to any search engine or
directory. If Customer does not want Spiderweb-Solutions.com Inc. to
submit the Customer's site for any reason, Customer must notify
Spiderweb-Solutions.com Inc. by telephone and email. For any Local
Search Visibility package(s), Customers on monthly payment terms
will be billed the monthly fee each month in advance. This method of
billing will apply to all Customers whether or not a Customer's
Website is live.
SCHEDULE P TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
PAID ADVERTISING SERVICES
In addition to the terms and conditions in the General Provisions
and other applicable Schedules in the Agreement, the following
additional terms and conditions shall apply to any and all purchases
of Paid Advertising Services ("Advertising Services") (as defined
below).
1. Description of the Service. For purposes of this
Schedule P to the Service Agreement, the Advertising Services shall
mean the services whereby Customers wishing to advertise and drive
traffic to their Website(s), services or products, pay for
advertisement listings (including targeted local advertising) and/or
phone numbers to appear in the search results generated by
Spiderweb-Solutions.com Inc. and/or its search engine partners in
response to a keyword search term and such advertising campaigns are
managed, tracked and monitored via a platform that provides reports,
lead and call tracking, and in some instances call recording for
sales calls. Paid Advertising includes any advertising which may be
categorized as Pay Per Click Services ("PPC Services"), Pay Per
Impressions Services ("PPM Services"), Pay Per Action Services ("PPA
Services"), and Pay Per Call Services. Advertisements managed
through these Advertising Services may appear on any variety of
media, including but not limited to Internet search engine results.
Other media types include content networks such as online news or
article sites and online video sites, as well as media such as
electronic billboards, mobile devices, radio and television.
Registering for the Spiderweb-Solutions.com Inc. Paid Advertising
Services does not in any way guarantee that all or any of the search
terms ('keywords") submitted will be accepted by
Spiderweb-Solutions.com Inc. or a third party provider.
Spiderweb-Solutions.com Inc. reserves the right, at any time and
from time to time to reject and/or remove any keywords submitted by
Customers as well as grant to other clients' access to those search
terms. As used in this agreement, the terms "Client", "Customer" and
"You" mean you and the company or entity, which you represent. You
agree that Spiderweb-Solutions.com Inc. may exchange information
pertaining to your Advertising Services with third parties
including, but not limited to search engines, in order for
Spiderweb-Solutions.com Inc. to deliver such services for you.
2. Display of Advertisement and Landing Page. Customer
agrees that it shall work with Spiderweb-Solutions.com Inc. on all
of the text, images, video, audio and other data which
Spiderweb-Solutions.com Inc. will use to comprise the advertising
creative that Customer intends to have displayed through the
Advertising Services ("Advertisement") as well as any related
landing page(s). All such references to landing pages in this
Schedule shall also include customer built landing pages by
Spiderweb-Solutions.com Inc. Customer hereby grants to
Spiderweb-Solutions.com Inc. a non-exclusive, royalty-free,
worldwide right and license by all means and in any media to use,
create, reproduce, distribute, modify for technical purposes,
publicly perform, publicly display and digitally perform and render
such Advertisement and any corresponding landing pages and all its
constituent parts across the internet and to submit such
Advertisement to search engines and local listing services. Customer
agrees that it shall bear all responsibility and liability for any
and all claims related to the Advertisement or copy, images, video,
audio, data or text that relate to the Advertisement or landing
page. Customer further agrees that Spiderweb-Solutions.com Inc.
shall have no liability for any and all claims that relate to any
Advertisement, landing page or copy, images, video, audio, data or
text that relate to the Advertisement or landing page. You are fully
responsible for the landing page(s) or the redirect website which
links to your advertisements.
3. Advertising Guidelines. Customer acknowledges and
agrees that in order for Spiderweb-Solutions.com Inc. to maintain
the integrity of the Service and the Advertising Services, Customer
is subject to this Schedule P to the Service Agreement.
Spiderweb-Solutions.com Inc. may, in its sole discretion, reject,
cancel or remove at any time any Advertisement from the Advertising
Services for any reason without prior notice to the Customer.
Spiderweb-Solutions.com Inc. will not be liable in any way for any
rejection, cancellation or removal of any Advertisement. Customer
represents and warrants that: (a) it has all necessary authority to
enter into this Agreement; (b) it has all necessary licenses,
permits, clearances and/or rights to use the Advertisements; (c) it
will comply with all applicable laws; (d) any use and display of the
Advertisements shall not: (i) infringe or violate any patent,
copyright, trademark, service mark, trade secret, or other
intellectual property right of a third party, including any right of
privacy or publicity; (ii) violate any federal, state or local laws
or regulations or foreign laws; (iii) contain material that is
pornographic, obscene, defamatory, libelous, fraudulent, misleading,
threatening, hateful, or racially or ethnically objectionable; (iv)
be likely to result in any consumer fraud, product liability, tort,
breach of contract, injury, damage or harm of any kind to any person
or entity, or (v) contain viruses, Trojan horses, trap doors, back
doors, worms, time bombs, cancelbots or other computer programming
routines that may potentially damage, interfere with, intercept, or
expropriate any system data or personal information.
4. Non-Refundable Setup Fee and Other Fees.
Spiderweb-Solutions.com Inc. will charge Customer a non-refundable
setup fee which may vary according to the Advertising Services
purchased ("Set-up Fee") as well as a monthly management fee and a
monthly budget and such budget shall be determined by the Customer.
Spiderweb-Solutions.com Inc. reserves the right to waive or discount
the Set-up Fee in certain limited instances at the Company's sole
discretion. Spiderweb-Solutions.com Inc. reserves the right to a
mandate that a Customer must have a revolving deposit account while
Spiderweb-Solutions.com Inc. is delivering the Advertising Services.
Any one-time service fees charged to your account and any initial
deposit, the value of which will be credited to your account, are
non-refundable. We will automatically bill your credit card, charge
card, or debit card on file for each month of service in advance.
All monthly accounts require a minimum of a three month commitment
at sign-up.
5. Cancellation; Termination. Spiderweb-Solutions.com Inc.
may at any time terminate the Advertising Services, terminate this
Agreement or cancel any Advertisement and/or landing page.
Spiderweb-Solutions.com Inc. will notify Customer by email of any
such termination or cancellation which shall be effective
immediately. Upon cancellation or termination Customer shall remain
liable for any amounts due for as impressions, clicks, plays, and/or
phone calls already delivered and for clicks on any Advertisements
through the date of such cancellation or termination.
6. Prohibited Uses. Customer agrees not to: (i) generate
fraudulent impressions of or fraudulent clicks on any advertisements
on the Service, including but not limited to using robots or other
automated query tools and/or computer generated search requests,
and/or the fraudulent use of other search optimization services
and/or software; (ii) advertise substances, services, products or
materials that are illegal; (iii) violate any policy posted in the
Acceptable Use Policy; (iv) fraudulently redirect end user including
but not limited to unauthorized use of proprietary rights,
copyrights, trademarks, or service marks in URLs, use of false or
misleading URLs, use of "ghosting", "cloaking", and/or "doorway
pages" methods; or (v) engage in any other illegal or fraudulent
business practices. Spiderweb-Solutions.com Inc. reserves the right
to manually review all creative for quality and relevancy and
reserves the right to refuse any Advertisement or landing page
should Spiderweb-Solutions.com Inc. or a Spiderweb-Solutions.com
Inc. affiliate determine it to be inappropriate or irrelevant for
any reason whatsoever.
Advertising Services is not intended to assist You in engaging in
unlawful or morally objectionable activities.
Spiderweb-Solutions.com Inc.' search engine partners reserve the
right to refuse or remove any URL or web page from a search engine's
index for any reason. Furthermore, Spiderweb-Solutions.com Inc.
explicitly reserves the right to refuse to sell to anybody and the
right to terminate Your license or Your service if it comes to
Spiderweb-Solutions.com Inc.' attention that You are using the PPC
Services to enable or otherwise enhance Your participation in
objectionable activities, which include, but are not limited to, the
following: spamming or churning; activities designed to undermine
the validity and/or credibility of search engine results; activities
designed to defame, embarrass, harm, abuse, threaten, slander or
harass third parties; activities prohibited by the laws of the
United states and/or foreign territories in which You live or access
the Internet; activities designed to encourage unlawful behavior by
others, such as hate crimes, terrorism, inappropriate behavior and
child pornography; activities that are tortuous, vulgar, obscene,
invasive of the privacy of a third party, racially, ethnically, or
otherwise objectionable; activities designed to impersonate the
identity of a third party; or activities designed to harm minors in
any way.
Spiderweb-Solutions.com Inc. reserves the right at its sole
discretion to refuse to sell the Advertising Services for the
following category of sites: pharmacy, gambling and adult sites as
well as any other site that may be in violation of the law.
Spiderweb-Solutions.com Inc. Advertising Services only apply to
English language Websites advertising on US based search engines.
You must have an active, operational and working Website for the
Advertising Services. You agree that any URL or web page you submit
using the Advertising Services must resolve to an operational web
page and may not resolve to a DNS error, a 404 error or other error
message. Your web page must be publicly accessible without the use
of passwords or other access codes. Because of the spidering
technology used in many search engines, your web pages must not
reside on a secure server or use any spider blocking technology. The
description of your web page must be relevant to the page content.
You represent and warrant that Your URL and/or web page(s) do not
infringe the intellectual property rights of any third party. You
further represent and warrant that Spiderweb-Solutions.com Inc., its
search engine and directory partners, and each of them, have the
right and license under any rights or interests You may have in Your
URL and/or web page(s) to publicly perform, publicly display, and
distribute any search listings generated by the PPC Services, and to
copy, modify or manipulate the search listings as necessary to
conform to search engine or local listing standards.
7. Use of Service. Customer agrees to pay all applicable
charges under this Agreement, including any applicable taxes or
charges imposed by any governmental entity. Where applicable for PPC
Services or PPM Services or PPA Services, Customer acknowledges that
Spiderweb-Solutions.com Inc. may change the minimum pricing for bids
on keywords or advertising inventory at any time. If
Spiderweb-Solutions.com Inc., in its sole discretion, believes that
Customer's ability to pay timely is or becomes questionable,
Spiderweb-Solutions.com Inc. may require additional payment in
advance, or may immediately stop serving and displaying Customer's
Advertisements and/or landing pages.
All requested URL links, search terms and descriptions are
subject to Spiderweb-Solutions.com Inc.' approval.
Spiderweb-Solutions.com Inc. reserves the right to reject, cancel or
remove any URL link, search terms and descriptions at any time for
any reason whatsoever.
You agree and understand that your use of the Advertising
Services and related functionality, tools, platform and technology
may be subject to latency, errors, technical issues, unavailability
and incorrect data and information. Also the very nature of the
Advertising Services are dependant on third party services,
including, but not limited to Google® and Yahoo!®, for data and
information and therefore some technical issues and data errors may
be outside the control of Spiderweb-Solutions.com Inc. You also
understand and accept that your use of the Advertising Services may
not result in greater sales, leads and/or Website traffic.
