THESE ARE THE TERMS AND CONDITIONS APPLICABLE TO THE PURCHASE AND SALE OF WEBSITE DEVELOPMENT AND ONLINE MARKETING RELATED SERVICES AMONG YOU ("Customer", "you" or "your") AND WEB.COM GROUP, INC. ("Web.com, "us", "we" or "our"). IF CUSTOMER ORDERS THE SERVICES ONLINE OR THROUGH AN CUSTOMER ORDER (“CO”), CUSTOMER SHALL BE DEEMED LEGALLY BOUND BY THESE TERMS AND CONDITIONS UPON PLACING THE ORDER AND/OR SIGNING THE CO. IF CUSTOMER ORDERS THE SERVICES BY TELEPHONE AND DOES NOT AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, CUSTOMER MAY NOTIFY WEB.COM, WITHIN THREE (3) DAYS FROM THE DATE WEB.COM SENDS A WELCOME E-MAIL (the “Welcome e-mail”) TO THE LAST KNOWN CUSTOMER CONTACT E-MAIL ADDRESS, THAT CUSTOMER DESIRES TO CANCEL THE SERVICES, AND THE SERVICES WILL BE CANCELED, A REFUND OF ANY FUNDS ALREADY PAID WILL BE ISSUED, AND THERE WILL BE NO FURTHER OBLIGATIONS BY EITHER PARTY. FAILURE TO NOTIFY WEB.COM OF CANCELLATION WITHIN THE APPLICABLE TIME PERIOD SHALL BE DEEMED TO INDICATE THAT CUSTOMER HAS READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, AND AGREES TO BE BOUND BY THEM. THE APPLICABLE WELCOME E-MAIL, ONLINE ORDER PAGE (the “Order Page”) AND/OR CO TAKEN TOGETHER WITH THESE TERMS AND CONDITIONS ARE HEREINAFTER REFERRED TO COLLECTIVELY AS THE “Agreement”.
CUSTOMER MAY ELECT TO PURCHASE ADDITIONAL SERVICES FROM WEB.COM, OR ITS PARTNERS AND/OR OTHER THIRD PARTIES, WHICH HAVE THEIR OWN TERMS AND CONDITIONS AGREEMENTS AND ACCEPTABLE USE AGREEMENTS, ASIDE FROM THIS AGREEMENT. THOSE AGREEMENTS SHOULD BE PRESENTED TO YOU AT THE TIME OF PURCHASE AND/OR ACCOUNT LOGIN, AND IT IS YOUR OBLIGATION TO REVIEW, ACCEPT AND ABIDE BY THOSE AGREEMENTS AS WELL AS THIS AGREEMENT. TERMS AND CONDITIONS FOR ADDITIONAL WEB.COM’S SERVICES CAN BE FOUND AT: http://www.web.com/Legal/Default.aspx
Web.com reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Web.com may make changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following Web.com's posting of any changes or modifications will constitute your acceptance of such changes or modifications.
1. Under the Agreement and unless otherwise stipulated in the Welcome e-mail, Order Page and/or CO, Web.com will provide you with the following services hereunder (the "Services"):
a. Web.com will build a LeadSite (the "Website") for you with information and/or materials you are to supply and will also provide a "1-800" or local tracking number associated with the Website with up to 200 minutes per month of local and long distance telephone service. Web.com shall develop and host the Website on a network server accessible by the Internet via a domain selected by you provided that such domain is available. Web.com will register the domain with several online search engines and directory listings such as Google Maps. Web.com will also work to optimize the Website for search engine placement in an effort to generate phone calls, emails, and form submissions through the Website.
b. Web.com may also set up and manage a Pay-Per-Click (“PPC”) advertising campaign for the Website (the “Campaign”) on various search engines such as Google, Yahoo and Bing in order to targeting consumers searching for your products and services in your locale or otherwise. Web.com will provide a dedicated Account Manager to monitor and manage the Campaign in an effort to optimize results and help improve Campaign performance. Alternatively, Web.com may perform tasks to improve the natural search engine results of the Website that include structuring the Website code and content, registration in paid directories, blog reviews and external text links.
c. Web.com will provide real-time measurement tools including an online scorecard that tracks phone calls, emails, and form submissions generated from the Website and Web.com will also provide a mobile-enabled version of the Website for the growing pool of prospective customers researching and shopping online via mobile phones.
