Terms of Service

Webxites will provide access to certain Webxites’ products, services and/or programs (collectively, hereinafter referred to as “Programs”) subject to Client’s acceptance of and compliance with these Master Terms and Conditions (hereinafter referred to as “Terms and Conditions”) and the terms and conditions of the Service Level Assurance Agreement (“Agreement”) in which Client enrolled.

Term

The term of the Agreement will commence on the date Client enrolled in a Program and will end when terminated by either party in accordance with the terms of the Agreement.

Description of Service

Webxites may provide Client with one or more of the following Programs or Services depending on the package that Client selects: business web site, business-related web site pages, Search Engine Marketing, Search Engine Optimization, third party Content, storage space, Domain-based e-mail services, web site hosting, or maintenance and support services. Unless explicitly stated otherwise, any new feature that augments or enhances the services shall be considered to be part of the services. Webxites reserves the right to modify, suspend or discontinue the services (or any part thereof), at any time, without notice. Client expressly agree that Client, or any related third party, shall not hold Webxites or its suppliers liable for any losses, damages or consequences whatsoever from such modification, suspension or discontinuation of the Services.

Access

For purposes of the Agreement, all web pages that are owned, operated or hosted by, or on behalf of, or for Webxites, are referred to herein as the "Webxites’ web sites." During the Term, Client is authorized to access and use the Webxites Programs and Webxites web sites and the content therein and data obtained there from solely for internal use to manage Client’s Webxites account(s) for which such content or data directly relates and will not disseminate any of this information to third parties. Client shall not disclose or make available passwords or access codes related to Client’s Webxites accounts. Client agrees that Client will not use any automated means, including agents, robots, scripts, or spiders, to access or manage Client’s account with Webxites or to monitor or copy the Webxites’ web sites or the content contained therein except those automated means expressly made available by Webxites, if any, or authorized in advance and in writing by Webxites.

To access the Webxites Programs or Webxites’ web sites Client may be asked to provide certain registration details or other information. It is a condition of Client’s use of the Programs or access to the Webxites’ web sites that all the information Client provide on this site will be correct, current, and complete. If Webxites believes the information Client provide is not correct, current, or complete, Webxites has the right to refuse Client access to any Webxites’ web sites or Programs or any of its resources, and to terminate or suspend Client’s account at any time.

Payment

Client agrees to pay Webxites the service fee, for any Program or Service Client enrolls in, pursuant to the terms of the Payment Plan Client selected, including, without limitation, all applicable taxes, if any, in accordance with the billing terms in effect at the time the service fee becomes payable. Client expressly understands, acknowledges and hereby authorizes Webxites to automatically charge Client’s credit card or debit Client’s bank account once a month.

If Webxites is unable to process service fees to Client’s credit card, successfully complete a bank draft, or transfer said fees in acceptable alternative manner, Webxites may in its discretion charge a late fee of 1.5% of the amount due, plus incurring interest at the rate of 20% per month (or the maximum amount permitted by law, whichever is less) from the date such payments were originally due. Webxites also reserves the right to pursue alternative means of payment up to and including debt collection services and customer shall be liable for all collection costs, including without limitation, attorneys’ fees. Webxites reserves the right to charge a service fee per account up to but not limited to $250 for non-payment or charge backs.

Cancellation Policy

If for any reason, Client is not entirely satisfied with the Program(s), Client may cancel the Services at any time, by forfeiting the entire amount due on the remaining Term of the Agreement. Due to the financial impact, cancellation requests must be made, in writing by the authorized party only. Cancellation requests will only be processed with submission of an appropriate billing method for the full amount due. Depending on the prevailing laws, on a state by state basis, Term Agreements will automatically renew for subsequent equal time commitments to the previously defined Term Agreement authorized by Client. Upon processing of final payment and full buyout of Term Agreement, no further charges will be assessed to Client’s account from the verified date of cancellation forward. No refunds shall be made for any reason; it is Client’s responsibility to proactively cancel the Services if, at any time, Client wishes to discontinue service. All amounts owed for services rendered prior to the verified cancellation date must be paid in full. There will be no prorating for partial months throughout the Agreement. Due to account security and privacy concerns, all billing related questions and cancellation requests MUST be made in writing or via email. Cancellation requests will only be processed if made by the initial authorizing party and if received in writing. For security and training purposes, all calls inbound and outbound through Webxites corporate offices are digitally recorded.

Payment Collection Policy

As Webxites provides a bill-through service for sponsored listings, the company takes a significant credit risk for each and every Client. Therefore, Client is responsible to maintain an active and valid payment method on file at all times. If for any reason, Client’s payment method is not available, Webxites reserves the right to immediately and temporarily turn off the web site, pay-per-click ads, sponsored listings and ongoing or then current production, reporting, or support Services being provided to account. If the payment is not received, Webxites reserves the right to terminate the Agreement in full and retain ownership of the web site, domain name, or other Services until such time the account has been paid in full. All Term Commitment Terminations will result in an escalation of all fees owed under the Terms of the Agreement. Many clients maintain multiple forms of payment on file to prevent this from occurring.

Representations and Warranties

Client represents, warrants and covenants that (i) Client has sufficient authority to enter into the Agreement; (ii) Client is a business, not a consumer, and that Client’s use of Webxites’ services is solely for lawful commercial and business purposes; (iii) Client has the necessary rights to provide all information provided under the Agreement for use as described in the Agreement, and that all such information and all claims, statements, products and services contained or referenced therein and in the web site to which it links: (a) do not violate any law, statute, ordinance, treaty or regulation or Webxites policy or guideline; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not 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; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) comply with the applicable Program Terms; and (iv) comply with all laws regarding unsolicited electronic messages (including without limitation, the CAN-SPAM Act of 2003 and Client will not engage in any form of spamming or other impermissible marketing activities through any Webxites Program.

Electronic Signatures Effective

The Agreement is an electronic contract that sets out the legally binding terms of Client’s use of the Programs, including, without limitation, Webxites’ Services. Client indicates Client’s acceptance of the Agreement and all of the terms and conditions contained or referenced in the Agreement and these Master Terms and Conditions and in any Programs Terms by clicking on the "I Accept" button in connection with Client’s enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the "I Accept" button, Client accepts the Agreement, including without limitation the Programs Terms, and agree to the terms, conditions and notices contained or referenced therein. When Client clicks on the "I Accept" button during enrollment, it also consents to have the Agreement provided to it in electronic form. Client may request a non-electronic copy of the Agreement either before or after Client electronically signs the Agreement. To receive a non-electronic copy of the Agreement, please send a letter and self-addressed stamped envelope to: Chief Privacy Officer, Webxites, 2500 City West Blvd, Suite 2500, Houston, TX 77042.

Indemnification

Client will indemnify and hold Webxites, its subsidiaries, affiliates, content providers, service providers, employees, agents, officers, directors, and contractors (the "Indemnified Parties") harmless from any breach of these Master Terms and Conditions or the applicable Program Terms by Client, including any use of content and third-party content developed by Webxites other than as expressly authorized in these Master Terms and Conditions. Client agrees that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and Client agrees to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. Client will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of Client’s use of the information accessed from Webxites.

Trademarks

Trademarks, service marks, and logos appearing in this site are the property of Webxites or the party that provided the trademarks, service marks, and logos to Webxites. Webxites and any party that provided trademarks, service marks, and logos to Webxites retain all rights with respect to any of their respective trademarks, service marks, and logos appearing in this site.

Security

Any passwords used for this site are for individual use only. Client will be responsible for the security of Client’s password (if any). Webxites will be entitled to monitor Client’s password and, at its discretion, require Client to change it. If Client uses a password that Webxites considers insecure, Webxites will be entitled to require the password to be changed and/or terminate Client’s account. Client will notify Webxites immediately if Client believes that the security of Client’s account has been compromised. WEBXITES AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR LOSSES OR DAMAGES RESULTING FROM ANY SECURITY BREACHES.

Client is prohibited from using any services or facilities provided in connection with Webxites to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If Client becomes involved in any violation of system security, Webxites reserves the right to release Client’s details to system administrators at other sites in order to assist them in resolving security incidents. Webxites reserves the right to investigate detected violations of these Master Terms and Conditions.

Webxites reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Webxites to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Master Terms and Conditions. BY ACCEPTING THIS AGREEMENT CLIENT WAIVE AND HOLD HARMLESS WEBXITES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY WEBXITES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER WEBXITES OR LAW ENFORCEMENT AUTHORITIES.

Proprietary Information

The material and content accessible from this site, and any other World Wide Web site owned, operated, licensed, or controlled by Webxites (the "Content") is the proprietary information of Webxites or the party that provided the Content to Webxites, and Webxites or the party that provided the Content to Webxites retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of Webxites, except that Client may print out a copy of the Content solely for Client’s internal use. In doing so, Client may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Master Terms and Conditions is prohibited. Neither title nor intellectual property rights are transferred to Client by access to the Programs or Webxites’ web sites. Client is expressly prohibited, directly or indirectly through any third party, from any of the following: (i) copying, modifying, creating a derivative work of, reverse engineering, reverse assembling or otherwise attempting to discover the source code of any software pertaining to the Programs or Webxites’ web sites; (ii) renting, leasing, selling, assigning, transferring, sublicensing, re-licensing, granting a security interest in, or gaining unauthorized access to the Programs or Webxites’ web sites; and (iii) accessing the Programs or Webxites’ web sites by any means other than through the interface that is provided by Webxites for use in accessing the Programs or Webxites’ web sites.

Webxites’ suppliers are the exclusive owners of all right, title and interest in and to the Programs or Webxites’ web sites along with any and all related intellectual property rights including, without limitation, all associated rights under the laws of copyright (including derivative works), trademarks and patent. Nothing in this Agreement shall be deemed to limit or restrict Webxites’ suppliers from providing its Programs, Webxites’ web sites or technology to any third party for any purpose whatsoever, or in any way affect the rights granted to such other third parties. The use of any of the Programs or Webxites’ web sites shall in no way be construed by any user as granting or conferring upon them any intellectual property rights whatsoever.

External Sites

This site may be hyper-linked to other external sites that are not maintained by, or related to, Webxites. Hyper-links to such sites are provided as a service to users and are not sponsored by or affiliated with this site or Webxites. Webxites has not reviewed any or all of such sites and is not responsible for the content of those sites. Hyper-links are to be accessed at Client’s own risk, and Webxites makes no representations or warranties about the content, completeness or accuracy of these hyper-links or the sites hyper-linked to this site. Further, the inclusion of any hyper-link to a third-party site does not necessarily imply endorsement by Webxites of that site.

Information Client Provide

Client may not post, send, submit, publish, or transmit in connection with this site any material that:

  • Client does not have the right to post, including proprietary material of any third party;
  • advocates illegal activity or discusses an intent to commit an illegal act;
  • is vulgar, obscene, pornographic, or indecent;
  • does not pertain directly to this site;
  • threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
  • seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
  • infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
  • violates any law or may be considered to violate any law;
  • impersonates or misrepresents Client’s connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
  • advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this site;
  • solicits funds, advertisers or sponsors;
  • includes programs which contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
  • disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via this site;
  • includes MP3 format files;
  • amounts to a ‘pyramid’ or similar scheme;
  • disobeys any policy or regulations established from time to time regarding use of this site or any networks connected to this site; or
  • Contains hyper-links to other sites that contain content that falls within the descriptions set forth above.

Webxites reserves the right to monitor use of this site to determine compliance with these Master Terms and Conditions, as well the right to remove or refuse any information for any reason. Notwithstanding these rights, Client remains solely responsible for the content of Client’s submissions. Client acknowledges and agrees that neither Webxites nor any third party that provides Content to Webxites will assume or have any liability for any action or inaction Webxites or such third party with respect to any submission.

Submissions

Client hereby grants to Webxites the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to Webxites through this site (together, the "Submission"), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. Webxites will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Webxites operations. Webxites and its suppliers do not claim ownership rights in any Content that Client owns, or are owned by a third party, and that Client has provided for inclusion in the Services and/or incorporation onto Client’s web site. Accordingly, Client is solely responsible for ensuring that said Content does not violate any of Webxites’ policies or rig or any rd party’s rights.

Webxites.com will treat any personal information that Client submits through this in accordance with its Privacy Policy.

Communications From Webxites

Client agrees to receive all communications from Webxites, whether via telephone, facsimile, or e-mail, and expressly agree not to consider any such communication(s) as unsolicited. Refusal to receive such communications from Webxites will constitute grounds for termination of this Agreement and deactivation of Client’s Web site.

Termination For Cause

Webxites and its suppliers reserve the right to immediately terminate this Agreement and deactivate Client’s account and access to Programs or Webxites’ web sites if they believe, in their sole and absolute discretion, that Client has: (i) violated, or threaten to violate, the terms of this Agreement; or (ii) created, or are creating, web sites as a nuisance or in a deliberate attempt to degrade or otherwise interfere with the Programs or Webxites’ web sites. Any user who is terminated for cause under this section hereby agrees to forfeit any and all rights, claims and/or causes of action against Webxites and its suppliers, including without limitation Client’s rights to any refunds or for any losses, expenses, damages or costs incurred as a result of such termination and deactivation.

Site Ownership

Copyright, code structure, processes, imagery, and intellectual property related to the finished web site produced by Webxites will be owned by Webxites. The Client will be assigned rights to own the web site produced by Webxites after 13 months of continuous service and account billing, post final design and production release, pending any final payments owed under the Agreement and any additional charges incurred have been paid. Transfer requests must be initiated by the Client to the dedicated Webxites Project Coordinator in writing. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the Client, and remain the property of Webxites. Webxites retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. The web site(s) may contain a copyright/legal statement with a link to Webxites services and corporate web site. Client assumes all liability for licensing the proper technology, and imagery, for the site to operate properly outside of Webxites hosting environment. If Client desires to transfer ownership of the web site produced prior to 13 months of continuous service and account billing, Webxites reserves the right to charge a one time ownership transfer fee of $5,000.00, which includes all supporting code, fonts, imagery, etc. If Client desires to transfer the site to another hosting platform, upon expiration of 13 months of continuous service and account billing, Webxites reserves the right to charge a one time ownership transfer fee of $1,500.00, which includes all supporting code, fonts, imagery, etc.

Force Majeure

Webxites shall not be liable or deemed to be in default under this Agreement for any delay or failure to perform resulting from (a) accidents, fire, labor disputes, epidemics, war, terrorist acts, riots, insurrections, power blackouts, acts of nature or causes beyond its reasonable control without its fault or negligence, (b) acts or omissions of the other Party or of a third Party (other than the non-performing Party’s own agents or contractors), or (c) compliance with any law, regulation, ruling, order or requirement of any federal, state or municipal government or agency or court of competent jurisdiction (a ‘Force Majeure Condition’).

Data Limitations

Webxites will impose the following data limitations on email and bandwidth provided by Webxites through its products and services offering.

Email Limitations:

  • 25 MB issued. $10/month per extra 5MB
  • 25 e-mail addresses $10/month per extra 10 e-mail addresses
  • 50 MB & e-mail addresses at $999 and above

Bandwidth Limitations:

  • No in-house streaming audio/video services
  • 10 GB monthly bandwidth
  • 25 GB monthly bandwidth at $999 and above

Limitations of Liability

CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT WEBXITES AND ITS OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO CLIENT FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WEBXITES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT’S TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

Last Updated: April 12, 2006