8. Relevancy. You may only submit search terms and
descriptions to Spiderweb-Solutions.com Inc. and the Advertising
Services that are relevant to your Website(s) or to those web
page(s) contained in your Website(s). All search terms and
descriptions submitted are subject to relevancy review by
Spiderweb-Solutions.com Inc., and are subject to removal or
rejection.
9. Trademark Searches. Due to the volume of search
terms/keywords generated through the Advertising Services such as
PPC Services, Spiderweb-Solutions.com Inc. will not perform
trademark searches on search terms/keywords that it recommends.
Spiderweb-Solutions.com Inc. reserves the right to remove or delete
search terms/keywords in the event that a third party demonstrates
to Spiderweb-Solutions.com Inc. that a customer's use of a search
term/keyword may infringe such third party's intellectual property
rights. Spiderweb-Solutions.com Inc. will also not perform trademark
searches on Advertisements and on any landing pages that are
created.
10. Billing. If your budget is used up on any given day,
your campaign will be switched off until sufficient funds are
provided for continued advertising. Because your PPC Services are
managed and allocated at Spiderweb-Solutions.com Inc.' discretion
based upon an optimization strategy matching your business, you may
not see your Advertisement appear on certain advertising networks or
search engines at all times and your results may vary.
Spiderweb-Solutions.com Inc. activates billing for the PPC Services
upon purchase. To receive ad clicks, you must have a live Website.
Lack of a Website will not defer charges or fees for the PPC
services.
11. Temporarily Pausing Your PPC Ad Campaign: PPC Services
include an ongoing PPC advertising campaign that you and your
Spiderweb-Solutions.com Inc. account manager will work together to
launch based on your business needs and available budget. During the
course of your PPC advertising campaign, you may temporarily pause
your campaign during which you will not be charged (1) a monthly
management fee, or (2) your monthly budget amount. You must contact
your Spiderweb-Solutions.com Inc. PPC account manager to request to
pause your PPC advertising campaign and confirm your request via
email. If your campaign remains paused for more than thirty (30)
days, Spiderweb-Solutions.com Inc. reserves the right to terminate
your PPC advertising campaign and account. At
Spiderweb-Solutions.com Inc.' sole discretion,
Spiderweb-Solutions.com Inc. may grant customer requests to pause a
PPC advertising campaign for a period longer than thirty (30) days.
You must reactivate your paused campaign by contacting your
Spiderweb-Solutions.com Inc. account manager.
12. Reporting. From time to time, Spiderweb-Solutions.com
Inc. may make available for Customers who have purchased the
Advertising Services certain reports regarding a number of items,
including, but not limited to, Customer's advertising campaigns,
keywords, bids, clicks, conversions, advertisements, calls, budget
allocations, return on investment for advertising campaigns, click
thru rates, location of leads, etc. These reports may contain
errors, omissions, inaccuracies and incomplete data and information.
You agree that Spiderweb-Solutions.com Inc. will use, when
applicable, the Company's own metrics and analysis for tracking and
calculating click prices delivered, applicable unit prices and all
other traffic measurements and data for the Advertising Services.
You understand and accept that any information and/or data provided
by Spiderweb-Solutions.com Inc. to you for your Advertising Services
may be unavailable from time to time, may not be processed on a
real-time basis and may be subject to the errors or latency of the
internet, Spiderweb-Solutions.com Inc.' and its third party
partners' systems and search engines.
13. Feedback. Customer agrees to provide via email to
Spiderweb-Solutions.com Inc. approval of the keyword phrases list
for the PPC Services. If feedback is not received by
Spiderweb-Solutions.com Inc. within a reasonable period of time (as
determined by Spiderweb-Solutions.com Inc. and indicated to you in
the email), you agree that Spiderweb-Solutions.com Inc. reserves the
right to finalize recommended keywords and Spiderweb-Solutions.com
Inc. will not be held liable for any claims that may arise from the
finalization of the keyword phrases or any additional costs required
to extend the project timeline. You understand and agree that your
failure to respond to the email that contains the recommended
keyword phrase list is considered an approval of the recommended
keyword phrase list thereby giving Spiderweb-Solutions.com Inc. the
authority to commence your advertising campaign(s) and all
associated billing for the PPC Services. You agree that after the
approval of the keyword phrases, Spiderweb-Solutions.com Inc.
reserves the right to restrict and/or reject subsequent changes to
the keyword phrases by the Customer during the term of the PPC
Services.
14. Calls. You give Spiderweb-Solutions.com Inc. and its
partners the express authorization to track and record certain sales
calls (the "Sales Call Recording Feature") that relate to your
advertising campaign as a part of the Advertising Services. You
expressly understand that since these sales calls may be recorded
you will seek out and receive express written authorization to
record these calls from your employees prior to enabling the Sales
Call Recording Feature of the PPC Services. You further agree that
you will maintain records of such express written authorization and
keep those records for at least one year after the authorization is
provided by your employees. You further agree to provide
Spiderweb-Solutions.com Inc. a copy of the signed authorization
forms, if Spiderweb-Solutions.com Inc. requests it from you. You
agree to indemnify and hold Spiderweb-Solutions.com Inc.,
Spiderweb-Solutions.com Inc.' employees and agents harmless from any
and all claims with respect to the Sales Call Recording Feature.
15. Landing Pages. You give Spiderweb-Solutions.com Inc.
express permission to create custom landing pages for your Website
as a part of the Advertising Services and such landing pages may
include some or all of the content on your existing Website along
with links that relate to or are part of Advertisements. You further
agree that Spiderweb-Solutions.com Inc. may revise, edit or delete
certain content in order to create a custom landing page as a part
of the Advertising Services. In the creation of the custom landing
pages, you understand that such custom landing pages may interact in
different ways with third party functionality that relates to or
resides on your Website including, but not limited to, SSL
certificates and third party seals. In some instances the SSL
certificate and/or third party seal(s) for a custom landing page may
be suppressed and not shown in order for the custom landing page to
resolve.
SCHEDULE Q TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
WEBSITE, ECOMMERCE & LOGO DESIGN SERVICES (Design/Develop™)
In addition to the terms and conditions in the General Provisions
and other applicable Schedules in the Agreement, the following
additional terms and conditions shall apply to any and all customer
purchases of Website Design Services, Ecommerce Design Services,
Custom Design Services, Design/Develop™ and Logo Design Services (as
defined below).
1. Description of Website Design Services, Ecommerce Design
Services, Custom Design Services and Logo Design Services
1.1 Spiderweb-Solutions.com Inc. will build a Website, Ecommerce
site and/or design a logo for the Customer (hereinafter referred to
as "you or the "Customer") based upon direction and input provided
to us by you. The Design/Develop™, Website Design Service, Ecommerce
Design Service, and the Logo Design Service may be collectively
referred to as the "Design Services." Subject to the terms and
conditions of this Agreement (which includes this and all other
applicable Schedules) and during the term of this Agreement,
Spiderweb-Solutions.com Inc. agrees to provide to you the Design
Services described on the Spiderweb-Solutions.com Inc. Website and
purchased by you during the sign-up process. Spiderweb-Solutions.com
Inc. reserves the right to amend its Design Services offerings and
to add, delete, suspend or modify the terms and conditions of such
Design Services, at any time and from time to time, and to determine
whether and when any such changes apply to both existing and future
customers.
1.2 Customer hereby grants to Spiderweb-Solutions.com Inc. and
its vendors and subcontractors all necessary rights and licenses
with respect to the Customer's Website or logo created by
Spiderweb-Solutions.com Inc. in order to carry out its obligations
under this Agreement and to make a reasonable number of archival or
back-up copies as deemed necessary by Spiderweb-Solutions.com Inc.
Spiderweb-Solutions.com Inc. is not responsible for archiving
documents, graphic work, physical goods or web pages created for
client or documents, graphic work, physical goods or files which are
mailed, email or faxed to Spiderweb-Solutions.com Inc.
Spiderweb-Solutions.com Inc. is not responsible for returning any
files, documents or physical goods emailed, faxed or mailed to us.
1.3 The Logo Design Service is an offering whereby customers can
request that Spiderweb-Solutions.com Inc. create and design a logo
(each, a "Logo Creative" or "Creative"), revise those Creatives
(each, a "Revised Creative") and obtain responses (each, a
"Response") to those Creatives or Revised Creatives from design
experts retained by Spiderweb-Solutions.com Inc. ("Designers").
Spiderweb-Solutions.com Inc. will provide you, as the Customer, the
service according to the package you have chosen. Your Responses
will be created iteratively through a drafting cycle of Creatives,
Revised Creatives and Responses, ultimately resulting in a final
Response conforming to your various Creative and Revised Creatives.
1.4 The Website Design Service is an offering whereby a Customer
can request that Spiderweb-Solutions.com Inc. assist them with the
design of a Website using Spiderweb-Solutions.com Inc. Website
building tools. Such tools may also include or utilize third party
applications. Our Website building tools use the Joomla® software
application and default templates which are subject to terms and
conditions of the GNU General Public License which can be found at
http://www.gnu.org/licenses/old-licenses/gpl-2.0.html.
Additionally, we use open source plug-ins to accomplish
functionality requests with Joomla! We cannot guarantee these
plug-ins will be supported in all browsers or that they will
continue to function if you update the Joomla version without our
assistance.
1.5. The Ecommerce Design Services is an offering whereby a
Customer can request that Spiderweb-Solutions.com Inc. assist them
with the design of their ecommerce site. If you purchase Ecommerce
Design Services, you agree that you take full responsibility for all
content suggested or supplied to Spiderweb-Solutions.com Inc. for
inclusion on web document(s), advertisement(s) or any form of media.
Customer is held legally liable for the supplied content. Website
1.6. Custom Design Services. As part of the Custom product group,
your design may be dictated by a Statement of Work. This level of
service is an offering whereby a Customer can request that
Spiderweb-Solutions.com Inc. design and create a Website for them
using sophisticated graphics, advanced layouts and other features.
This level of Custom design is not based from and ImageCafe®
template. The Customer will receive a custom Website designed and
developed by Spiderweb-Solutions.com Inc. Although
Spiderweb-Solutions.com Inc. will custom design your Website, your
Website may contain some features and design elements used in other
Websites designed by Spiderweb-Solutions.com Inc. If your design
falls into this group, in addition to the terms and conditions set
forth in this Services Agreement and this Schedule, the Customer
shall be bound by the terms of the Statement of Work which shall be
prepared by Spiderweb-Solutions.com Inc. and mutually agreed to by
Customer and Spiderweb-Solutions.com Inc. The Statement of Work may
contain, but may not be limited to, a list or description of the
services our Designers will provide you as part of the Custom Design
Services, a list of technical, graphic or other special features
that will be incorporated into your Website, the schedule for
delivery of the Final Product, applicable fees and payment schedule,
and a description of any applicable cancellation fee or policy. This
Statement of Work shall become a part of this Services Agreement and
shall be subject to all terms and conditions of the Services
Agreement.
