JoltDigital, Inc., is a developer and host of personal and business
World Wide Web pages. JoltDigital does not actively monitor nor
does JoltDigital exercise editorial control over the content of
any web site, electronic mail transmission, mailing list, news
group or other material created or accessible over JoltDigital
servers. However, JoltDigital reserves the right to remove any
materials JoltDigital does become aware of that are, in JoltDigital's
sole discretion, potentially illegal, could subject JoltDigital
to liability, or violate this policy.
For this agreement the term site will also cover any services
related to dedicated servers and colocation.
Responsibilities of the Parties
A. Website Hosting: After payment of the applicable Hosting Fees,
JoltDigital will provide Client with the selected hosting and/or
other web services as described on JoltDigital's website at www.JoltDigital.com
(the "Work"). Client agrees to respond to JoltDigital's
requests and inquiries in a timely fashion and understands that
its failure to do so may result in additional fees being charged
to Client and/or suspension of the Work (including taking Client's
Site off-line), in JoltDigital's sole and reasonable discretion.
B. Other Services: JoltDigital has development, maintenance and
other services available under separate agreement, as described
on the JoltDigital website.
Compensation/Payment
Client will pay JoltDigital the fees quoted and invoiced. For
invoiced fees, all payments are due five (5) days after the
date
of each invoice. JoltDigital may impose a late charge equal to
1.5% per month or the maximum legal rate on overdue amounts.
In
addition, Client may be required to reimburse JoltDigital for
all out of pocket expenses incurred in connection with the
Work,
including long distance telephone, facsimile, photocopy, printing,
postage, courier and delivery, backup tapes, software specific
to Client needs, and travel ("Expenses"). Client shall
pay all Expenses within 30 days of the date of invoice. If any
Client accounts with JoltDigital are overdue, under this Agreement
or otherwise, JoltDigital may at its sole discretion, suspend
performance of the Work (including taking Client's Site down)
and/or terminate this Agreement or any other agreement with
Client.
Term
This Agreement shall commence when JoltDigital begins the Work.
Website Content
Client is responsible for providing all Content for the Site which
shall be true, accurate, and complete, unless prior written arrangements
have been made with JoltDigital for JoltDigital to provide Content.
Client represents and warrants that it owns or has obtained permission
to use all Content, which permissions or authentications shall
be Client's sole responsibility. Client shall at all times remain
responsible for (a) reviewing and approving the substance and
Content of the Site; and (b) complying with all laws with respect
thereto, including but not limited to copyright, trademark and
libel laws. JoltDigital may rely on the accuracy and completeness
of all information provided by Client. "Content" means
all text, pictures, sound, graphics, logos, images, video and
other data supplied by Client to JoltDigital.
Ownership
Client acknowledges and agrees that ownership of all source code,
software and material developed and produced by JoltDigital in
connection with this Agreement is the product of and shall remain
with JoltDigital and shall NOT be deemed "works-for-hire".
Without limiting the foregoing, JoltDigital specifically reserves
and maintains the right to develop, modify and sell derivative
works and/or similar products relating to the Work produced by
JoltDigital hereunder. These provisions shall not apply to any
Content supplied by Client or any confidential Information of
Client. Upon payment in full to JoltDigital of all amounts due,
JoltDigital grants Client a royalty-free, non-exclusive, nontransferable
license to use the Work solely for the use intended herein and
for no other purpose.
Inappropriate Material and Use
Client agrees to use the Site in accordance with this Agreement,
and only for lawful purposes in compliance with all applicable
laws. Client shall not post, upload, store, distribute or transmit
any inappropriate material on its Site or in connection with the
Work. Inappropriate material shall be determined by JoltDigital
in its sole discretion and includes, but is not limited to, threats
of physical harm, pornograpy and copyrighted, trademarked and
other proprietary material used without proper authorization.