2. Fees for the Services are to be outlined in the Welcome e-mail, Order Page and/or CO. Optionally, you may elect to purchase additional add-on services such as e-commerce, or advanced website options which shall also be covered by this Agreement. All rates are stated net of all applicable federal, state, and local taxes.
3. All set up, monthly, recurring and annual fees paid by Customer hereunder are non-refundable and the Customer is obligated to pay for the full amounts stipulated in the Agreement, even if certain amounts are scheduled to be paid in monthly installments. If Customer elects to pay for the Services in monthly installments, all monthly installments must be received on or before the applicable due date. Should any payments become delinquent, Web.com may suspend or cancel the Services; however charges will continue to accrue in accordance with the Term and prices of this Agreement. Web.com may bill an additional charge to reinstate a suspended Customer account. Upon reinstatement of a suspended Customer account, Web.com does not warrant or guarantee that the Customer's Services will be re-established in the same or comparable position as Customer may have had prior to suspension. If Web.com provides any Service discount to Customer and Customer defaults on its payments or obligations as outlined herein, Web.com may rescind all discounts and require full payment for the Services. Web.com reserves the right to refer any amounts owed hereunder to a third party for collection in the event of ongoing default. Web.com may change any fee, rate or plan at any time upon notice to Customer in accordance with this Agreement.
4. Payment for Services will be made via a charge to the Customer's credit card or bank account provided to Web.com ("Account"). If Customer exceeds stated limits for any part of the Services, additional fees may apply based on posted rates. By submitting your order, you authorize us to charge your order (including taxes and any amounts shown to you before submission) to your Account. If your Account cannot be verified, is invalid, or is not otherwise acceptable, your order will be suspended automatically.
5. On any amounts not paid when due, Customer agrees to pay interest at the rate of 1.5% per month (18% per year) or, if such rate is in excess of the rate allowed by law, then Customer agrees to pay the highest rate allowed by law. In addition, Customer agrees to pay all costs of collection, including costs of litigation and reasonable attorneys' fees. Customer agrees to execute financing statements and other instruments at Web.com's request. A $20 (Twenty U.S. Dollars) collection fee will be charged for all dishonored checks. A $15 (Fifteen U.S. Dollars) fee will be assessed for the following reasons: (1) late payment, (2) payment with insufficient funds, (3) denied or invalid credit card number, or (4) restart of Service terminated for nonpayment. Payment is late after the fifth (5th) day of the month.
6. Depending on the method of acceptance, the Term of this Agreement shall commence upon either a) the date the related order is placed online, b) the date Customer's signature appears on the CO, or c) the date verbal authorization is communicated by Customer to a Web.com authorized representative and such authorization is duly noted in the Customer's service record, and shall continue for the period specified therein. If no period is specified the Agreement will continue until terminated by either party in accordance with the Agreement. Web.com may terminate this Agreement at any time for any reason whatsoever upon fifteen (15) days prior notice to Customer. Additionally, Web.com reserves the right to suspend or terminate Services immediately with or without notice to Customer if Web.com determines, in its sole discretion, that Customer has failed to comply with its payment obligations as set forth in this Agreement, if Customer breaches the Agreement or fails to comply with any of its obligations as set forth in this Agreement in any way, or if Web.com determines Customer is utilizing the Services in a manner that is unlawful, illegal, or infringing upon the rights of third parties.
7. Customer may terminate this Agreement upon thirty (30) days prior notice to Web.com. Any renewal of this Agreement and any acceptance of any order for Services shall be at Web.com's sole discretion.
8. Customer represents to Web.com that:
a. Customer will provide Web.com with all necessary information, data, text, music, sound, images, photographs, graphics, video, messages, tags and custom images (including, but not limited to, design, pamphlets, brochures, logos, and other images) and other materials ("Content") in connection with the Services other than that which is supplied by Web.com, and will further provide Web.com and its subcontractors the necessary rights and licenses with respect to such Services to carry out obligations under this Agreement.
b. Customer will contact Web.com for all changes, modifications, and enhancements to the Website and/or Services starting from the date of sale.
c. If Customer’s order is placed by phone, Customer is responsible for contacting Web.com with notice of Customer's decision to cancel or discontinue the Services starting from the date of sale. Customer may cancel the Services upon seventy-two (72) hour notice by calling Web.com customer service. Your cancellation request may be recorded. IF NO SUCH NOTIFICATION IS GIVEN TO WEB.COM BY CUSTOMER, WEB.COM WILL ASSUME CUSTOMER IS SATISFIED WITH AND ACCEPTS THE SERVICES, AND WEB.COM WILL BILL THE MONTHLY SERVICE FEE DIRECTLY TO CUSTOMER'S TELEPHONE BILL, CREDIT CARD, OR AUTOMATED CLEARING HOUSE (ACH).
d. Customer is responsible for obtaining Internet connectivity to access the Website, to send and receive e-mail, and to otherwise access and utilize the Internet.
e. To the extent Customer gathers any personal information about visitors to the Website, Customer will not share that personal information with any third party without first obtaining a visitor's consent.
f. Customer will provide current and updated contact information (including e-mail address and fax number) for Web.com's use in contacting Customer concerning the Website.
Customer represents to Web.com that Customer is at least eighteen years old and is responsible for supervising the activities of any under-age user.
g. Customer’s use of the Services shall in all respects conform to all applicable state, federal and local laws, rules, and regulations and all Content and materials provided by Customer to Web.com and its affiliates and service partners hereunder comply with all applicable federal, state, and local laws, regulations and rules
h. Customer’s use of the Services will not violate or infringe upon rights of others, or use the Services in a manner which is threatening, abusive, defamatory, invasive of public or private rights, vulgar, obscene or otherwise objectionable or which encourages or facilitates criminal or illegal conduct;
i. No Content or materials provided by Customer to Web.com and its affiliates and service partners hereunder violate or infringe upon any rights of third parties, including, without limitation, trade names, trademarks, copyrights, patents, rights of privacy, or contractual rights, and Customer has acquired any authorization(s) necessary to use intellectual property or other proprietary information of third parties. Web.com reserves the right to reject any Content that it deems to be in violation of this Section, or which is otherwise objectionable.
j. Customer is responsible for ensuring the accuracy of materials provided to Web.com and its affiliates and service partners hereunder, including, without limitation, the Content, descriptive claims, warranties, guarantees, nature of business, and contact information for the Customer.
k. Customer has the right to publish all Content and all materials provided to Web.com or otherwise published in conjunction with the Services (including all promotional materials and advertisements) without infringing the rights of any third party and without violating any law or third party right.
l. During the term of this Agreement, it is the responsibility of Customer to inform Web.com in writing of any changes in the address, telephone number or URL of Customer and any other information that is material to the Services.
9. Customer will use the Services in a manner which does not interfere with or disrupt other network users, services, or equipment, and Web.com reserves the right to terminate or suspend Services without notice if such interference is determined by Web.com to exist. Such interference or disruption includes, but is not limited to:
a. scale distribution of messages, including bulk e-mail or unsolicited spam e-mail, or wide-scale distribution of messages to inappropriate mailing lists, newsgroups, or other public or private forums,
b. propagation of computer worms or viruses, and
c. 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.
10. Web.com reserves the right to deny, terminate, or suspend Services without notice if, in Web.com's sole discretion, the Services are used by Customer in a manner that violates or may violate the following standards, and Web.com reserves the right to reject, alter, modify, or remove the 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 Web.com in its sole discretion deems to be:
a. 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. By using the Service, Customer represents and warrants that any name or word submitted to be used as all or part of the URL associated with the Website does not infringe any trademark or domain name rights of any third party. Moreover, Customer warrants that it has a present good faith intention to use the URL it requests in connection with a commercial or personal endeavor and that it is not merely "cyber squatting," i.e., obtaining the URL merely to attempt to sell the rights to the URL or sub domain to some third party.
b. In violation of any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders.
c. Offensive, including without limitation, bigotry, racism, discrimination, hatred, or profanity; is disparaging, defamatory, libelous, or results in an invasion of privacy; promotes or provides instructional information about illegal activities or physical harm or injury to any group, individual, institution or property; or infringes on a proprietary interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret or patent right; or may violate any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders; or
d. States or implies that the Website is placed by Web.com or any party with a contractual relationship with Web.com, or that such parties endorse the Customer's products or services.
e. Pornographic or obscene. Web.com neither sanctions nor permits hosted site content or the transmission of data that contains illegal or obscene material or fosters or promotes illegal activity. Web.com 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 Web.com are an appropriate recompense to Web.com for the time required to respond to and address issues created by Customer's illegal or obscene site/content, and Customer agrees not to seek recovery of those fees. Further, should Customer violate this policy, Web.com will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer, the Website, the illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
f. Violent or encouraging violence.
g. Disparaging, defamatory, libelous, or resulting in an invasion of privacy.
Promotion or providing of instructional information about illegal activities or physical harm or injury to any group, individual, institution or property, or encouraging illegal or criminal conduct.
h. Promotion or facilitation of, or engaging in, consumer deception or fraud, drug use, drug dealing, pyramid schemes, gambling, or any other illegal activities.
i. Intentional holding of Web.com (including its affiliates) or their employees or stockholders up to public scorn, ridicule, or defamation.
11. Furthermore, Customer agrees to abide by any additional applicable rules, regulations and/or Acceptable Use standards of Web.com and any Web.com affiliates or service partners that may be applicable to the Services from time to time in the future.
12. All phone numbers associated with the Toll Free Number Tracking Service are acquired by Web.com or its Service Partners on behalf of Customer and as such, are registered to and are controlled exclusively by Web.com. Customer acknowledges that they have no claim of ownership or claim of use as it relates to each phone number.
13. Any Content or other materials utilized in conjunction with the Services and/or Website subject to the approval of Web.com. Web.com, its affiliates and service partners reserve the right to reject or cancel any advertisement, insertion order, URL link, space reservation, position commitment or any element thereof, at any time, for any reason whatsoever in its sole discretion (including belief by Web.com that placement of advertisement, URL link, etc., may subject Web.com to criminal or civil liability). Customer hereby grants to Web.com and its affiliates and service partners a non-exclusive, worldwide, fully paid license to use, reproduce and display any Content or other such materials used in conjunction with the Services (and the contents, trademarks and brand features contained therein) in accordance herewith.
14. As between Customer and Web.com, all Content provided by Customer to Web.com for inclusion to the website shall remain the sole and exclusive property of Customer. Customer acknowledges that all Content is owned by Customer or that Customer has a legal right to such Content. With the exception of Customer's ownership interest as identified in the previous two sentences, ownership interest to the Website, including, but not limited to, the URL address, HTML coding, scripting, copyrights, domain name(s), and all other intellectual property rights, shall remain exclusively with Web.com. Upon termination of the Services, should Customer desire to obtain the proprietary, copyright, or ownership rights to the Website, Customer must obtain express, written permission from Web.com, and Customer shall compensate Web.com a royalty fee of twelve (12) times the then-current monthly fee received by Web.com for the Service as compensation for assignment of the proprietary rights to the website. Such ownership or proprietary rights assignment shall be limited to the actual URL address, Website and its underlying HTML script or coding as developed for Customer by Web.com, but shall not include any rights to Web.com's software, trade secrets, methodologies, processes, proprietary functions, know-how, and all intellectual property including, but not limited to, all copyrights, trademarks, patents, and trade secrets related to Web.com's products or services, which shall remain the sole and exclusive property of Web.com and its suppliers, affiliates, partners, and licensors.
15. The Services are provided on an "as is" and "as available" basis. Web.com's entire liability and Customer's exclusive remedy against Web.com for any failure of service under this Agreement, or the performance or nonperformance of any obligation under this Agreement, shall be limited to a refund of amounts paid to Web.com during the period of time that the Services contracted for were interrupted or not provided properly or continuously. The entire liability of Web.com, and Customer's exclusive remedy against Web.com for errors in the Website (other than those errors caused by Customer) shall be the correction of such errors upon notice from Customer. EXCEPT AS EXPRESSLY STATED HEREIN, CUSTOMER'S USE OF THE SERVICE IS AT ITS OWN RISK AND WEB.COM DISCLAIMS ANY AND ALL WARRANTIES TO CUSTOMER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WEB.COM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
16. Web.com disclaims and shall not be liable for any other loss, injury, cost or damage suffered by Customer or any third party and shall in no event be liable for any direct, consequential, special, or indirect or incidental damages, whether foreseeable or not, including without limitation, damages for loss of business profits, business interruption, or loss of data, arising out of or in any way connected with Customer’s use of the Services, even if Web.com has been advised of the possibility of such damages. The foregoing shall apply despite any negligence, misconduct, errors, or omissions by Web.com, including without limitation its employees, representatives, agents, or technical operations. These limitations and exclusions regarding damages apply even if any remedy fails. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages.
17. Web.com disclaims any responsibility for any content, goods, and services available through the Website, or the quality or accuracy of any information in the Website. Web.com will not endorse, warrant, or guarantee any product or service offered through the Website, and will not be a party to or in any way monitor any transaction between Customer and third-party purchasers of products or services resulting from the Services or use of the Website, including, without limitation, all sales of goods or services, credit card transactions, banking or securities transactions, or any business, service, or merchandise agreements. Web.com further makes no guarantees with respect to usage statistics or levels of impressions for any Services provided.
18. Customer agrees to defend, indemnify, and hold harmless Web.com and each of Web.com's officers, directors, employees, agents, subcontractors, subsidiaries, service partners and affiliates (collectively the “Web.com Indemnities”), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys' fees) which any of the Web.com Indemnities may suffer, incur or sustain resulting from or arising out of (i) Customer's breach of any representation, warranty, or covenant contained in this Agreement, (ii) Customer’s failure to perform in accordance with this Agreement, or (iii) any third party claim against any Web.com Indemnities in connection with the Content, the Services, the Website and/or the URL.
19. This Agreement shall be governed by the laws of the State of Florida, without giving effect to principles of conflict of laws contained herein. Customer agrees that any judicial proceeding for the breach of or enforcement at law or equity of this Agreement or any provision hereof shall be instituted only in a federal or state court of competent jurisdiction in the city of Jacksonville and the State of Florida, and Customer consents to the jurisdiction of such court, and waives the right to challenge the jurisdiction of such court on grounds of lack of personal jurisdiction or to seek a change of venue.
20. Any failure by Web.com to enforce any of its rights under this Agreement or any applicable laws shall not constitute a waiver of such right. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, Customer, Web.com, and the court shall endeavor to give effect to the intent reflected in that provision, and the remaining provisions shall retain their full force and effect. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
21. Except as otherwise expressly provided for herein, this Agreement constitutes the entire agreement of the parties relative to its subject matter. Customer may not waive, modify or supplement, this Agreement in whole or in part, except for written permission or amendment by Web.com. Web.com reserves the right to unilaterally modify and revise the Terms and Conditions of this Agreement from time to time. Such modifications or revisions shall be provided to Customer via the Notice provisions set forth in Section 22 herein, and Customer shall be deemed to have accepted, and to be apprised of and bound by, any such modifications or revisions to the Terms and Conditions, and may only reject such modifications or revisions by canceling the Service.
22. Notice to Customer shall be deemed effective when a) sent via e-mail to the last known Customer contact e-mail address, or if none, to the last known Customer fax number, or if none, when deposited in first-class U.S. mail with sufficient postage attached addressed to the last known Customer mailing address or b) posted at http://www.leads.com/terms_and_conditions.html or www.web.com/legal/default.aspx, as updated from time to time. Notices required to be given by Customer may be made by calling Web.com customer service.
23. Customer warrants that Customer is not, nor is Customer acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control (“OFAC”). In addition, Customer is not, nor is Customer acting on behalf of any person or entity that is, a Specially Designated National (“SDN”), as OFAC may so designate from time to time. In addition to all other rights and remedies available to Web.com under this Agreement, and at law and in equity, Customer’s breach of this Section shall result in immediate termination of the Agreement and forfeiture of any and all Services or amounts previously provided, paid and/or owed to Customer under this Agreement.
24. This Agreement does not create any agency, employment, partnership, joint venture, franchise, or other similar or special relationship between you and Web.com. Neither party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party or its affiliates, whether express or implied, or to bind the other party or its affiliates in any respect whatsoever. Your rights and obligations under this Agreement shall not be transferred or assigned directly or indirectly without the prior written consent of Web.com.
25. Customer’s rights and obligations under this Agreement shall not be transferred or assigned directly or indirectly without the prior written consent of Web.com. Web.com may assign its rights and obligations under this Agreement without the need for consent of the Customer.
Customer acknowledges that Customer has read this Agreement, understands it and agrees to be bound by its terms and conditions. If an agent or representative of Customer executes this Agreement on behalf of the Customer, the agent or representative represents that he/she has full authority to enter this Agreement on behalf of Customer, and the undersigned agent or representative hereby personally guarantees any payment or performance obligations of Customer as outlined herein. In the event that written execution of this Agreement is required, Customer agrees that faxed copies of this Agreement containing the written dates and signatures of the parties shall be deemed as original copies.