2. Your Obligations. In order for Spiderweb-Solutions.com
Inc. to perform the Design Services in accordance with this
Agreement, you shall be responsible for doing the following:
2.1 Providing Spiderweb-Solutions.com Inc. with all information
requested by Spiderweb-Solutions.com Inc. as well as any custom
images (including, but not limited to, design, pamphlets, brochures,
logos, and other images) that the Customer wishes to use in
connection with development of your Website, ecommerce site or Logo
Creative.
2.2 Contacting Spiderweb-Solutions.com Inc. promptly to make
changes, modifications, and enhancements to your Website, ecommerce
site, or Logo Creative starting from the date of sale.
2.3 Contacting Spiderweb-Solutions.com Inc. promptly with notice
of Customer's decision to cancel or discontinue the Design Services
starting from the date of sale.
2.4 Obtaining Internet connectivity to access your Website, to
send and receive email, and to otherwise access and utilize the
Internet.
2.5 To the extent that Customer gathers any personal information
about visitors to your Website, Customer will not share that
personal information with any third party without first obtaining a
visitor's consent.
2.6 Ensuring that the Website content provided by Customer does
not infringe or violate the Intellectual Property rights (including,
but not limited to, trademarks, trade names, copyrights, patents,
domain registration rights, and trade secrets) or any other right of
any third party (including, but not limited to, rights of privacy
and contractual rights), and acquiring any authorization(s)
necessary to use intellectual property or other proprietary
information of third parties. By using the Design Services, Customer
represents and warrants that any name or word submitted to be used
as all or part of the URL associated with your Website does not
infringe any trademark or domain name rights of any third party.
2.7 Ensuring the accuracy of materials provided to
Spiderweb-Solutions.com Inc., including, without limitation, Website
content, descriptive claims, warranties, guarantees, nature of
business, and contact information for the Customer.
2.8. During any stage of the design process, a designer or
project manager will be working with you to gather information to
start, feedback to revise, or approval to complete your Website.
Prompt response will be necessary for the project to move forward in
a timely manner. If a response is not received from the client for
more than 60 days, the design project is considered "abandoned" and
payment is surrendered in full. Spiderweb-Solutions.com Inc.
reserves the right to charge you a fee for repeated missed
consultations, repeated rescheduling of consultations related to any
Website design work, and/or the reinstatement of your Website design
to an active status if no response has been received from you for 30
days.
2.9. Following the timeline of activities in the ProjectCenter or
those communicated to you via e-mail.
3. Information and Content You Provide. If you provide any
information that is untrue, inaccurate, incomplete or not current,
or we have reasonable grounds to suspect that such information is
untrue, inaccurate, incomplete or not current,
Spiderweb-Solutions.com Inc. has the right to suspend or terminate
your account and refuse any and all current or future use of the
Design Services (or any portion thereof).
4. Non-Interference By You. Customer will use the Design
Services in a manner which does not interfere with or disrupt other
network users, services, or equipment, and Spiderweb-Solutions.com
Inc. reserves the right to terminate or suspend the Design Services
without notice if such interference is determined by
Spiderweb-Solutions.com Inc. to exist. Such interference or
disruption includes, but is not limited to:
4.1 wide-scale distribution of messages, including bulk email or
unsolicited spam email, or wide-scale distribution of messages to
inappropriate mailing lists, newsgroups, or other public or private
forums,
4.2 propagation of computer worms or viruses, and
4.3 use of the network to make unauthorized entry to other
computational, information, or communications devices or resources.
This includes unauthorized security probing activities or other
attempts to evaluate the security integrity of a network or host
system without permission.
5. Unauthorized or Inappropriate Use.
5.1 Spiderweb-Solutions.com Inc. reserves the right to deny,
terminate, or suspend Design Services without notice if, in
Spiderweb-Solutions.com Inc.' sole discretion, the Design Services
are used by Customer in a manner that violates or may violate the
following standards or the AUP, and Spiderweb-Solutions.com Inc.
reserves the right to reject, alter, modify, or remove Customer's
website, website domain name, URL address, or any website content
(including, but not limited to, any language, words, text,
photographs, designs, drawings, graphics, images, symbols, or logos)
which Spiderweb-Solutions.com Inc. in its sole discretion deems to
be in violation of the AUP or (i) an infringement on or a mechanism
designed to facilitate the infringement of a propriety interest of
any third party, including without limitation, any copyright,
trademark, domain registration right, trade secret, or patent right,
or (ii) stating or implying that the Website is placed by
Spiderweb-Solutions.com Inc. or any party with a contractual
relationship with Spiderweb-Solutions.com Inc., or that such parties
endorse the Customer's products or services, or (iii) pornographic
or obscene.
5.2 Spiderweb-Solutions.com Inc. neither sanctions nor permits
hosted site content or the transmission of data that contains
illegal or obscene material or fosters or promotes illegal activity.
Spiderweb-Solutions.com Inc. reserves the right to immediately
suspend or terminate any site 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
Spiderweb-Solutions.com Inc. are an appropriate recompense to
Spiderweb-Solutions.com Inc. 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 Agreement or the AUP,
Spiderweb-Solutions.com Inc. will actively assist and cooperate with
law enforcement agencies and government authorities in collecting
and tendering information about Customer, Customer's website, the
illegal or obscene content, and those persons that may have
inappropriately accessed, acquired, or used the illegal or obscene
content.
6. Additional Indemnification Obligations. In addition to
your indemnification obligations set forth elsewhere in this
Agreement, you agree to defend, indemnify, and hold harmless
Spiderweb-Solutions.com Inc. and each of its officers, directors,
employees, agents, affiliates, co-branders or other partners, and
employees of any of the foregoing, from, against, and in respect of:
(i) any and all losses, damages or deficiencies resulting from any
third party claim in connection with your Website (including, but
not limited to, Website content) or the URL and (ii) all costs and
expenses incident to any and all actions, suits, proceedings,
claims, demands, assessments, or judgments in respect thereof
regardless of the merit thereof, including reasonable legal fees and
expenses (whether incident to the foregoing or to
Spiderweb-Solutions.com Inc.' enforcement of said rights or defense
and indemnity).
7. Ownership of Your Content. With the exception of your
ownership interest in the information, materials, images, photos and
other content that you provide to us for inclusion in your Website,
ownership interest to your Website, including, but not limited to,
the HTML coding, scripting, copyrights, visual layout, appearance
and design and all other intellectual property rights, shall be with
Spiderweb-Solutions.com Inc. and Spiderweb-Solutions.com Inc. grants
you a non-exclusive, revocable license to use these design elements
and related applications. Spiderweb-Solutions.com Inc. shall also
have the right to display your Website on its online properties as
an example of the design work Spiderweb-Solutions.com Inc. is able
to provide for its customers. With respect to Network Solution's
Logo Design Services, the following terms and conditions apply to
ownership rights:
Subject to your compliance with this Service Agreement, you shall
own the final logo work product provided to you by
Spiderweb-Solutions.com Inc. (the "Final Product"). You shall not,
however, own any materials, media or other content generated during
any revision cycles leading up to the Final Product, and
Spiderweb-Solutions.com Inc. expressly reserves all right, title and
interest in and to the same. You acknowledge and hereby grant to
Spiderweb-Solutions.com Inc. a royalty-free, irrevocable exclusive
worldwide right to use Creatives, Revised Creatives, initial artwork
concepts, website mockups, revisions, individual Responses provided
to you, and the Final Product for internal and archival purposes,
and in order to display, market, and promote the
Spiderweb-Solutions.com Inc. Design Services.
Spiderweb-Solutions.com Inc. retains the rights to all artwork
concepts and other content not selected by you. You acknowledge that
your ownership rights under this Service Agreement are limited to
the Final Product, and that no trademarks or service marks in or to
any Final Product are being conveyed under this Service Agreement.
You hereby acknowledge that Spiderweb-Solutions.com Inc. shall have
no obligation or duty to perform trademark, service mark or
copyright searches or inquiries, or the like, in order to validate
the propriety or legality of the Final Product. Accordingly, you are
encouraged to perform your own independent searches with regard to
the Final Product. Furthermore, you acknowledge that
Spiderweb-Solutions.com Inc. shall have no responsibility or
obligation of any kind to assist you in seeking state or federal
intellectual property protection (i.e., without limitation,
trademark or copyright registration) for the Final Product, nor
shall Spiderweb-Solutions.com Inc. be responsible for otherwise
assisting you in any way in your attempt to perfect your rights in
or to the Final Product.
8. Fees and Payment Terms. Fees for the Design Services
selected by you will be on a pre-paid basis, due and payable at the
beginning of the term (meaning at the beginning of the first year
and thereafter at the beginning of each month), unless (at time of
your purchase) we provide you with the ability to pay for the first
year of your subscription on a monthly basis (in which case we will
charge your credit card at the beginning of each monthly period
during your first year subscription) or unless another fee or
payment structure is mutually agreed to by you and
Spiderweb-Solutions.com Inc. in writing, namely, the Statement of
Work. You agree that in the event you terminate your subscription to
the Design Services prior to the completion of your first one-year
commitment, you will not receive a refund of any fees paid and, in
the event we have permitted you to pay on a monthly (or other
payment-over-time) basis, you will be obligated to pay us for the
balance of your total first-year fees (for which you agree we may
charge your credit card on file). After your first year's
subscription, we will continue billing your credit card at the
beginning of any and all subsequent monthly terms until such time as
you or we terminate the Design Services. Spiderweb-Solutions.com
Inc. reserves the right to charge you, and you agree to pay, the
applicable design fees for the Standard Web Design Services upon the
earlier of: the date of publication of your Website, or 60 days
after the date of your purchase of any Standard Web Design Product.
If you purchase a Custom Website Design and Spiderweb-Solutions.com
Inc. has waived your initial design or set up fee or offered you a
discounted set up or design fee, Spiderweb-Solutions.com Inc. shall
have the right to charge you, and you agree to permit
Spiderweb-Solutions.com Inc. to charge your credit card $250.00,
should you choose to cancel the Custom Website Design within 180
days from the date of purchase and after Website design work has
started. In addition, if you request to remove your designed Website
content from our Website builder platform, you agree to pay $25.00
per page. Finally, Spiderweb-Solutions.com Inc. reserves the right
to charge you a fee for repeated missed consultations related to any
Website design work.
9. Suspension and/or Termination. If you breach any term
of this Agreement including, but not limited to, this terms of this
Schedule or the Acceptable Use Policy, Spiderweb-Solutions.com Inc.
may, in its sole and exclusive discretion, suspend or terminate your
Design Services immediately and without notice to you. In addition
to your obligation to pay any set up and applicable fees for the
Design Services, Design Services fees may continue to accrue on
suspended accounts and you will continue to remain responsible for
the payment of any Services fees that accrue during the period of
suspension.
10. Refunds. Refunds are not available for Design Services
once you have approved your design composition and/or selected your
design template. After one (1) year from the date of purchase, no
refunds will be provided.