Client further may not use the Site to damage, detrimentally interfere
with, circumvent or expropriate any system, data or personal information
or in any other inappropriate manner, as determined by JoltDigital.
This includes but is not limited to the distribution of unsolicited
bulk e-mail, commonly known as spamming, the transmission of viruses,
mailbombing, and/or any tool or action that compromises the security
of any other site. Such use or transmission of unlawful material
could subject Client to criminal as well as civil liability in
addition to the actions further defined in this Agreement. Client
acknowledges that JoltDigital may in its sole discretion, suspend
Client web hosting, refuse to include inappropriate material on
the Site, suspend, modify or terminate the Work, take the Site
off-line, or remove the inappropriate material, without liability,
for any violation of this Agreement.
Credit and Debt Card Data
JoltDigital strongly suggests against the storing of card data
such as numbers and expiration dates. It is much wiser to real
time processing so this can be avoided. With this in mind if
you the client decide to store
card data you do this at your own discretion. JoltDigital accepts
no responsibility or liability for this action. All financial,
legal, or other responsibilities are solely that of the merchant
storing the data for legal transactions.
The storing of card data for any other purpose, the emailing
of card data or the storage
of card security codes however are strictly forbidden and grounds
for termination. The above applies for shared, dedicated and
colocation accounts.
Email Abuse
The following activities are considered as email abuse and are
prohibited
1. Unsolicited bulk emailing. This includes, but not limited to
commercial advertising, informational announcements, charity requests,
petitions for signatures, and political or religious tracts. Such
emails may only be sent in if the receiver explicitly requested
such information directly from you.
2. Stealth Emailing. This includes forging, altering or removing
email headers
3. Mail Bombing. This includes sending a large number of emails
to disrupt or compromise a servers, systems or network
4. Emailing that may harass or intimidate others. This includes
harassment or intimidation through frequency of emails, size of
emails and the language of emails. If the recipient asks to stop,
you must discontinue sending any further emails
5. Newsgroup Spamming. This includes unwelcome commercial advertising
and posting that may be against the rules of a Usenet discussion
group or mailing list.
Such activities carried out from servers/systems not managed
by JoltDigital are also prohibited if they link to websites, content
or material hosted on JoltDigital's servers/systems.
Emailing abuse carries a fine of up to $150
USD per email message sent, depending on the severity of the violation.
Email abuse is also grounds for immediate suspension of your account
and an appropriate legal action.
Indemnification
Client shall indemnify, defend and hold harmless JoltDigital,
its owners, directors, officers, agents and employees against
all claims, demands, losses, expenses and causes of action arising
out of or in any way relating to Client's violation of this Agreement,
the design, operation, and/or maintenance of the Client's Site
by JoltDigital, the Content, inappropriate material, and/or in
connection with the Client's business, including but not limited
to (i) infringement or misappropriation of any intellectual property
right; (ii) defamation, libel, slander, obscenity, pornography
or violation of the rights of privacy or publicity; (iii) spamming
or any other offensive, harrassing and illegal conduct; (iv) any
content placed on JoltDigital's servers by Client or Client's
users; or (v) any damage or destruction which is caused by or
results from acts or omissions by Client, Client's employees or
Client's agents, except to the extent of JoltDigital's gross negligence
or willful misconduct.
Warranty
Customer acknowledges that the Work is provided "AS IS."
Neither JoltDigital nor any of its employees or agents warrant
that JoltDigital's web hosting service will be uninterrrupted,
error free or secure. ANY STATUTORY OR OTHER WARRANTY, INCLUDING
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
ARE EXPRESSLY DISCLAIMED. Under no circumstances will JoltDigital
be liable to the Client or any other person for any loss or damage
caused by the Client's Site.
