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This Website Services End User License Agreement ("Agreement") is by and
between ActorWebs.com ("ActorWebs.com"), an individual, and you, your
heirs, assigns, agents and contractors ("You") and is made effective as of
the date of electronic execution. This Agreement sets forth the terms and
conditions of Your use of ActorWebs.com’s Website Services and represents
the entire Agreement between You and ActorWebs.com. By using
ActorWebs.com’s Website Services, You acknowledge that You have read,
understand and agree to be bound by all the terms and conditions of this
Agreement, along with any new, different or additional terms, conditions
or policies which ActorWebs.com may establish from time to time. Such
Agreements may be found here.
In addition to transactions entered into by You on Your behalf, You also
agree to be bound by the terms of this Agreement for transactions entered
into on Your behalf by anyone acting as Your Agent, and transactions
entered into by anyone who uses the account You’ve established with
ActorWebs.com, whether or not the transactions were in Your behalf. You
acknowledge that ActorWebs.com’s acceptance of any application made by You
for services provided by ActorWebs.com will take place at ActorWebs.com’s
offices located in New York, New York, USA. 1. SERVICE DETAILS
You are engaging ActorWebs.com, a sole proprietor, located New York, New
York as an independent contractor for the specific purpose of developing
and/or improving a World Wide Web site to be installed on Your web space
located on an Internet Service Provider's (ISP) server.
2. STANDARD HOSTING SERVICE
It is agreed that this account will be hosted by ActorWebs.com.
3. DOMAIN REGISTRATION
ActorWebs.com will secure a domain name (www.yourname.com) for You at Your
request. If You already have a domain name, ActorWebs.com will coordinate
redirecting the address to the new host.
4. BASE PACKAGE/GRAPHIC CREATION/EMAIL
This agreement contemplates an ActorWebs.com Actor Website Package in Your
choice of one of our Package designs with layout, graphic creation and
JavaScript included. This contract also includes a provision to set up 1
domain-based email address.
5. TEXT
Final text will be supplied by You.
6. CROSS BROWSER COMPATIBILITY
This agreement contemplates the creation of a web site viewable by both
Netscape 8.1 and Microsoft Internet Explorer 7.0. Compatibility is defined
herein as all critical elements of each page being viewable in both
browsers. You are aware that some advanced techniques on the internet,
however, may require a more recent browser version and brand or plug-in.
You are also aware that as new browser versions of Internet Explorer and
Netscape are developed, the new browser versions may not be backward
compatible. Time spent to redesign a site for compatibility due to the
introduction of a new browser version will be separately negotiated and in
addition to the base price of our agreement.
7. GRAPHIC CREATION
ActorWebs.com will create, capture or receive from You all the graphic
elements necessary to complete Your web site. This includes creating the
name graphic and ancillary images, and scanning Your photographs. This
does not include photography or retouching of Your photographs.
8. MACROMEDIA FLASH
Our agreement contemplates using Macromedia Flash technology on Your
website, if You order a Flash Photo Movie.
9. QUICKTIME/WINDOWS MEDIA
Our agreement contemplates using QuickTime and Windows Media technology on
Your website, if You order a Reel Page.
10. E-COMMERCE
This contract contemplates the possibility of an e-commerce enabled site.
You agree that PayPal Website Payments Standard or PayPal Website Payments
Pro will be the default all-in-one payment service provider, at the
discretion of ActorWebs.com. Any charges related to these services are
payable to PayPal and will be billable to You directly by PayPal.
11. DATABASES
This agreement does not include a provision for the creation of a
database.
12. PAYMENT TERMS WORK FLOW
Payment must be made in full before we begin work on your website package.
We accept cash, checks, money orders, American Express, Visa, MasterCard,
and Discover. There is a $15 fee for any bounced checks. Upon completion
of the web site, an email or letter will be sent to You advising You that
the work has been completed.
WE REGRET THAT WE ARE UNABLE TO GIVE REFUNDS UNDER ANY CIRCUMSTANCES!
13. MAINTENANCE AGREEMENT
Maintenance and updates are provided by ActrorWebs.com on as “as needed”
basis according to the rates posted on our website.
14. THIRD PARTY OR CLIENT PAGE MODIFICATION
If You desire to independently edit or update Your web pages after
completion of the site as a way to control costs, this is always an option
for You.
Note however, that if this option is selected and You and anyone other
than ActorWebs.com attempts to update the web site and damages the design
or impairs the ability for the web pages to display or function properly,
time to repair the web pages will be assessed at an hourly rate of $75.00.