SCHEDULE R TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
ADDITIONAL TERMS APPLICABLE TO ECOMMERCE SERVICES
In addition to the terms and conditions in the General Provisions
and other applicable Schedules in the Agreement, the following
additional terms and conditions shall apply to any and all purchases
of Ecommerce Services (as defined below).
1. Description of Service. Spiderweb-Solutions.com Inc.
may make available for purchase, from time to time, a variety of
ecommerce packages or stand-alone Ecommerce services, optional
add-on ecommerce services and ecommerce software, as published on
the Spiderweb-Solutions.com Inc. website (collectively, "Ecommerce
Services"). The Ecommerce Services include, but are not limited to,
shopping cart functionality, ecommerce templates, storefront design,
support and hosting, order and payment processing, inventory and
product tracking and management, Website analytical tools and data
integration using MonsterBooks and/or MonsterDataPort.
Spiderweb-Solutions.com Inc. reserves the right to amend its
Ecommerce Services offerings and to add, delete, suspend or modify
the terms and conditions of the Ecommerce Services, at any time and
from time to time, and to determine whether and when any such
changes apply to both existing and future customers.
2. Software License and Proprietary Rights. During the
term of this Agreement, Customer will have a limited, revocable,
non-transferable and non-exclusive license for Customer to use the
Ecommerce Services, including but not limited to any software, and
related documentation solely for Customer to provide business
related services over the internet that are consistent with the
terms and conditions of this Agreement as well as any applicable
state, federal, or international law. Customer agrees that Customer
and its agents will not: (a) sell, lease, transfer, license or
sublicense the Ecommerce Services; (b) modify, change, alter,
translate, create derivative works from, reverse engineer,
disassemble or decompile the Ecommerce Services in any way for any
reason; (c) provide, disclose, divulge or make available to, or
permit use of the Ecommerce Services by any third party; (d) copy or
reproduce all or any part of the Ecommerce Services (except as
expressly provided for herein); (e) interfere, or attempt to
interfere, with the Ecommerce Services in any way; (f) engage in
spamming, mail bombing, spoofing or any other fraudulent, illegal or
unauthorized use of the Ecommerce Services; (g) knowingly introduce
into or transmit through the Ecommerce Services or any other
services any virus, worm, trap door, back door, timer, clock,
counter or other limiting routine, instruction or design; (h)
remove, obscure or alter any copyright notice, trademarks or other
proprietary rights notices affixed to or contained within the
Ecommerce Services; (i) engage in or allow any action involving the
Ecommerce Services that is inconsistent with the terms and
conditions of this Agreement; or (j) cause, assist or permit any
third party to do any of the foregoing. No right, title or interest
of intellectual property or other proprietary rights in and to the
Ecommerce Services and/or other products, services or software made
available under this Agreement is transferred to Customer hereunder.
Spiderweb-Solutions.com Inc., its wholly-owned subsidiaries and
affiliates and its Third Party Licensors (as defined below) retain
all right, title and interests, including, without limitation, all
copyright, trade secret, intellectual property and other proprietary
rights in and to the Ecommerce Services and/or other products,
services or software provided under this Agreement.
3. Audit Rights. If a customer has purchased any
Spiderweb-Solutions.com Inc. software or has obtained FTP access to
the Spiderweb-Solutions.com Inc. software or other Ecommerce
Services, Spiderweb-Solutions.com Inc. shall have the right, during
the term of this Agreement and for a period of six (6) months
thereafter to access Customer's location and files to inspect
Customer's or your agent's use of the Ecommerce Services, as well as
computers and equipment used in connection therewith. Customer shall
cooperate fully with any such audit or inspection. In the event that
any audit shows any misuse, violation or breach of the Ecommerce
Services or this Agreement, Spiderweb-Solutions.com Inc. shall be
entitled to pursue any remedies available to it under this Agreement
or otherwise at law or in equity, and to or suspend, revoke, or
terminate Ecommerce Services if you are still a
Spiderweb-Solutions.com Inc. customer.
4. Availability, Downtime and General Services. In
addition to the provisions in Sections 7 and 8 of this Agreement,
the parties acknowledge that since the Internet is neither owned nor
controlled by any one entity, Spiderweb-Solutions.com Inc. makes no
guarantees that any given user will be able to access the Ecommerce
Services at any given time. Spiderweb-Solutions.com Inc. shall not
be liable to Customer for failure of accessibility to the Ecommerce
Services or any potential or actual losses that Customer may suffer
from Customer's inability to access or use the Ecommerce Services or
your customer's inability to access any websites that may be
supported or hosted by Ecommerce Services. Spiderweb-Solutions.com
Inc. provides all Ecommerce Services and any software related to
those services to the Customer on an "as is" basis and does not
guarantee that the Ecommerce Services or any related software has no
errors, defects or bugs or will function properly. Customer agrees
that Spiderweb-Solutions.com Inc. is not responsible in any way for
any malfunction or downtime in the Ecommerce Services or related
software and any damage, injury or lost profits that may arise from
such malfunction or downtime. Spiderweb-Solutions.com Inc. makes no
guarantee that the Ecommerce Services that the Customer purchases
will operate seamlessly and without error with Customer's own
hardware, software or other services (including third party
products) that Customer currently uses. Spiderweb-Solutions.com Inc.
makes no guarantees regarding system uptime, including but not
limited to, the uptime for hosting a Customer's store(s) on
Spiderweb-Solutions.com Inc. or third party systems. From time to
time, and as may be necessary to maintain such systems and
Spiderweb-Solutions.com Inc. hardware, Spiderweb-Solutions.com Inc.
reserves the right to take its servers and other hardware offline
for repairs, upgrades or routine maintenance. Customer agrees and
understands that Spiderweb-Solutions.com Inc. Ecommerce Services,
including the hosting of a Customer's store, may be dependant on
third party services that Spiderweb-Solutions.com Inc. can not
control. Customer expressly agrees that the availability of those
third party services may impact Customer's Ecommerce Services and
therefore does not hold Spiderweb-Solutions.com Inc. liable for any
actions of a third party that may adversely impact Customer's
Ecommerce Services. Any uptime calculation or percentage that is
provided as a part of the Ecommerce Services does not include
routine maintenance, unexpected downtime caused by network issues or
third party vendors, and occurrences that are outside the control of
Spiderweb-Solutions.com Inc., including but not limited to the Force
Majeure occurrences that are outlined in Section 27 of General
Provisions of this Agreement.
5. Restrictions on Use. You agree that you will not exceed
the bandwidth or storage space limits applicable to the Ecommerce
Services purchased, as set forth on our Website. You agree that if
you do exceed either of such limits, Spiderweb-Solutions.com Inc.,
in its sole and exclusive discretion, may immediately take
corrective action, including, but not limited to, billing plan
adjustment and/or upgrade, assessment of additional fees and/or
suspension and/or termination of your Ecommerce Services. You agree
that if your bandwidth and storage space usage adversely affects
other customers on our shared Ecommerce platform,
Spiderweb-Solutions.com Inc. may adjust your billing plan and/or
suspend or terminate your Ecommerce Services with out liability. You
agree that Spiderweb-Solutions.com Inc. will have no liability to
you or any of your end users due to any corrective action that
Spiderweb-Solutions.com Inc. may take and that you will not be
entitled to a refund of any fees paid in advance prior to the
corrective action.
6. Data Transfer Overage Charges You agree that you will
not exceed the data transfer (bandwidth) or storage space limits
applicable to the Ecommerce Services purchased, as set forth on our
Website. You agree that if you do exceed either of such limits,
Spiderweb-Solutions.com Inc., in its sole and exclusive discretion,
may immediately take corrective action, including, but not limited
to, billing plan adjustment and/or upgrade, assessment of additional
fees and/or suspension and/or termination of your Ecommerce
Services. You agree that Spiderweb-Solutions.com Inc. will have no
liability to you or any of your end users due to any corrective
action that Spiderweb-Solutions.com Inc. may take and that you will
not be entitled to a refund of any fees paid in advance prior to the
corrective action.
7. Bandwidth Fees. Bandwidth overage fees will be incurred
for each Gigabyte (GB) of usage over your allotted plan amount. The
fees are applied by the following scale:
Bandwidth Overage (GB) |
Per GB |
6 - 10 |
$ 1.50 |
11 - 24 |
$ 3.50 |
25 - 60 |
$ 5.00 |
61 - 100 |
$ 7.50 |
Excess bandwidth usage cannot be purchased by you in advance. If
you exceed your data transfer limit in the last 24 hours of any
given month, Spiderweb-Solutions.com Inc. will not charge you
additional fees so long as the data transfer overage does not exceed
25GB. You agree that Spiderweb-Solutions.com Inc. may automatically
charge your credit card for the bandwidth overage fees. You may
opt-out of automatic charges to your credit card by contacting
Customer Service. If you opt out of the automatic overage charges,
you risk account suspension if you exceed your allotted amount.
8. Terms and Conditions of Spiderweb-Solutions.com Inc.'
Licensors. Customer acknowledges and agrees that the Ecommerce
Services are provided, in some cases, by third party Licensors to
Spiderweb-Solutions.com Inc. (hereinafter "Third Party Licensors").
For all Ecommerce Services that are provided by Third Party
Licensors to Spiderweb-Solutions.com Inc., Customer agrees with and
shall abide by all Third Party Licensor terms and conditions, if
any. Such Third Party Licensor terms and conditions are available
upon request (the "Additional Terms and Conditions"). Any Additional
Terms and Conditions are in addition to and supplement the terms and
conditions provided in this Agreement. Customer acknowledges and
agrees that it will be subject to all Additional Terms and
Conditions and that all such Additional Terms and Conditions shall
be incorporated into this Agreement, to the extent those Additional
Terms and Conditions do not conflict with the terms and conditions
of this Agreement, as if set forth fully herein. Customer further
agrees that it will be subject to all Additional Terms and
Conditions where Customer elects to add services to its Ecommerce
Services package.
9. Changes to Spiderweb-Solutions.com Inc. Licensors.
Customer acknowledges that Spiderweb-Solutions.com Inc. may, at its
sole discretion, change any Third Party Licensors that provide
services under this Agreement, or add or delete discrete services
from the Ecommerce Services. In the event that
Spiderweb-Solutions.com Inc. changes Third Party Licensors,
Spiderweb-Solutions.com Inc. may provide Customer with notification
of changes in Third Party Licensors and refer Customer to
information posted on Spiderweb-Solutions.com Inc.' website relative
to that change which shall become Additional Terms and Conditions
for the purposes of this Agreement.
10. Consultation. Any tutorial that is provided on a
60-minute basis as a part of the Ecommerce Services is for
information purposes only. These tutorials are one time only and if
the tutorial is cut short for any reason by you prior to the end of
the 60-minute session no continuation of the tutorial is permitted.
Spiderweb-Solutions.com Inc. has the right to terminate the tutorial
at the end of the 60-minute session. Spiderweb-Solutions.com Inc.
may also terminate any tutorial if a Customer is abusive, makes
threats, indicates that the Customer is involved in unlawful
activity or poses a risk in any way to Spiderweb-Solutions.com Inc.