Limitation of Liability
JOLTDIGITAL'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID
BY CLIENT FOR THE WORK GIVING RISE TO THE CLAIM. IN NO EVENT SHALL
JOLTDIGITAL BE LIABLE FOR INDIRECT, INCIDENTIAL, OR CONSEQUENTIAL
DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF INCOME, DATA OR
USE OF INFORMATION, EVEN IF JOLTDIGITAL HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
Confidentiality
During the term of this Agreement, JoltDigital and Client may
exchange certain proprietary and confidential information in connection
with the Work ("Confidential Information"). Any Confidential
Information designated as such in writing by the disclosing party
prior to or at the time such Confidential Information is disclosed
to the other party shall be maintained by the recipient in strict
confidence, shall not be disclosed to third parties unless required
to do so by law, and shall not be used for its own benefit. The
obligations of the recipient hereunder shall not apply to any
Confidential Information which (a) was in the public domain at
the time it was disclosed, (b) enters the public domain other
than by breach of this Agreement by the recipient, (c) is known
to the recipient at the time of its disclosure, or (d) is disclosed
to the recipient by a third party who has the right to do so.
In the event of breach by a recipient of this section, the provider
shall be entitled to specific performance or injunctive relief
as a remedy for such breach in addition to its other remedies
at law. The parties' obligations under this section shall terminate
three (3) years after the date of disclosure. Client acknowledges
that JoltDigital is engaged in the business of designing, developing,
installing and hosting websites. Client agrees that this Agreement
does not limit or restrict JoltDigital's ability to engage in
such business and does not limit JoltDigital's use or application
of any technical information or knowledge acquired independently
in the course of such business.
Termination
Either party may terminate this Agreement after thirty (30) days
written notice to the other. In the event of such termination,
JoltDigital shall be compensated in full for any phase of the
Work which has been commenced by JoltDigital; for any equipment
that JoltDigital has purchased on behalf of Client; and for all
other Work otherwise performed. Either party may terminate this
Agreement and any other agreement among the parties at any time,
after written notice and seven (7) days opportunity to cure, for
a material breach of this Agreement. JoltDigital shall have the
right to terminate or suspend this Agreement and any other agreement
among the parties at any time if Client fails to make payments
when due under any agreement among the parties.
General
(a) JoltDigital Shall not be in default of its obligations to
the extent that its performance is delayed or prevented by causes
beyond its reasonable control, including but not limited to Acts
of Nature, failure of its providers, delays by Client and strikes
or other labor disturbances. (b) This Agreement shall not be assigned
or transferred by either party without the prior written consent
of the other. (c) The validity, interpretation, construction and
performance of this Agreement shall be governed and construed
by the laws of the State of Florida. Suit with respect to this
Agreement may be brought only in the State of Florida and Client
submits to personal jurisdiction in Florida. (d) Any notices required
or permitted to be given hereunder shall be in writing and shall
be deemed to be validly delivered if sent by personal hand delivery,
overnight mail service, sent by facsimile or email with a confirmation,
or mailed by certified or registered mail, return receipt requested,
to the last known address of the applicable party. (e) This Agreement,
including the exhibits and proposal of JoltDigital and the policies,
procedures and terms posted on JoltDigital's website, is the complete
and exclusive statement of the agreement between Client and JoltDigital
regarding the subject matter hereof and supersedes all agreements
and any other communications, whether oral or written, between
Client and JoltDigital. Different or additional terms contained
in documents supplied by Client shall not apply. This Agreement
may be modified, changed or revised by Client only in writing
signed by JoltDigital. This Agreement and the applicable policies,
procedures and terms contained on JoltDigital's website may be
amended from time to time by JoltDigital To the extent any of
the terms of the exhibits, proposals, or the website conflict
with this Agreement, the provisions of this Agreement shall govern,
unless they are subsequent in time. (f) If any provision of this
Agreement are determined by a court of competent jurisdiction
to be invalid, void or unenforceable, the remaining provisions
of this Agreement shall remain in full force and effect. (g) Client
shall be responsible for all costs and expenses (including court
costs and attorneys' fees) incurred by JoltDigital in enforcing
this Agreement.
