These Terms of Service define the terms by which you may use the HostedDesigns.com website (“Website”), and are an agreement between you and the parent company of HostedDesigns.com, Logo Nerds, Inc., a company located in Ontario, Canada (“Company”)(the Company and Website are collectively referenced as “we” or “us”). By using this Website, you expressly acknowledge that you have read, accept, and agree to be bound by these Terms of Service, as well as any applicable laws hereunder. You should not use this Website, if you do not agree to these Terms of Service.
1. OUR BUSINESS
Our business provides custom website design and hosting, Internet marketing, and logo design services to small businesses at an affordable price (the “Services”).
2. OUR SERVICES
(a) Website Hosting and Design Package: If you purchase our standard website hosting and design package, you will receive free website design services and a free domain and will only be charged a monthly hosting fee in the amount of Twenty-Seven Dollars ($27.00) USD. You will have the option of choosing between two custom design concepts that we will create for your website. Upon selecting a design concept, we will build up to a fifteen (15) page website for you, which will be based on the design concept you have chosen. You may request up to three (3) sets of revisions to your full website design. You will be responsible for promptly providing all text, images, and videos, and other content that you want posted to your website, provided that your content may not exceed twenty (20) images or ten (10) videos. Your completed website will include a “contact us” form field, the ability to view your website statistics, and the ability to make updates to your content. You will be asked to select a first choice and backup domain for your website, which we will then seek to secure for you, and your website will be launched at the domain, which we secure. Upon completion of your website design, we will host your website on our host server and provide basic search engine optimization services for your website (the “Hosting Services”). Our standard website hosting and design package includes for your convenience up to ten (10) hosted email addresses. For the avoidance of doubt or confusion, our standard hosting and design packages do not include access rights to the hosting account, instead, your rights will be limited to having access to the administrative pabel to update your content only.
(b) Website Updates: If you require additional website design or other maintenance services after your website is launched, we will provide those services to you at our then-current standard hourly rate pursuant to a separate work order agreement.
(c) Domain Name Transfer: You may request that we transfer ownership of your website domain to you at any time for a fee of Thirty Dollars ($30.00) USD.
(d) Design Credit: You may request that we remove the design credit from the bottom of your website for a monthly fee of Nine Dollars and Ninety-Five Cents ($9.95) USD.
(e) Internet Marketing Services: If you require additional internet marketing services, we will provide those services to you at our then-current standard hourly rate pursuant to a separate work order agreement.
(f) Logo Design Services: If you require logo design services, we will provide those services to you at our then-current standard hourly rate pursuant to a separate work order agreement.
For more information about our Services or if you want to enter into a work order agreement with us, please contact us at .
3. TERM; CANCELLATION
The term of our subscription for the standard website design and hosting package is one (1) year (the “Subscription”). Upon expiration of the Subscription, your subscription will be automatically renewable for successive periods of one (1) month each (the “Renewal Period(s)”). You may cancel our Hosting Services during any Renewal Period upon thirty (30) days prior written notice.
In addition, we may cancel your Hosting Services at any time during the Subscription or any Renewal Period without providing prior notice, if you violate any of our Terms of Service. We will also cancel your Hosting Services if you fail to make any payment to us within thirty (30) days following the date on which such payment is due and payable. In the event we cancel your Hosting Services during the Subscription Period, you will be immediately responsible for paying us in full for the full one year Subscription less any previously paid monthly fees. Otherwise, you will be responsible for all unpaid fees incurred prior to the cancellation date.
Upon cancellation, we will immediately remove your website from the Internet and release ownership of your domain back to the registrar. We will have no further responsibility to provide any Service to you after cancellation of the Services.
4. PAYMENT TERMS
Except as otherwise agreed in a separate work order agreement, all monthly payments will be due and payable on the 1st of each calendar month. Our credit card processor accepts all major credit cards for payment, including VISA, Mastercard, American Express, Discover, as well as Pay Pal.
We reserve the right to submit any payments which are more than ninety (90) days past due to our collections agency for credit reporting. You will be solely responsible for all collection costs, including all attorneys’ fees.