11. Refund. Refunds for certain Ecommerce Services are
only provided in limited instances and only within the first 30 days
from Customer's purchase of the services. Such refunds are only
permitted where the Customer has taken all actions consistent with
this Agreement and has not taken any action that would void the
30-day trial offer. Refunds will not include a processing fee that
all Customers must pay.
SCHEDULE S TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
MESSAGEGUARD®
In addition to the terms and conditions in the General Provisions
and other applicable Schedules in the Agreement (including, but not
limited to, Schedule H related to the Email Services), the following
additional terms and conditions shall apply to the MessageGuard®
Services (as defined below).
1. Description of Service.
- For Subscribing Users of MessageGuard
Service. Spiderweb-Solutions.com Inc. is providing current
subscribers of the MessageGuard Service with software and/or
other services that provide the ability to encrypt and decrypt
electronic messages and attachments thereto ("MessageGuard
Service").
- For Non-Subscribing Users of MessageGuard
Service. Spiderweb-Solutions.com Inc. is providing
non-subscribing users with access to the MessageGuard Service to
decrypt messages from current MessageGuard Service subscribers
and allow non-subscribing MessageGuard Service users to encrypt
a limited response (non-subscribing MessageGuard Service users
will not be able to send an encrypted response to any email
address not included in the original encrypted message, nor will
the non-subscribing MessageGuard Service user be able to include
an attachment to the encrypted response). The non-subscribing
MessageGuard Service user's ability to the use the MessageGuard
Service is conditioned upon the non-subscribing MessageGuard
Service user having Internet web access and the ability to
support specific secure web sessions including, but not limited
to, a compatible Secure Sockets Layer.
- Equipment and Compatibility Requirements.
You must: (a) provide all necessary compatible equipment and
software including, but not limited to, equipment and software
that supports a compatible electronic mail service; and (b)
provide for your own connection to the Internet and pay any
service fees associated with such connection.
- Further Access and Usage Limits.
Spiderweb-Solutions.com Inc., at any time and in its sole
discretion, may restrict or modify: (a) the size of an
electronic message that the MessageGuard Service will encrypt or
decrypt; and (b) the number of recipient decryptions (i.e. the
number of times a recipient decrypts your encrypted message) for
the messages you encrypt with the MessageGuard Service in a
given time period. Spiderweb-Solutions.com Inc., at any time and
in its sole discretion, may further restrict or modify the
MessageGuard Service's ability to encrypt and decrypt messages
in order to maintain the quality of our services and to protect
our computer systems. Spiderweb-Solutions.com Inc., in its sole
discretion, will determine whether or not your use of the
MessageGuard Service is consistent with this Agreement and any
Spiderweb-Solutions.com Inc. operating rules or policies, and
may suspend or terminate your access to the MessageGuard Service
if your usage is found to be inconsistent with this Agreement or
such rules or policies. The MessageGuard Service is subject to
unscheduled outages that will impact your ability to use the
MessageGuard Service. Spiderweb-Solutions.com Inc. will use
commercially reasonable efforts to restore the MessageGuard
Service after any unscheduled outages.
- Disclaimer of Malware, Viruses and Spam.
Spiderweb-Solutions.com Inc. makes no representations or
warranties that any virus, spam or malware detection service or
software will be able to access the electronic messages that you
encrypt or decrypt with the MessageGuard Service. You
acknowledge and agree that the MessageGuard Service (or any
other encryption technology) may significantly or completely
disable the effectiveness of any spam, computer virus or malware
detection software or service, and that Spiderweb-Solutions.com
Inc. is not responsible or liable to you or any third party with
respect to our MessageGuard Service, your receipt of SPAM,
computer viruses and/or malware, or the transmission of viruses
or malware to your or connected computer systems, networks
and/or email programs.
- Limitation on Encryption Technology. You
acknowledge and agree that the MessageGuard Service is not
guaranteed to be one hundred percent (100%) effective or error
free and may permit unauthorized access to electronic mail
messages and files that have been encrypted or decrypted by the
MessageGuard Service. You acknowledge and agree that
Spiderweb-Solutions.com Inc. shall have no liability to you or
any third party with respect to our MessageGuard Service, your
failure to send or receive an encrypted electronic message or
attachment, or the unauthorized access to your or your intended
recipients' encrypted electronic messages or attachments.
2. Privacy. You acknowledge and agree that nothing will preclude
Spiderweb-Solutions.com Inc. from monitoring, editing or disclosing
the contents of your encrypted electronic messages with third
parties if Spiderweb-Solutions.com Inc. is required to do so by law
or in the good faith belief that such action is necessary to: (a)
conform to the law or comply with legal process served on
Spiderweb-Solutions.com Inc.; (b) protect and defend the rights or
property of Spiderweb-Solutions.com Inc.; (c) determine if you are
violating the Agreement or the Acceptable Use Policy; or (d) act
under exigent circumstances to protect the personal safety of our
customers or the public. You acknowledge and agree that certain
technical processing may be required to encrypt and decrypt
electronic messages and their content. Furthermore, you acknowledge
and agree that Spiderweb-Solutions.com Inc.' current privacy policy
incorporated herein and made part of this Agreement is applicable to
your contact information and that this Schedule's Section 2 does not
modify or amend the Privacy Policy.
3. Your Conduct. You acknowledge and agree that you will be
deemed to be in violation of the Acceptable Use Policy if you use
the MessageGuard Service to encrypt messages that contain: SPAM;
computer viruses; malware; illegal or unlawful content; threatening,
libelous, obscene, harassing or offensive material; or content that
infringes the intellectual property of a third party. You
acknowledge and agree that you will be deemed to be in violation of
the Acceptable Use Policy if you use the MessageGuard Service in any
manner that: (a) violates the Agreement; (b) is in conjunction with
or assists the furthering of a prohibited use of
Spiderweb-Solutions.com Inc.' services as described in the
Acceptable Use Policy; (c) is in conjunction with or assists the
prevention, delay, or circumvention of detecting the prohibited use
of Spiderweb-Solutions.com Inc.' services as described in the
Acceptable Use Policy; or (d) is in conjunction with or assists in
the use of a service provided by another party and the use of that
other service would violate the Acceptable Use Policy if that
service were provided by Spiderweb-Solutions.com Inc.
4. Indemnification by You. In addition to your other obligations
of indemnification under this Agreement, you agree to indemnify,
defend and hold harmless Spiderweb-Solutions.com Inc., its parent
and subsidiary companies, and their respective officers, directors,
members, shareholders, affiliates, agents, employees and assigns
from and against any and all liabilities, claims, damages, costs and
expenses, including reasonable attorneys' fees and expenses,
relating to or arising out of your use of the MessageGuard Service
to encrypt and decrypt electronic messages including, but not
limited to, claims made against Spiderweb-Solutions.com Inc. due to
your use of the MessageGuard Service to encrypt messages that
contain: SPAM; computer viruses; malware; illegal or unlawful
content; threatening, libelous, obscene, harassing or offensive
material; or content that infringes the intellectual property of a
third party.
5. Proprietary Rights. The MessageGuard Service is protected by
copyright laws and international treaty provisions, as well as other
intellectual property laws and treaties. All right, title and
interest in and to the MessageGuard Service, including but not
limited to copyrights, patent rights, trade secrets and other
intellectual property rights, are owned by Spiderweb-Solutions.com
Inc. or its suppliers. All copies and portions of the MessageGuard
Service, in any form, belong to Spiderweb-Solutions.com Inc. or its
suppliers, which retain all rights not expressly granted herein.
Nothing in this Agreement constitutes a waiver of
Spiderweb-Solutions.com Inc.' rights under United States copyright
law or any other law.
6. License. Spiderweb-Solutions.com Inc. grants you a limited,
non-exclusive, non-transferable, revocable license to use the
MessageGuard Service subject to the terms and restrictions set forth
herein ("License"). No license is granted with respect to any rights
to patents, copyrights, trade secrets, trademarks, or any other
rights in respect to the MessageGuard Service. You may not
re-distribute or sublicense the MessageGuard Service.
7. Other Restrictions. You acknowledge and agree that you may not
rent, lend, lease or distribute the MessageGuard Service. You
acknowledge and agree that you may not alter, modify or adapt the
MessageGuard Service or reverse engineer, decompile, disassemble, or
create derivative works from the MessageGuard Service, or allow a
third party to do any of the foregoing, except and only to the
extent that such activity is expressly permitted by applicable law
notwithstanding this limitation or by this License. If you are a
European Union ("EU") resident, information necessary to achieve
interoperability of the MessageGuard Service with other programs
within the meaning of the EU Directive on the Legal Protection of
Computer Programs is available to you upon written request.
Spiderweb-Solutions.com Inc. may terminate this License if you fail
to comply with any of its terms and conditions. In such event, you
must destroy all copies of the MessageGuard Service or any portion
thereof.
8. Export Restrictions. You acknowledge and agree that the
MessageGuard Service is subject to the export control laws and
regulations of the United States, including but not limited to the
Export Administration Regulations ("EAR"), and sanctions regimes of
the U.S. Department of Treasury, Office of Foreign Asset Controls.
You will comply with these laws and regulations. You shall not,
without prior U.S. government authorization, export, reexport, or
transfer the MessageGuard Service, either directly or indirectly, to
any country subject to a U.S. trade embargo (currently Cuba, Iran,
North Korea, Sudan, and Syria) or to any resident or national of any
such country, or to any person or entity listed on the "Entity List"
or "Denied Persons List" maintained by the U.S. Department of
Commerce or the list of "Specifically Designated Nationals and
Blocked Persons" maintained by the U.S. Department of Treasury. In
addition, the MessageGuard Service may not be exported, reexported,
or transferred to an end-user engaged in activities related to
weapons of mass destruction. Such activities include but are not
necessarily limited to activities related to: (1) the design,
development, production, or use of nuclear materials, nuclear
facilities, or nuclear weapons; (2) the design, development,
production, or use of missiles or support of missiles projects; and
(3) the design, development, production, or use of chemical or
biological weapons.
9. United States Government. If the MessageGuard Service is
accessed or used by any agency or other part of the U.S. Government,
you and the U.S. Government acknowledge that (i) the MessageGuard
Service and accompanying materials constitute "commercial computer
software" and "commercial computer software documentation" under
paragraphs 252.227.14 and 252.227.7202 of the DoD Supplement to the
Federal Acquisition Regulations ("DFARS") or any successor
regulations, and the Government is acquiring only the usage rights
specifically granted in this License; (ii) the MessageGuard Service
constitutes "restricted computer software" under paragraph 52.227-19
of the Federal Acquisition Regulations ("FAR") or any successor
regulations and the government's usage rights are defined in this
License and the FAR.
10. Termination by Spiderweb-Solutions.com Inc. You acknowledge
and agree that, in addition to its ability to terminate your
subscription, license and/or use of the MessageGuard Service
pursuant to the Agreement, Spiderweb-Solutions.com Inc. has the
right to terminate immediately your subscription, License and/or use
of the MessageGuard Service if Spiderweb-Solutions.com Inc. has a
good faith belief that your use of MessageGuard services is in a
manner that: (1)may be fraudulent or unauthorized; (2) may subject
Spiderweb-Solutions.com Inc. to a claim by a third party; (3) may
violate any law, Spiderweb-Solutions.com Inc.' policy, or the
Agreement (including this Schedule); (4) may violate any right of a
third party; or (5) may subject Spiderweb-Solutions.com Inc. to
receive a complaint from a third party that you are violating any
law, Spiderweb-Solutions.com Inc.' policy, the Agreement and its
applicable schedules (including, but not limited to, this Schedule),
or any right of a third party.
11. Limitation of Liability/Disclaimer of All Warranties: IN
ADDITION TO YOUR ACKNOWLEDGEMENT AND AGREEMENT TO THE LIMITATION OF
LIABILITIES AND DISCLAIMER OF WARRANTIES CONTAINED IN THE AGREEMENT,
YOU ACKNOWLEDGE AND AGREE THAT SPIDERWEB-SOLUTIONS.COM INC. IS NOT
RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONTENT
CONTAINED IN MESSAGES OR FILES ENCRYPTED BY THE MESSAGEGUARD SERVICE
INCLUDING, BUT NOT LIMITED TO: SPAM; COMPUTER VIRUSES; MALWARE;
ILLEGAL OR UNLAWFUL CONTENT; THREATENING, LIBELOUS, OBSCENE,
HARASSING OR OFFENSIVE MATERIAL; OR ANY CONTENT THAT INFRINGES A
THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. YOU ACKNOWLEDGE AND
AGREE THAT SPIDERWEB-SOLUTIONS.COM INC. IS NOT RESPONSIBLE OR LIABLE
TO YOU OR ANY THIRD PARTY FOR THE TRANSMISSION OF VIRUSES OR MALWARE
TO YOUR OR ANY CONNECTED OR RELATED COMPUTER SYSTEMS, NETWORKS
AND/OR EMAIL PROGRAMS. YOU ACKNOWLEDGE AND AGREE THAT
SPIDERWEB-SOLUTIONS.COM INC. SHALL HAVE NO LIABILITY TO YOU OR ANY
THIRD PARTY WITH RESPECT TO YOUR USE OF THE MESSAGEGUARD SERVICE,
YOUR FAILURE TO SEND OR RECEIVE AN ENCRYPTED ELECTRONIC MESSAGE OR
ATTACHMENT, OR THE UNAUTHORIZED ACCESS TO YOUR OR YOUR INTENDED
RECIPIENTS' ENCRYPTED ELECTRONIC MESSAGES OR ATTACHMENTS. YOU AGREE
THAT YOUR USE OF SPIDERWEB-SOLUTIONS.COM INC.' MESSAGEGUARD SERVICE
IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT ALL OF SUCH SERVICES ARE
PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS.
SPIDERWEB-SOLUTIONS.COM INC. AND ITS LICENSORS EXPRESSLY DISCLAIM
ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER
SPIDERWEB-SOLUTIONS.COM INC. NOR ITS LICENSORS MAKE ANY WARRANTY
THAT THE MESSAGEGUARD SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT
THE MESSAGEGUARD SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR FREE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA
DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MESSAGEGUARD
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 SUCH MATERIAL AND/OR DATA.
YOU ACKNOWLEDGE AND AGREE THAT SPIDERWEB-SOLUTIONS.COM INC.' ENTIRE
LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR
OTHERWISE, WITH RESPECT TO THE MESSAGEGUARD SERVICE PROVIDED UNDER
THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY
LIMITED TO THE AMOUNT YOU PAID FOR THE MESSAGEGUARD SERVICE DURING
THE TERM OF THIS AGREEMENT.
SCHEDULE T TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
ADDITIONAL TERMS APPLICABLE TO WATCHDOG® SECURITY SERVICES
1. Application of Terms
In addition to the terms and conditions set forth in this Service
Agreement, the following additional terms shall apply to the
Subscription Service(s) (as defined herein) for the Safe services
you use, access or purchase (collectively "use") from
Spiderweb-Solutions.com Inc.
2. Definitions and Interpretations
2.1 In this Agreement, unless the context requires otherwise, the
following terms and expressions shall have the following meanings:
"Confidential Information" means all material, data, systems and
other information concerning the operation, business, projections,
market goals, financial affairs, products, services, customers and
intellectual property rights of Spiderweb-Solutions.com Inc. that is
not accessible or known to the general public. Confidential
Information shall include, but not be limited to, any information
which concerns technical details of operation of any of the
Spiderweb-Solutions.com Inc. services and products offered
hereunder.
"Effective Date" means the date when Spiderweb-Solutions.com Inc.
receives the Subscriber's request for Subscription Service set out
in the Enrollment Form and sent to Spiderweb-Solutions.com Inc. via
the online registration process;
"Enrollment Form" means an electronic form on
Spiderweb-Solutions.com Inc.' Website completed by the Subscriber by
providing the Subscriber Data and which identifies the requirements
for the Subscription Service;
"Issue Date" means the date of issue of a Safe Site Seal to the
Subscriber after a successful Website vulnerability scan;
"Performance Monitoring Services" means the
Spiderweb-Solutions.com Inc. program which monitors the availability
and performance of a Subscriber's Website by downloading the
specified Web page on a periodic basis from locations around the
world. This service will also include alerts via email or text
message that may be sent on occasion to a Subscriber if the Web page
is not available or if the download is slow. Weekly reports will
also be available or be sent to Subscriber regarding overall
performance of the Web page.
"Site Seal" shall mean a hyperlinked graphic provided by
Spiderweb-Solutions.com Inc. to a Subscriber for display on the
Subscriber's Website that certifies to visitors to a Subscriber's
Website that the Website has been scanned for vulnerabilities. When
visitors click on the Site Seal, it generally will indicate the date
and time of the last successful vulnerability scan;
"Subscriber" means the entity or organization named on the
Enrollment Form during the online registration process or the
Customer as defined in this Service Agreement;
"Subscriber Data" means information about the Subscriber required
by Spiderweb-Solutions.com Inc. to provide the Subscription Service,
including without limitation, the information which must be provided
by the Subscriber on the Enrollment Form during the online
registration process and updated as such information changes;
"Subscription Services" means the provisioning of the Safe
services, which includes the Vulnerability Scanning Services,
Performance Monitoring Services and the provision of a Site Seal,
and related services as described in this Agreement;
"Subscription Service Period" means the time period during which
your account subscription shall be active commencing on the date of
your registration for the subscription.
"Third Party Data" means data, information or any other materials
(in whatever form) not owned or generated by or on behalf of the
Subscriber;
"Vulnerability Scanning Services" means the
Spiderweb-Solutions.com Inc. program which scans a Subscriber's
Website on a periodic basis to detect whether vulnerabilities exist.
An alert via email or text message will generally be sent by
Spiderweb-Solutions.com Inc. to Subscriber if a severe vulnerability
is detected. Reports will be provided in the Subscriber's Account
Manager detailing certain detected vulnerabilities and the level of
severity for such vulnerabilities.
3. Provisioning the Subscription Service
3.1 Provided that Spiderweb-Solutions.com Inc. is able to
validate, to its satisfaction, the Subscriber Data, and that
Spiderweb-Solutions.com Inc. accepts a Subscriber's application for
the Subscription Service (as such application is set out in the
Enrollment Form), Spiderweb-Solutions.com Inc. shall provide to the
Subscriber the Subscription Service in accordance with the terms of
this Agreement. Notwithstanding the foregoing,
Spiderweb-Solutions.com Inc. reserves the right to refuse a
Subscriber's application at its sole discretion and for any reason.
You expressly agree that as a part of the Subscription Service, you
give Spiderweb-Solutions.com Inc. full authorization to scan your
Website from anywhere in the world in order to monitor such
Website's performance, including, but not limited to the
uptime/downtime and download time for the Website and also to
monitor the Website for vulnerabilities. You also agree to take any
necessary steps to communicate to your hosting provider (if other
than Spiderweb-Solutions.com Inc.) that you have authorized
Spiderweb-Solutions.com Inc. to conduct such scans and request that
your hosting provider permit these scans to occur unimpeded. If your
hosting provider refuses to permit Spiderweb-Solutions.com Inc. to
scan your Website, Spiderweb-Solutions.com Inc. may not be able to
perform the necessary scan of your Website.
3.2 The Subscription Services only serve as a passive conduit to
identify, report and deliver the fix recommendations for various
performance problems and avenues of insecurity or vulnerability in
your Website. While the detailed post scanning reports may contain
recommended fix steps and links to possible solutions if performance
problems and/or vulnerabilities are detected on your system, the
Subscription Services do not, and are not intended to, fix, remedy,
prevent, or eliminate such problems, vulnerabilities and/or other
insecurities. You are solely and ultimately responsible for your
Website's performance and securing and protecting your Website. You
are also solely responsible for taking appropriate steps and all
necessary actions to fix, remedy, prevent or eliminate any
performance or vulnerability issues with your Website and
Spiderweb-Solutions.com Inc. shall have no liability for any
recommended steps that Spiderweb-Solutions.com Inc. offers as a part
of any report provided to you. Spiderweb-Solutions.com Inc. shall
have no responsibility or liability for any vulnerabilities or
performance issues that are detected or that are not detected on
your system. Spiderweb-Solutions.com Inc. shall in no way be
responsible for fixing, remedying, preventing, or eliminating any
problems, vulnerabilities or other insecurities on your system or
your Website.
3.3 Upon successful validation of your Domain Name, you will
receive the automatic, daily vulnerability scans and the performance
monitoring of the selected IP address(es). If your IP address passes
the vulnerability scan, you will be permitted to display the Safe
Site Seal on the Website associated with such IP address. If at any
time the IP address fails the vulnerability scan, you will be given
7 further scheduled scan attempts (or 7 days) to fix the problem
from the time of the first failed test. During this time, you are
permitted to continue displaying the Safe Site Seal on the Website.
If the problem is not fixed within this 7 day period,
Spiderweb-Solutions.com Inc. may revoke or suspend the Safe Site
Seal.
3.4 You acknowledge and agree that Spiderweb-Solutions.com Inc.
may, in its sole and absolute discretion, modify, limit, remove, or
alter the services as it sees fit. Scans, monitoring, verification,
and authentications performed by the Subscription Services and
reports/emails that are part of the Subscription Services may be
removed, modified, or updated by Spiderweb-Solutions.com Inc. at any
time without notice. You expressly agree that
Spiderweb-Solutions.com Inc. shall have no liability to you or any
third parties for taking such action as identified in this
provision.
3.5 You acknowledge and agree that any and all reports that
Spiderweb-Solutions.com Inc. provides to you as a part of the
Subscription Services may contain inaccurate and incomplete
information as to performance and/or vulnerability issues or
proposed fixes and remedies for your Website.