There is a one-hour minimum.
15. CD BURNING
ActorWebs.com will burn one (1) copy of Your website into a CD at Your
request upon completion of the site for an additional charge of $25.00.
16. SEARCH ENGINE REGISTRATION
ActorWebs.com will optimize Your website with appropriate titles,
keywords, descriptions, and text, and thereafter submit Your website to
each of the major search engines and directories at Your request if You
order our Search Engine Optimization and Website Submission services at an
additional charge (posted on our website).
17. ASSIGNMENT OF PROJECT
ActorWebs.com reserves the right to assign certain subcontractors to this
project to insure the right fit for the job as well as on-time completion.
ActorWebs.com warrants all work completed by subcontractors of this
project. When subcontracting is required, ActorWebs.com will only use
industry recognized professionals.
18. ADDITIONAL EXPENSES
You agree to reimburse ActorWebs.com for any expenses necessary for the
completion of the project incurred at Your request. Examples would be:
- Purchase of specific fonts at Your request
- Purchase of specific photography at Your request
- Purchase of specific software at Your request
19. COPYRIGHTS AND TRADEMARKS
You represent to ActorWebs.com and unconditionally guarantee that any
elements of text, graphics, photos, designs, trademarks, or other artwork
furnished to ActorWebs.com for inclusion in Your website are owned by You,
or that You have permissions from the rightful owner to use each of these
elements, and will hold harmless, protect, and defend ActorWebs.com and
its subcontractors from any claim or suit arising form the use of such
elements furnished by You.
20. AGE
You or Your authorized representative certifies that You/he/she are/is at
least 18 years of age and legally capable of entering into a contract in
the state of New York on Your behalf.
21. LIMITED LIABILITY
You agree that any material submitted for publication will not contain
anything leading to an abusive or unethical use of the Web Hosting
Service, the Host Server, or ActorWebs.com. Abusive and unethical
materials and uses include, but are not limited to, sending unsolicited
email or spam; 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 and child pornography; activities
that are tortious, 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.
You hereby agree to indemnify and hold harmless ActorWebs.com from any
claim resulting from Your publication of material or use of those
materials.
It is also understood that ActorWebs.com will not publish information over
the Internet which may be used by another party to harm another.
ActorWebs.com will also not develop a pornography or warez web site for
You. ActorWebs.com reserves the right to determine what is and is not
pornography.
22. INDEMNIFICATION
You agree that You shall defend, indemnify, save, and hold ActorWebs.com
harmless from any and all demands, liabilities, losses, costs and claims,
including reasonable attorney’s fees associated with ActorWebs.com’s
development of Your website. This includes Liabilities asserted against
ActorWebs.com, its subcontractors, its agents, its client’s servants,
officers and employees, that may arise or result form any service provided
or performed or agreed to be performed or any product sold by You, Your
agent’s employees or assigns.
You also agree to defend, indemnify and hold harmless ActorWebs.com
against Liabilities arising out of any injury to person or property causes
by any products or services sold or otherwise distributed over Your
website. This includes infringing on the proprietary rights of a third
party, copyright infringement, and delivering any defective product or
misinformation which is detrimental to another person, organization, or
business.
ActorWebs.com provides website services "as is" and without warranty or
guarantee of any kind, either express or implied, including but not
limited to, the implied warranties or conditions of merchantability or
fitness for a particular purpose. In no event shall ActorWebs.com be
liable for any loss of profits, loss of business, loss of data, unsecured
transactions, interruption of business, or for indirect, special, or
consequential damages of any kind, even if ActorWebs.com has been advised
of the possibility of such damages arising from any defect or error in our
services.
You shall indemnify, defend by counsel reasonably acceptable to
ActorWebs.com, protect and hold ActorWebs.com harmless from and against
any and all claims, liabilities, losses, costs, damages, expense,
including consultants’ and attorneys’ fees and court costs, demands,
causes of action, or judgments directly or indirectly arising out of or
related to Your use of ActorWebs.com’s website services.
23. LAWS AFFECTING ELECTRONIC COMMERCE
You agree that You are responsible for complying with the laws, taxes, and
tariffs related to e-commerce, and will hold harmless, protect, and defend
ActorWebs.com and its subcontractors from any claim, suit, penalty, tax,
or tariff arising form Your use of Internet electronic commerce.
You also understand that ActorWebs.com cannot provide legal advice.
24. OWNERSHIP TO WEB PAGES AND GRAPHICS/ACTORWEBS.COM'S RIGHTS
ActorWebs.com retains all rights to our website templates, forms, and
documentation. Any copies of the website You are authorized to make are
the intellectual property of ActorWebs.com. The source code and its
organization are the exclusive property of ActorWebs.com and are protected
by copyright, including United States Copyright Law. This Agreement does
not grant You any rights in our website services and all rights are
reserved by ActorWebs.com.
ActorWebs.com expressly reserves the right to:
- Censor any web site hosted on its servers that, in the Company’s sole
opinion, is deemed inappropriate.
- Review every Web Hosting account for excessive space and bandwidth
utilization, and to terminate or apply additional fees to those accounts
that exceed allowable levels.
- Modify pricing through email notification.
- Remove Your website from the Internet for unsolicited, commercial email
or SPAM; illegal access to other computer networks (i.e., hacking);
distribution of Internet viruses or similar destructive activities; and
other activities whether lawful or unlawful that ActorWebs.com determines
to be harmful to subscribers, operations, its reputation, or otherwise.
- Remove Your website from the Internet if Your use of Your website
results in, or is the subject of, legal action or threatened legal action
against ActorWebs.com or any of its affiliates or partners, regardless of
whether or not such legal action or threatened legal action is eventually
determined to be with or without merit. The decision to remove Your
website shall be made solely by ActorWebs.com, and in so doing,
ActorWebs.com shall not be required to consider the merits of legal action
or whether threatened legal action will actually come to pass.
25. DESIGN CREDIT
You agree that ActorWebs.com may put a byline on the bottom of Your
web pages establishing design and development credit. You also agree that
the website created for You may be included in ActorWebs.com’s portfolio.
26. NONDISCLOSURE
ActorWebs.com, its employees and subcontractors agree that, except as
directed by You, it will not at any time during or after the term of this
Agreement disclose any Confidential Information to any person whatsoever.
Likewise, You agree that You will not convey any Confidential Information
obtained about ActorWebs.com to another party.
27. AUTHOR REFERRAL COMMISSION PROGRAM
ActorWebs.com recognizes “word-of-mouth” advertising as our most favorable
method of developing new business. As such, we want to reward customers
who are pleased with our work and refer us to another individual,
business, or organization.
If you refer our services to another party and we ultimately establish a
contract with that party, we will provide You with a $10 credit towards
future updates to Your ActorWebs.com website.
28. COMPLETION DATE
ActorWebs.com and You must work together to complete the website in a
timely manner for both parties to remain profitable.
29. CANCELLATION
Cancellation of the project at Your request must be made by certified
letter. In the event that work is postponed or cancelled at Your request
by certified letter, ActorWebs.com shall have the right to retain the
original payment. WE REGRET THAT WE ARE UNABLE TO GIVE REFUNDS UNDER ANY
CIRCUMSTANCES!
30. ARBITRATION
Any disputes in excess of $1,000.00 (or the maximum limit for small claims
court) arising out of this Agreement shall be submitted to binding
arbitration before the Joint Ethics Committee or a mutually agreed upon
Arbitrator suitor 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. You shall pay all
arbitration and court costs, reasonable attorney’s fees, and legal
interest on any award or judgment in favor of ActorWebs.com.
31. ENTIRE UNDERSTANDING
This contract constitutes the sole agreement between ActorWebs.com and You
regarding this project. It becomes effective only when signed by both
parties. It is the spirit of this agreement that this will be a mutually
beneficial arrangement for You and ActorWebs.com.
Both parties warrant that they have read and understand the terms set
forth in this agreement.
32. SEVERABILITY
You agree that the terms of this Agreement are severable. If any part of
this Agreement is determined to be unenforceable or invalid, that part of
the Agreement will be interpreted in accordance with applicable law as
closely as possible, in line with the original intention of both parties
to the Agreement. The remaining terms and conditions of the Agreement will
remain in full force and effect.
33. VENUE; WAIVER OF TRIAL BY JURY
This agreement shall be deemed entered into the state of New York. The
laws and judicial decisions of New York County, New York, shall be used to
determine the validity, construction, interpretation and legal effect of
this agreement. You agree that any action relating to or arising out of
this agreement, shall be brought in the courts of New York County, New
York.
You agree to waive the right to trial by jury in any proceeding that takes
pace relating to or arising out of this agreement. |