5. INTELLECTUAL PROPERTY
You are responsible for providing to us all photos, text, and other materials (“Content”) that we will use in the performance of the services. You retain all right, title, and interest in all Content, but grant us a nonexclusive license for the Subscription Period and any Renewal Periods to use and display your Content on the Internet for the purpose of performing the Services described herein. You are solely responsible for backing up and maintaining copies of all Content that you supply to us.
We shall retain ownership of all right, title, and interest in all material that we develop for your website, including but not limited to the design features, the organization, the codes, text, databases, compilations, and all content (collectively, the “Intellectual Property”). We grant you for the Subscription Period and any Renewal Periods a nonexclusive license to use and display the Intellectual Property on the Internet for the purpose of performing the Services as described herein. You may not reproduce, display, republish, upload, post, transmit, publicly perform or display, copy, distribute, create derivative works of, or otherwise use for any purpose any portion of your website for any commercial or non-commercial use without the express written consent of us as appropriate. If you need additional rights to the Intellectual Property, you may purchase such additional rights following the expiration of the Subscription Period for a fee of Seventy-Five Dollars ($75.00) USD per web page. Upon our receipt of the applicable fees, we will provide to you a copyright assignment affirming your rights in the Intellectual Property that we transfer to you.
We and our licensors shall own all right, title, and interest in the software uploaded to the hosted server as well as to the photos that we use on your website. You are solely responsible for complying with the terms of all software and other copyright licenses, and you may not, reproduce, reverse engineer, copy, or use for any other purpose the software uploaded to the hosted server or the photos uploaded to your website.
6. INTELLECTUAL PROPERTY INFRINGEMENT
We respect the intellectual property rights of others. If you ever suspect that your intellectual property has been copied by us or one of our clients in any manner that constitutes intellectual property infringement, then please notify us immediately, providing the following information:
(a) Identification of the Intellectual Property. The name of the owner of the intellectual property and a signature of the person authorized to act on behalf of the intellectual property interest, which is alleged to be infringed;
(b) Description of Infringed Right. A description of the intellectual property right that you claim has been infringed;
(c) Location of Infringing Item. A description of where the allegedly infringing item is located on the Website;
(d) Contact Information. Your address, telephone number, and email address; and
(e) Statement under Penalty of Perjury. A statement by you confirming that you are the intellectual property owner or are authorized to act on the intellectual property owner’s behalf, made under penalty of perjury.
7. CONFIDENTIAL INFORMATION
Both parties agree to keep confidential and to not publish, disclose, or use, for any purpose, the confidential information furnished by the other party during the Subscription Period and any Renewal Periods. For the purposes of these Terms of Service, “Confidential Information” shall mean all of the proprietary, non-public information of either party. However, “Confidential Information” shall not include any information that either party can demonstrate by written evidence (i) is now, or hereafter has become, through no act or failure to act on its part generally known or available in the public domain; (ii) is known by such party at the time of receiving such information as evidenced by written records; (iii) is hereafter furnished to such party by a third party; (iv) is independently developed by such party without any use or access to the Confidential Information; or (v) is the subject of a written permission to disclose provided by such party. You expressly agree that all our business and search engine optimization strategies and unpublished prices constitute our Confidential Information, and we agree to keep confidential all information about your business and business model, including but not limited to any business plans.
You agree that we may list you as a client on our Website, and that we may provide a link to your website. You grant to us a nonexclusive license for the Subscription Period, any Renewal Periods, and thereafter, to use your logo and branding on our Website for the sole purposes of identifying you as a current or past client of our company.
9. OPERATION OF THE WEBSITE; PASSWORDS
We use commercially reasonable efforts to maintain client websites and to keep them operating on a twenty-four (24) hour, seven (7) day a week basis, free from bugs, errors, technical problems, or defects. If, at any time in the future, we identify any bugs, errors, technical problems, or defects, then we will immediately assign technicians to address and resolve the issue.
If you become aware of an error, bug, or other technical problem, then you should notify us immediately of the incident and provide us with the following information:
(a) Description of the Incident. The specific sequence of events which generated the incident, and a full description;
(b) Description of Error Message. The exact wording of any error messages, if applicable; and
(c) Description of Discovery of Incident. Any special circumstances surrounding the discovery of the incident for which you are seeking technical support.