4. Use of the Subscription Service
4.1 The Subscription Service is provided by
Spiderweb-Solutions.com Inc. for the Subscriber's own use and the
Subscriber hereby agrees not to resell or attempt to resell (or
provide in any form whether for consideration or not) the
Subscription Service (or any part of it) to any third party and
shall not allow any third party to use the Subscription Service
without the prior written consent of Spiderweb-Solutions.com Inc.
4.2 The Subscriber shall:
4.2.1 Use or access the Subscription Service only in conjunction
with the Software or other software that may be provided by
Spiderweb-Solutions.com Inc. from time to time or specified by
Spiderweb-Solutions.com Inc. to be appropriate for use in
conjunction with the Subscription Service.
4.2.2 Be responsible, at its own expense, for access to the
Internet and all other communications networks or third party
services (if any) required in order to use the Subscription Service
and for the provision of all computer and telecommunications
equipment and software required to use the Subscription Service
except where expressly provided otherwise herein;
4.2.3 Obtain and keep in force any authorization, permission or
license necessary for the Subscriber to use the Subscription Service
save where Spiderweb-Solutions.com Inc. expressly agrees to obtain
the same under the terms of this Agreement; and
4.2.4 Take all reasonable precautions to prevent any violation
of, loss of control over, or unauthorized disclosure of Confidential
Information relating to the Subscription Service.
5. License of Subscription Service Technology
5.1 Spiderweb-Solutions.com Inc. grants to the Subscriber a
revocable, non-exclusive, non-transferable personal license to use
any Site Seals provided to Subscriber by Spiderweb-Solutions.com
Inc. in accordance with the Subscription Service and any manuals or
other documents relating to the above insofar as is necessary for
the Subscriber to utilize the Subscription Service. The Subscriber
shall not copy or decompile, enhance, adapt or modify or attempt to
do the same to the Site Seals, or any documents or manuals relating
to the same, without Spiderweb-Solutions.com Inc.' prior written
consent.
6. Revocation or Suspension
6.1 Subscriber agrees that Spiderweb-Solutions.com Inc. reserves
the right to revoke or suspend a Subscriber's Site Seal or the
Subscription Services in the event that Spiderweb-Solutions.com Inc.
believe that:
6.1.1 a Subscriber's Site Seal has not been issued in accordance
with the policies set out on the Spiderweb-Solutions.com Inc.
Website;
6.1.2 the Subscriber has requested that its Site Seal be revoked,
terminated or suspended;
6.1.3 Subscriber has violated the provisions of this Agreement,
Spiderweb-Solutions.com Inc. Acceptable Use Policy or any legal or
administrative rule;
6.1.4 the Subscriber Data is no longer correct or accurate, save
that Spiderweb-Solutions.com Inc. has no obligation to monitor or
investigate the accuracy of Subscriber Data after the Issue Date of
that Site Seal;
6.1.5 a third party complaint about the Subscriber or a threat of
litigation against the Subscriber or Spiderweb-Solutions.com Inc.;
or
6.1.6 the Subscriber has used the Subscription Service with third
party software not authorized by Spiderweb-Solutions.com Inc. for
use with the Subscription Service; and Spiderweb-Solutions.com Inc.
may, at its sole discretion, after revocation of a Site Seal,
reissue a Site Seal to the Subscriber or terminate this Agreement in
accordance with the provisions of section 15 herein.
6.2 The Subscriber agrees to discontinue all use of the
Subscriber's Site Seal if the Subscriber's Site Seal is revoked in
accordance with this Agreement, the Subscription Service Period
expires, this Agreement is terminated, or any of the information
constituting the Subscriber Data ceases to remain valid or correct
or otherwise changes.
7. Subscriber Data
7.1 Subscriber acknowledges that in order to provide the
Subscription Service the Selected Subscriber Data shall be embedded
in the Subscriber's Site Seals and the Subscriber hereby consents to
the disclosure to third parties of such selected Subscriber Data
held therein.
7.2 Subscriber hereby grants Spiderweb-Solutions.com Inc.
permission to examine, evaluate, process and in some circumstances
transmit to third parties located outside the United States the
Subscriber Data insofar as is reasonably necessary for
Spiderweb-Solutions.com Inc. to provide the Subscription Service.
7.3 Subscriber acknowledges that Spiderweb-Solutions.com Inc. has
the right to gather information regarding the Subscriber's use of
the Spiderweb-Solutions.com Inc. account or services to guarantee
the proper use of the licenses granted by this Agreement.
8. Subscriber Warranties and Representations
8.1 The Subscriber warrants, represents and undertakes that:
8.1.1 all Subscriber Data is, and any other documents or
information provided by the Subscriber are, and will remain full and
accurate and will not include any information or material (or any
part thereof) the accessing or use of which would be unlawful,
contrary to public interest or otherwise likely to damage the
business or reputation of Spiderweb-Solutions.com Inc. in any way;
8.1.2 you have obtained all licenses and consents necessary to
fully perform its obligations under this Agreement;
8.1.3 you will not use the Subscription Services for any purpose
that is unlawful or is prohibited by these terms, conditions, and
notices. You agree to comply with all rules applicable to you in
your use of the Subscription Services, including all applicable
local, state, national, and international laws and regulations
(including without limitation those governing account collection,
export control, consumer protection, unfair competition,
anti-discrimination of false advertising). You agree: (1) not to use
the Subscription Services for illegal purposes; (2) not to interfere
or disrupt networks connected to the Subscription Services; (3) to
comply with all regulations, policies and procedures of networks
connected to the Subscription Services; (4) not to use the
Subscription Services to infringe any third party's copyright,
patent, trademark, trade secret or other proprietary rights or
rights of publicity or privacy; (5) to not attempt to gain
unauthorized access to other computer systems; and (6) to not
interfere with another subscriber's use and enjoyment of the
Subscription Services or another entity's use and enjoyment of
similar services. If you violate any of these terms, your permission
to use the services automatically terminates;
8.1.4 you will not, directly or indirectly, (1) reproduce, sell,
lease, rent, transfer or exploit for any commercial purposes any
portion of the Subscription Services; (2) modify the Safe logo in
any form, change the data contained within the Safe logo or change
its size; (3) use or display the Safe logo in a manner that is
misleading, defamatory, infringing, libelous, disparaging, obscene
or otherwise objectionable to Spiderweb-Solutions.com Inc. or in a
manner that impairs the rights of Spiderweb-Solutions.com Inc. in
its trademarks or logos; or (4) represent that
Spiderweb-Solutions.com Inc. guarantees your products or services;
and
8.2 Subscriber shall promptly disclose in writing to
Spiderweb-Solutions.com Inc. anything that constitutes a breach of,
or is inconsistent with, any of the warranties and representations
in section 8.1. Subscriber agrees to update the Subscription Data
provided during the registration process as such information
changes. Subscriber acknowledges and agrees that any information
provided that is untrue, inaccurate, or incomplete can result in the
immediate suspension or termination of all rights granted herein in
Spiderweb-Solutions.com Inc.' sole and absolute discretion. If
Spiderweb-Solutions.com Inc. ever finds any information provided to
be untrue, incomplete, or inaccurate or has reason to believe that
any information may be untrue, incomplete, or inaccurate, then
Spiderweb-Solutions.com Inc., in its sole and absolute discretion,
may suspend or terminate your account and refuse and all future use
of the services of Spiderweb-Solutions.com Inc.
8.3 The Subscriber agrees not to make any representations
regarding the Subscription Service to any third party.
8.4 Subscribers acknowledge that they are conducting their
transactions over the Internet. Spiderweb-Solutions.com Inc.
provides its services on the Internet and, as such, they are subject
to the operation of the Internet and the telecommunications
infrastructures as well as the operation of your Internet connection
services, all of which are beyond the control of
Spiderweb-Solutions.com Inc.
9. Termination
If this Agreement is terminated by Spiderweb-Solutions.com Inc.
for any reason, Spiderweb-Solutions.com Inc. may (in the event that
a Subscriber's Site Seal has not already been revoked) revoke the
Subscriber's Site Seal without further notice to the Subscriber and
the Subscriber shall pay any amounts due to Spiderweb-Solutions.com
Inc. under this Agreement. Spiderweb-Solutions.com Inc. shall have
no obligation to refund any payment by the Subscriber to
Spiderweb-Solutions.com Inc. in the event of any termination of this
Agreement. YOU FURTHER AGREE THAT UNDER NO CIRCUMSTANCES WILL
SPIDERWEB-SOLUTIONS.COM INC. BE LIABLE TO THE SUBSCRIBER FOR ANY
LOSS SUFFERED BY THE SUBSCRIBER OR ANY THIRD PARTIES DUE TO USE OF
THE SITE SEAL OR THE SUBSCRIPTION SERVICES.
SCHEDULE U TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
ADDITIONAL TERMS APPLICABLE TO TRANSFERME™ WEBSITE MIGRATION
SERVICE
1. Application of Terms. In addition to the terms and conditions
set forth in this Service Agreement, the following additional terms
shall apply to Service(s) (as defined herein) for the TransferMe™
Website migration service you use, access or purchase (collectively
"use") from Spiderweb-Solutions.com Inc. You agree that each person
listed in your account information as being associated with your
account for any services provided to you is your agent with full
authority to act on your behalf with respect to such services and is
bound by the terms of this Agreement.
2. Accurate Information. The TransferMe service allows you to
transfer your Website from your current hosting provider to
Spiderweb-Solutions.com Inc. which will host your site pursuant to
the hosting terms and conditions set forth in Schedule N above. In
order to migrate your Website to our hosting platform, you must
provide Spiderweb-Solutions.com Inc. with certain information
necessary for us to access your Website. This information shall
include but is not limited to, Internet Protocol (IP) address of
your current server, your File Transfer Protocol (FTP) username and
password, the domain name authorization code, and your email address
and password information. To allow us to move your site to our
hosting platform, you agree to allow us to place scripts on your
site that will allow us to probe for FTP and other data needed to
effectuate the migration of your site.
3. Representations and Warranties. YOU REPRESENT AND WARRANT
THAT: 1) YOU ARE THE OWNER OF ALL OF THE CONTENT ON YOUR WEBSITE
(INCLUDING BUT NOT LIMITED TO THE PHOTOS, COPY, LOGOS, DESIGN
ELEMENTS, DATA FILES AND SITE LAYOUT) ("CONTENT") AND/OR YOU HAVE
THE RIGHTS TO TRANSFER YOUR WEBSITE AND ALL CONTENT FROM YOUR
CURRENT HOSTING PROVIDER TO SPIDERWEB-SOLUTIONS.COM INC.; 2) THAT
TRANSFERRING YOUR WEBSITE TO SPIDERWEB-SOLUTIONS.COM INC. SHALL NOT
VIOLATE THE TERMS AND CONDITIONS OF ANY AGREEMENT YOU HAVE WITH YOUR
CURRENT HOSTING PROVIDER OR THIRD PARTY; 3) YOU HAVE THE RIGHT TO
PROVIDE US WITH THE INFORMATION REQUIRED TO MIGRATE YOUR WEBSITE TO
OUR HOSTING PLATFORM; AND 4) YOUR WEBSITE AND THE CONTENT THEREON:
DOES NOT INFRINGE, MISAPPROPRIATE OR OTHERWISE VIOLATE ANY
COPYRIGHT, PATENT, TRADEMARK, SERVICE MARK, TRADE SECRET OR OTHER
INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY; DOES NOT BREACH THE
RIGHTS OF ANY PERSON OR ENTITY, INCLUDING RIGHTS OF PUBLICITY OR
PRIVACY, AND IS NOT DEFAMATORY; AND DOES NOT RESULT IN CONSUMER
FRAUD (INCLUDING BEING FALSE OR MISLEADING). IF YOU ARE NOT ABLE TO
MAKE ALL OF THESE REPRESENTATIONS AND WARRANTIES, YOU MUST NOTIFY
SPIDERWEB-SOLUTIONS.COM INC. IMMEDIATELY.
4. Indemnity. In addition to the indemnity obligations in Section
9 of the General Provision of this Agreement, you agree to indemnify
and hold harmless the Company, its subsidiaries and affiliates, and
each of their directors, officers, agents, contractors, partners and
employees, from and against any loss, liability, claim, demand,
damages, costs and expenses, including reasonable attorney's fees,
arising out of or in connection with the transfer of your Website
and its Content to our hosting platform, any breach of your
representations and warranties above, or any violation of this
Agreement or of any law or the rights of any third party.
5. Suspension Due to Breach. Spiderweb-Solutions.com Inc., in its
sole and exclusive discretion, may immediately take corrective
action, including, but not limited to, removal of all or a portion
of the Content on your Website and suspension and/or termination of
your Hosting Services, in the event of notice of any possible
violation of this Agreement or the AUP by you or your end users. You
agree that Spiderweb-Solutions.com Inc. will have no liability to
you due to any corrective action that Spiderweb-Solutions.com Inc.
may take and that you will not be entitled to a refund of any fees
paid in advance prior to the corrective action. You agree to the
additional restrictions of use provided by Spiderweb-Solutions.com
Inc. in conjunction with the Hosting Services that are found in
other schedules to this Agreement.
6. Disclaimer of Warranties. IN ADDITION TO THE DISCLAIMER OF
WARRANTIES SET FORTH IN SECTION 8 OF THE GENERAL PROVISIONS OF THIS
AGREEMENT, YOU AGREE THAT YOUR USE OF OUR TRANSFERME WEBSITE
MIGRATION SERVICE IS SOLELY AT YOUR OWN RISK AND THAT SUCH SERVICE
IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY. WE MAKE NO
WARRANTY THAT THE MIGRATION OF YOUR WEBSITE TO OUR HOSTING PLATFORM
WILL BE TIMELY, SECURE, OR ERROR FREE. YOU UNDERSTAND AND AGREE THAT
ANY FILES, DATA, OR CONTENT TRANSFERRED USING OUR SERVICE IS DONE AT
YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS
OF DATA THAT MAY RESULT FROM THE TRANSFER. IN NO EVENT SHALL
SPIDERWEB-SOLUTIONS.COM INC. BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND
WHATSOEVER WITH RESPECT TO THE TRANSFERME WEBSITE MIGRATION SERVICE.
SCHEDULE V TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
ADDITIONAL TERMS APPLICABLE TO FREELANCE LOGO DESIGN SERVICE
1. Definition. The Freelance Logo Design Service is an offering
whereby an individual or entity ("Customer") can create a Design
Contest and invite one or more third party Designers to submit a
logo Design Concept for the provision of a logo Design to the
Customer. The Customer will choose one or more winner(s) of the
Design Contest and these will be the successful recipient(s) of the
Designer Fee. Spiderweb-Solutions.com Inc. will enable the delivery
of the successful logo Design(s) to the Customer through the
Freelance Logo Design Service.
Use of the Freelance Logo Design Service is governed by the
following terms and conditions as well as the designs Service
Agreement:
2. Intellectual Property. Spiderweb-Solutions.com Inc. does not
review any Designs. Customer and Designer assume all risks
associated with the Designs including but not limited to potential
for infringement of a third party's trademark, copyright, or other
intellectual property rights. Spiderweb-Solutions.com Inc. does not
own any intellectual property rights to the Designs submitted by
Designers for participation in a Design Contest.
Spiderweb-Solutions.com Inc. will not act as a moderator or
adjudicator with respect to any claim by Customer, Designer, or
another third party that a Design or other content submitted
infringes any Intellectual Property Rights of a Customer, Designer,
or a third party. Spiderweb-Solutions.com Inc. will not be liable or
responsible for any breach by a Customer or Designer of any
Intellectual Property Rights held by a third party in relation to
any Design Contest, Design, or Design Concept or other use of the
Freelance Logo Design Service.
3. Separate Agreement Between Customer and Designer. Once a
Customer selects a winning Design Concept, the Customer and the
Designer will be deemed to have entered into a separate binding IP
Transfer Agreement. Spiderweb-Solutions.com Inc. will not be a party
to this separate agreement and will have no liability whatsoever
with respect to the terms and conditions of this agreement including
but not limited to the performance or failure to perform by a
Customer or Designer under the terms of the IP Transfer Agreement.
4. Additional Indemnification Obligations. In addition to the
indemnification obligations set forth elsewhere in this
Spiderweb-Solutions.com Inc. Service Agreement and the designs
Service Agreement, Customer and Designer agree to defend, indemnify,
and hold harmless Spiderweb-Solutions.com Inc. and each of its
officers, directors, employees, agents, affiliates, co-branders or
other partners, and employees of any of the foregoing, from,
against, and in respect of: (i) any and all losses, damages or
deficiencies resulting from any third party claim in connection with
a submitted Design or modifications made to a Design; (ii) any
breach by Customer or Designer of any representation, warranty or
term of the designs Service Agreement or Spiderweb-Solutions.com
Inc. Service Agreement; (iii) any acts or omissions described in
clause 9.1 of the designs Service Agreement; (iv) any breach by
Customer or Designer of obligations to a third party including
another Customer or Designer; and (v) all costs and expenses
incident to any and all actions, suits, proceedings, claims,
demands, assessments, or judgments in respect thereof regardless of
the merit thereof, including reasonable legal fees and expenses
(whether incident to the foregoing or to Spiderweb-Solutions.com
Inc.' enforcement of said rights or defense and indemnity).
5. Designs Service Agreement. Customer and Designer agree that
Spiderweb-Solutions.com Inc. is an intended third party beneficiary
of the designs Service Agreement and retains all rights to enforce
the terms and conditions in the designs Service Agreement in the
same capacity as designs. Customer and Designer expressly agree that
Spiderweb-Solutions.com Inc. retains all the rights that designs
maintains under the designs Service Agreement.
6. Refunds. Spiderweb-Solutions.com Inc. has no obligation to
provide a refund with respect to the Freelance Logo Design Service.
SCHEDULE W TO SPIDERWEB-SOLUTIONS.COM INC. SERVICE AGREEMENT
FREE WEBSITE PACKAGE
In addition to the terms
and conditions in the General Provisions and other applicable
Schedules in the Agreement, the following additional terms and
conditions shall apply to any Spiderweb-Solutions.com Inc. Free
Website Package.
1. Description of Service
Spiderweb-Solutions.com Inc. may make available, from time to time,
a free website package that contains a third level domain name, a
Website Builder Tool, Web Hosting Service, and one e-mail box.
Spiderweb-Solutions.com Inc. reserves the right to amend the
products and the services in its free website package and to
determine when any such changes apply to both existing and future
customers.
2. Third Level Domain Name and Website Template
Restrictions
2.1. When you select a free website package, you will be able to
choose a domain name that is a third level domain name, e.g. one
that is based upon a domain name that is already registered to, and
controlled by, Spiderweb-Solutions.com Inc. (For example: "YourName.mynetworksolutions.com").
Because your domain name is based upon a Spiderweb-Solutions.com
Inc. second level domain name hosted by Spiderweb-Solutions.com
Inc., your domain name cannot be transferred to another registrar or
to another website hosting company.
2.2. In addition to the restriction on transferability, you also
cannot point the third level domain to any website other than the
one you develop as part of the free website package.
2.3. When you select a third level domain name with us, you agree to
be bound by our current domain name dispute policy that is
referenced in Schedule A, Sections 5, 6,and 7. Again, the current
version of the domain name dispute policy may be found at our
Website:
http://www.icann.org/dndr/udrp/policy.htm. You also agree that,
if your use of a particular domain name is challenged by a third
party, you will be subject to the provisions specified in our
dispute policy. For the adjudication of any disputes brought by a
third party against you concerning or arising from your use of a
domain name registered with us you (but not Spiderweb-Solutions.com
Inc.) agree to submit to subject matter jurisdiction, personal
jurisdiction and venue of the United States District Court of Fort
Pierce Florida. You agree that in the event a domain name dispute
arises with any third party, you will indemnify and hold us harmless
pursuant to the terms and conditions set forth in the General
Provisions of this Agreement.
2.4. Other terms of Schedules A, H, K, N, and O shall also apply to
the free website package.
3. Advertising
3.1 You acknowledge and agree that prior to publication of your free
website, your third level domain name may resolve to an "under
construction" or similar temporary Web page ("Under Construction
Page"), and that Spiderweb-Solutions.com Inc. may place on any such
Under Construction Page promotions and advertisements for, and links
to, Spiderweb-Solutions.com Inc.' Website, Spiderweb-Solutions.com
Inc. product and service offerings.
3.2. Also, you agree that Spiderweb-Solutions.com Inc. may place
advertisements for, and links to, Spiderweb-Solutions.com Inc.'
Website, Spiderweb-Solutions.com Inc. product and service offerings,
third-party Websites or third-party product and service offerings at
the bottom of your published Web Site and at the bottom of e-mails
you send using the e-mail service provided with the free website
package.
4. RESTRICTIONS ON USE
4.1 . You agree that you will not exceed the bandwidth or storage
space limits applicable to the Web Hosting Services offered as part
of the Free Website Package as set forth on our Website. You agree
that if you do exceed either of such limits, Spiderweb-Solutions.com
Inc., in its sole and exclusive discretion, may immediately take
corrective action, including, but not limited to, assessment of fees
and/or suspension and/or termination of your Web Hosting Services.
You agree that Spiderweb-Solutions.com Inc. will have no liability
to you or any of your end users due to any corrective action that
Spiderweb-Solutions.com Inc. may take. In addition, you agree not to
use our Web Hosting Services offered as part of the Free Website
Package primarily as online storage space for archived electronic
files. If we detect that you are using our Web Hosting Services to
archive files, you agree that Spiderweb-Solutions.com Inc. may
suspend or terminate your Free Website Package without liability.
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