Terms And Conditions
DEFINITION OF TERMS
• KLIPPENBURG - KLIPPENBURG, LLC, a Limited Liability Company, located at PO Box 7663. Wilmington, NC 28406.
• CLIENT - Any individual, company, LLC or other entity utilizing the services of KLIPPENBURG.
• CONTRACT - An agreement made between KLIPPENBURG and CLIENT, whether written or by email or fax.
1. A CLIENT engages KLIPPENBURG as an independent contractor for a specific project either in writing or via email. When necessary, the CLIENT authorizes KLIPPENBURG to access their ISP account, and authorizes the ISP to provide KLIPPENBURG with any necessary "write permission" for the CLIENT’s web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The CLIENT also authorizes KLIPPENBURG to publicize their completed website to Web search engines, as well as other Web directories and indexes.
1. KLIPPENBURG represents and warrants to the CLIENT that it has the experience and ability to perform the services required in any agreed upon CONTRACT; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this CONTRACT; and that its performance of any CONTRACT shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws. However, CLIENT will not determine or exercise control as to general procedures or formats necessary to have these services meet CLIENT’s satisfaction
2. The CLIENT represents and warrants to KLIPPENBURG that it will provide CLIENT materials as required in a professional, competent and timely manner; that it has the power to enter into this Agreement on behalf of CLIENT; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws.
C. Standard Products and Services
1. WEB SITE DEVELOPMENT: Unless otherwise stipulated in the CONTRACT, the standard website development as defined through KLIPPENBURG is as follows:
1. E-mail/phone consultation. (Initial planning/development consultation is free)
2. Additional education and consultation is at our hourly rate of $75.00.
3. Text. Final text shall be supplied by the CLIENT
4. Installation of Web pages on the CLIENT’s ISP host computer.
5. For KLIPPENBURG customizations, a maximum of two revisions will be included at no extra cost to create the look and feel that is desired. Further revisions will be billed at the normal hourly rate of $75.00.
2. WEB HOSTING: Unless otherwise stipulated in the CONTRACT, the standard website hosting as defined through KLIPPENBURG is as follows:
1. As an Internet World Wide Web service provider, KLIPPENBURG provides a server computer that is integrated into the Internet. This server computer will send and receive information as related to the World Wide Web. The CLIENT will be connected to and utilize the hardware and software facilities of KLIPPENBURG to establish an Internet web site.
2. Included in the web site hosting package is 1 email account with access to an SMTP server for outgoing emails and POP3 and forwarded email addresses for incoming emails. Additionally included is a web-based password-protected email application for sending & retrieving emails.
3. Website hosting includes features and restrictions as found in this document which may be updated from time to time.
4. Website hosting runs as stipulated from the beginning of the contract for a period of three months known as quarterly or twelve months known as annually, at which time it will be automatically renewed for each subsequent quarter or year under the same agreement and cost set forth in these terms. Non-payment of hosting fees are grounds for disconnection of services until such time that payment in full has been made.
5. The sending of spam, or Unsolicited Bulk Email (UBE), is not permitted on accounts hosted or managed by KLIPPENBURG. Violation is grounds for immediate termination of hosting service.
6. KLIPPENBURG respects the Internet's freedom of open communication. However, per our wishes and for the benefit of our customers, KLIPPENBURG web design and hosting agreements do not allow:
1. Pornographic or obscene material.
2. Spamming or bulk, unsolicited email (UCE).
3. Activities that are illegal in the United States.
4. Activities that we deem inappropriate, offensive, or in bad taste.
We reserve the right to determine the makeup of our customer roster based upon these criteria.
3. DOMAIN NAMES:
1. Domain name search and advice. If a domain name is needed, KLIPPENBURG may suggest appropriate names and direct CLIENT to location such as KLIPPENBURG.biz to do a search to ascertain the availability of those names. The determination of a domain name’s availability does NOT guarantee it will be still available at the time of registration.
2. Domain name registration or transfer. If needed, KLIPPENBURG will assist CLIENT to complete the necessary forms to register or transfer a domain name as selected by the CLIENT. Although KLIPPENBURG will assist in submitting forms to register a requested domain name in a timely fashion, KLIPPENBURG does not guarantee the availability of any domain name.
3. If CLIENT wishes KLIPPENBURG to maintain the domain name records through KLIPPENBURG’s registry, KLIPPENBURG will use KLIPPENBURG’s contact information for Admin and Technical contact. This does not indicate that KLIPPENBURG has any ownership rights to the domain name. As long as the name is paid for by the CLIENT, it is owned by the CLIENT (or other stipulated parties), and upon written request by CLIENT will be relinquished to CLIENT at any time. Upon non-payment of domain name for a period of 60 days, CLIENT relinquishes any ownership of domain name and said domain name may be used by KLIPPENBURG in any manner deemed appropriate.
4. The sending of spam, or Unsolicited Bulk Email (UBE), is not permitted from domain names managed by KLIPPENBURG. Violation is grounds for immediate termination of service.
4. UPDATES, REPAIRS & MAINTENANCE:
1. Any agreed upon work by KLIPPENBURG to update, repair, or maintain a currently existing web site will be assessed at the hourly rate of $75.00 unless otherwise stipulated in the CONTRACT.
1. All services agreed to by CONTRACT, shall be sold for the price specified or otherwise at the normal hourly rate of $75. Payment shall be by cash, check, or money order, in US dollars, and made payable to “KLIPPENBURG, LLC”.
E. Payment Terms.
Unless otherwise stated in the CONTRACT, the following standard terms apply.
1. CUSTOM WEB DESIGN:
A minimum deposit of fifty percent (50%) of the design cost and the total amount of hosting is required to commence work. The site will then be put online on a draft directory of the CLIENT’s ISP or of KLIPPENBURG for the CLIENT’s viewing. During this proofing stage, typographical errors, design changes, and other corrections will be made according to the instructions of the CLIENT. The web hosting time frame begins when the initial deposit is made and the draft site is put on-line. Payment for the site must be made in full before the site will be moved to the main directory of the CLIENT’s ISP. Should CLIENT delay in approving or requesting modifications in draft for a period exceeding 60 days after submission of draft by KLIPPENBURG, final contract balance to KLIPPENBURG will become due and payable. KLIPPENBURG will still be responsible for completion of the web site as stipulated unless CLIENT’s delay exceeds 180 days (six months) beyond invoicing for final payment.
2. WEB HOSTING:
Web hosting is paid quarterly or annually as specified, in advance unless otherwise stipulated in the CONTRACT. Invoices are sent out at least 30 days before the end of the hosting term. Renewal of hosting agreement is automatic unless CLIENT stipulates an end date in writing. No refund is available for unused hosting terms.
3. DOMAIN NAMES:
Domain name registration is paid annually in advance unless otherwise stipulated in CONTRACT. Invoices are sent out 30-60 days before the renewal. Renewal of a domain name is automatic unless CLIENT stipulates an end date in writing. No refund is available for renewed domain names.
4. UPDATES, REPAIRS, & MAINTENANCE:
Updates, Repairs, & Maintenance work is paid in advance when so stipulated. Otherwise, if other terms have not been agreed upon, time spent will be tracked by KLIPPENBURG and an invoice at the normal hourly rate will be submitted to CLIENT for payment within 30 days.
F. Completion Date.
1. KLIPPENBURG and the CLIENT must work together to complete any agreed upon CONTRACT in a timely manner. Much of this depends on receiving the appropriate images and text from the CLIENT. Both parties agree to work expeditiously to complete any CONTRACT in a professional and timely fashion.
G. Assignment of Project.
1. KLIPPENBURG reserves the right to assign subcontractors to any project to insure the right fit for the job as well as on-time completion. KLIPPENBURG will be responsible for the final results of the project.
H. Copyrights and Trademarks.
1. The CLIENT represents to KLIPPENBURG and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to KLIPPENBURG for inclusion in Web pages are owned by the CLIENT, or that the CLIENT has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend KLIPPENBURG and its subcontractors from any claim or suit arising from the use of such elements furnished by the CLIENT.
1. CLIENT must be at least 18 years of age.
J. Limited Liability
1. CLIENT hereby agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service or Host Server. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, fraudulent material, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel.
2. CLIENT hereby agrees to indemnify and hold harmless KLIPPENBURG from any claim resulting from CLIENT’s publication of material or use of those materials. CLIENT hereby agrees to indemnify and hold harmless KLIPPENBURG in any claim resulting from the submission of illegal materials.
3. If KLIPPENBURG shall acquire an Internet Domain Name on behalf of the CLIENT, then in such case CLIENT hereby waives any and all claims which it may have against KLIPPENBURG, for any loss, damage, claim or expense arising out of or in relation to the registration of such Domain Name in any on-line or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of the providing of this service by KLIPPENBURG for any reason.
4. Under no circumstances, including negligence, shall KLIPPENBURG, its offices, agents or anyone else involved in creating, producing or distributing it’s services, be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use KLIPPENBURG’s services; or that results from mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to KLIPPENBURG’s records, programs or services. Client maintains sole responsibility for data backups and restoration. CLIENT hereby acknowledges that this paragraph shall apply to all content on KLIPPENBURG’s services.
5. Notwithstanding the above, CLIENT’s exclusive remedies for all damages, losses and causes of actions whether in CONTRACT, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of the CONTRACT and any reasonable attorney’s fee and court costs.
1. CLIENT agrees that it shall defend, indemnify, save and hold KLIPPENBURG harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, ("Liabilities") asserted against KLIPPENBURG, agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sole by CLIENT, its agents, employee or assigns. CLIENT agrees to defend, indemnify and hold harmless KLIPPENBURG against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with KLIPPENBURG’s service, any material supplied by CLIENT infringing on the proprietary rights of a third party, copyright infringement, and any defective product which CLIENT has sold on a Web site.
L. Laws Affecting Electronic Commerce.
1. The CLIENT agrees that the CLIENT is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend KLIPPENBURG and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the CLIENT’s use of Internet electronic commerce.
2. Although KLIPPENBURG will assist and advise in the setup use of credit cards transactions on-line when so contracted, it is solely the responsibility of the CLIENT to be aware of security issues involved in the acceptance of credit cards and other forms of monetary transactions via the Internet.
M. Copyright to Web Pages
1. Copyright to any finished assembled work produced by KLIPPENBURG is owned by KLIPPENBURG until final payment of CONTRACT has been made. Upon payment in full KLIPPENBURG relinquishes copyright of the design, graphics, and text contained in the finished assembled website that are owned by KLIPPENBURG.
2. Materials not owned by KLIPPENBURG remain the property of their respective owners.
3. Rights to photos and graphics not used in the finished product as well as source code, work-up files, and computer programs are specifically not transferred to the CLIENT.
4. Unless otherwise stipulated, KLIPPENBURG and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
N. Authorship Credit.
1. CLIENT may select that KLIPPENBURG includes a byline and link on the bottom of their Web Page establishing authorship credit. This byline is upon agreement by both CLIENT and KLIPPENBURG and must be removed at any time upon written request by KLIPPENBURG.
2. [Added 4/30/09] AUTHORIZE.NET and the Authorize.Net logo on KLIPPENBURG.com are trademarks of Lightbridge, Inc.”. Other logos on KLIPPENBURG.com site or in KLIPPENBURG, LLC works may not be used without permission by their respective owner.
1. KLIPPENBURG, its employees and subcontractors agree that, except as directed by CLIENT, it will not at any time during or after the term of this CONTRACT disclose any Confidential Information to any person whatsoever.
1. In the event that work is postponed or cancelled at the request of the Client by registered letter, KLIPPENBURG shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under any CONTRACT. If additional payment is due, this shall be payable within thirty days of the Client’s notification to stop work. In the event of cancellation, the CLIENT shall also pay any expenses incurred by KLIPPENBURG and KLIPPENBURG shall own all rights to the Work. The CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment.
1. Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of any CONTRACT shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon Arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The CLIENT shall pay all arbitration and court costs, reasonable attorney’s fees and legal interest on any award or judgment in favor of KLIPPENBURG.
R. Payment of Fees.
1. In order for KLIPPENBURG to remain in business, payments must be made promptly. Invoices are due upon receipt. Delinquent bills are any amounts not paid within 30 days of invoicing and will be assessed a late charge of 5% for each month of delinquency. KLIPPENBURG reserves the right to remove Web pages from viewing on the Internet until final payment is made. In case collection proves necessary, the CLIENT agrees to pay all fees incurred by that process. Regardless of the place of agreement of any CONTRACT, the CLIENT agrees that for purposes of venue, any CONTRACT was entered into in New Hanover County, North Carolina, and any dispute will be litigated or arbitrated in New Hanover County, North Carolina. Please pay on time.
S. Entire Understanding.
1. Any CONTRACT constitutes the sole agreement between KLIPPENBURG and the CLIENT regarding its Web Design, Development, Customization, Hosting, Marketing or CRM Service. It becomes effective only when agreed upon by both parties. Any CONTRACT shall be governed and construed in accordance with the laws of the State of North Carolina. The parties agree that if any part, term, or provision of any CONTRACT shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.
(Last Update on Tuesday, March 27, 2016 09:40 PM )
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