We cannot guarantee that your access to your website will be continuous or uninterrupted, or that your website will be available at all times. We can assume no liability or responsibility for any delay, interruption, or downtime. We use commercially reasonable efforts to ensure that customer websites are protected from viruses and other destructive software, but we cannot guarantee that your website will at all times be free from viruses. We urge you to use reasonable care in downloading information from your website.
You should limit the disclosure of your password to your website to those employees and independent contractors, whom you have specifically authorized to access your website (“Authorized Users”), and you should not share your password with any third party. You are solely responsible for keeping your password confidential and for the activity that occurs on your account. We will never ask you to send your password or other sensitive information to us in an email or to enter it via any website other than your specific URL. If you suspect any unauthorized use of your account or access to your password, please change your password immediately and contact us. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You are solely liable for any loss or damage arising from your failure to comply with this Section.
10. Prohibited Uses of the Hosted Server
The Hosting Services may be used only for lawful purposes and should only be used by Authorized Users. We specifically prohibit any other use of the Hosting Services, including but not limited to the following:
taking any action that disrupts, tampers with, interferes with, or imposes an unreasonable burden on the hosted server;
impersonating an Authorized User in order to obtain unauthorized access the host server or Hosting Services;
impersonating an Authorized User in order to obtain unauthorized access to the host server or Hosting Services;
allowing access to the host server or Hosting Services by someone other than an Authorized User;
using or attempting to use any engine, software tool, agent, or other device or mechanism (including without limitation, browsers, spiders, robots or other intelligent agents) to navigate, search, access, monitor, or copy any customer website the Hosting Services;
attempting to upload to the host server any files, computer code, viruses, or other programs designed to interrupt, destroy, or limited the functionality of any customer website or the host server;
aggregating, copying, duplicating any data or file on the host server;
using any means of automatically searching or mining data from the host server or in any way attempting to interfere with the proper functioning of the host server generally;
intentionally or unintentionally violating any applicable local, state, national, or international law;
providing material support or resources to any terrorist organization;
storing, distributing, or transmitting any material that is unlawful, harmful, threatening, defamatory, obscene, harassing, racially or ethnically offensive; facilitating illegal activity; depicting sexually explicit images, promoting unlawful violence; or discriminating based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activities; or
providing material support or resources to any terrorist organization.
YOU EXPRESSLY WARRANT AND REPRESENT THAT ALL CONTENT THAT YOU SUPPLY TO US FOR USE ON YOUR WEBSITE IS NOT INFRINGING AND DOES NOT VIOLATE THE RIGHTS OF ANY THIRD PARTY. YOU ALSO WARRANT THAT ANY DOMAIN THAT YOU CHOOSE WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY.
YOU AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND THAT THE USE AND RELIANCE ON THE SERVICES IS AT YOUR OWN RISK. WE CAN MAKE NO WARRANTY THAT USE OR ACCESS TO THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, BUG-FREE, ERROR-FREE, VIRUS-FREE, FREE OF DEFECTS, FREE OF TECHNICAL PROBLEMS, THAT THE SERVICES WILL MEET ALL OF YOUR NEEDS, THAT YOU WILL NOT SUFFER ANY LOSS OR DAMAGE TO CONTENT ON YOUR WEBSITE, OR THAT ANY LOST OR DAMAGED CONTENT WILL BE RECOVERABLE. WE WILL, HOWEVER, USE REASONABLE CARE TO PROVIDE UNINTERRUPTED, BUG-FREE, ERROR-FREE, ACCURATE AND COMPLETE SERVICES AND TO MAINTAIN CONTINUOUS HOSTING. WE CANNOT GUARANTEE ANY SPECIFIC RANK RESULT FOR YOUR WEBSITE ON A SEARCH ENGINE. WE WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO UTILIZE GOOD SEO PROCESSES TO IMPROVE YOUR RANK RESULTS OVER TIME.
WITH EXCEPTION OF THE WARRANTY SET FORTH IN THIS SECTION, WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES, OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR ARISING FROM THE COURSE OF PERFORMANCE, THE COURSE OF DEALING, OR THE USAGE OF TRADE.
12. RELEASE OF CLAIMS
To the maximum extent permitted by applicable law, you hereby release and waive all claims against us and our officers, directors, employees, independent contractors, representatives, and agents from any and all liability for claims, damages (actual and or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature arising from or in any way related to the Services. If applicable, you waive your rights under California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true, and accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights which you may have had under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
You agree to indemnify, defend, and hold harmless us and our respective directors, officers, employees, agents, representatives, and independent contractors from any and all liabilities, losses, damages, fines, judgments, settlements, or expenses (including but not limited to reasonable attorneys fees) arising out of or in connection with (a) a negligent or intentional act or omission by you or your officers, directors, members, managers, employees, or independent contractors, (b) a breach of any term or condition of these Terms of Service; (c) the use of any Content on the Internet, which is supplied by you for our use in connection with the Services; or (d) your choice of your domain.
14. LIMITATION OF LIABILITY; CONSEQUENTIAL DAMAGES
You agree that Company and this Website will not be liable to you for any indirect, consequential, special, punitive, or exemplary damages, arising out of or in connection with the use of this Website or the Services, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses (even if we have been advised of the possibility of such damages).
Our liability to you shall in no event exceed the total amount of fees that you paid to us in the six (6) month period immediately prior to the arising of the events from which your claim arose. Some jurisdictions do not allow the limitation of liability, so these limitations may not apply to you.
We reserve the right to discontinue this Website and our Services at any time in our sole discretion. You agree that we may assign these Terms of Service without prior notice to a successor entity in the event of a merger, acquisition, or sale of all or part of our business. No waiver of any breach of the Terms of Service, no matter how long continuing or how often repeated will be deemed a waiver of any subsequent breach , nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege. If any section of these Terms of Service is held to be unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining paragraphs shall not be affected by such holding. The meaning of that section shall be construed to the extent feasible to render the section enforceable and to give effect to the Parties’ intentions as reflected in the section. If no feasible interpretation would save such section, it is to be severed from the remainder of these Terms of Service, which are to remain in full force and effect. The Terms of Service constitute the entire agreement with you and us with respect to the subject matter set forth herein. The section headings and subheadings contained in these Terms of Service are included for convenience only and shall not limit or otherwise affect these Terms of Service.
16. GOVERNING LAW; DISPUTE RESOLUTION
These Terms of Service shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflicts of law principles. All disputes arising under these Terms of Service shall be submitted to binding arbitration under the Commercial Rules of the International Chamber of Commerce in Toronto, Ontario by one arbitrator mutually agreed upon by you and us in accordance with the aforementioned Rules. The costs of arbitration, including administrative and arbitrators’ fees, shall be shared equally by each of us. The arbitration award shall be final and each of us shall comply in good faith to the entry of the arbitrator’s award in any court having jurisdiction. If judicial enforcement or review is sought, then the prevailing party shall be entitled to costs and reasonable attorney’s fees. All claims you bring against us or the Website must be resolved in accordance with this Section. All claims filed or brought against us contrary to the terms of this Section shall be considered improperly filed. Should you file a claim contrary to this Section, you agree that we may recover attorneys’ fees and costs for the improperly filed claim of up to $1500.00, provided that we have notified you in writing of the issue and you have failed to properly withdraw the claim.
17. FORCE MAJEURE
In the event we fail to perform any obligation pursuant to these Terms of Service due to an “act of God” or an act of any government, terrorism, riot, war, accident or any deficiency in materials or transportation or any other cause of any nature beyond our control, such failure shall not be deemed to be a breach of these Terms of Service, provided that we notify you of the existence and nature of the reason for our nonperformance and delay, and we resume performance immediately upon the conclusion of the relevant force majeure.
18. ELIGIBILITY TO USE OUR SERVICES
Only adults, who are at least eighteen (18) years of age, are eligible to use our Services. In addition, to use our Services, you must be fully competent to enter into and to comply with the terms, conditions, obligations, representations, and warranties set forth in these Terms of Service. By using our Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Service and can abide by all of the terms and conditions set forth therein.
19. CONTACT US
In the event that you have any questions about these Terms of Service, please notify us at the contact information listed below: