SELTMANN
SYSTEMS WEBSITE SERVICE AGREEMENT
This Agreement
By clicking on the "Order" button on the order form, User immediately executes this agreement between Provider and User. By executing this agreement User agrees to adhere to Provider's Acceptable Use Policy, a copy of which is attached hereto and marked as "ACCEPTIBLE USE POLICY" and is available online at www.easyloanwebsites.com/aup.
Online Security
When ordering from Provider, all of User’s personal information is encrypted using SSL for the Customers protection. SSL is the standard for online transactions.
RECITALS
WHEREAS, Provider is engaged in the business of
providing Internet website hosting, Internet website licenses, and related
services;
WHEREAS, User desires to retain Provider
to perform the services provided for in this agreement.
NOW, THEREFORE, Provider and User agree as
follows:
1. Term
and Termination
A. Services
will commence on the Effective Date of this Agreement and will extend for a
period of one (1) year and will automatically renew on a monthly basis
thereafter, unless earlier terminated as provided herein. User may terminate
this Agreement without cause upon at least thirty (30) days written notice to Provider.
Provider may terminate this Agreement without cause upon at least sixty (60)
days written notice to User. Either party may terminate this agreement upon
written notice for material breach, provided, however, that the terminating
party has given the other party at least fourteen (14) days written notice of
and the opportunity to cure the breach. Termination for breach will not alter
or affect the terminating party's right to exercise any other remedies for
breach.
B. If
User's account is suspended due to lack of payment, User will pay the then
current reinstatement fee, in addition to all other charges then due and
payable, prior to restoration of the Services.
C. If User terminates this Agreement before
twelve (12) months of Service, providing Provider has not breached this
Agreement, User will pay a $150 termination fee.
2. Price
and Payment
User
will pay Provider for Services according to the terms set forth herein.
Provider may change the prices charged for the services upon thirty (30) days
written notice to User.
A. Services will be billed automatically to
the provided credit card on a monthly basis.
B. Payment is due on the 1st or
15th of each month. User may not withhold any amounts due hereunder
and Provider reserves the right to cease work without prejudice if amounts are
not paid when due. Any late payment will be subject to any costs of collection
(including reasonable legal fees) and will bear interest at the rate of one (1)
percent per month or fraction thereof until paid.
3. Customer
Service
Provider
will provide to User reasonable amounts of consultation via telephone and/or
electronic mail in the use of the system, but will not assist with any services
that are not maintained or controlled by Provider. Provider may charge fees to
User for providing the service of editing Users website on Users behalf.
4. Technical
Support
A. A
member of our technical support help desk staff will be available to assist you
with problems and questions regarding the Services. We will supply telephone
and/or email support to you regarding the Services 8:00 a.m. and
B. You
may contact our technical support help desk via email at
support@easyloanwebsites.com, or by telephone at 760-724-8300. We may, from
time to time, develop additional methods for you to contact the help desk, and
will make information regarding such methods available at our website.
5. Privacy
User shall own any consumer or borrower data derived from Provider’s Lead Capture modules located on User’s Web Site (i.e. information from Credit Report, Home Value Report, etc.). Seltmann Systems, LLC will not sell or provide information to third parties without your expressed permission.
6. Downtime
A. For
purposes of this Agreement, a Unit of Downtime is one period of at least two
(2) hours during which access to your website is unavailable because of
problems with hardware or system software. Downtime does not include (i) problems caused by factors outside of our reasonable
control, (ii) problems resulting from any actions or inactions by you or any
third party, (iii) problems resulting from your equipment and/or third party
equipment not within our sole control, or (iv) network unavailability during
scheduled maintenance of our network and/or web servers.
B. In
any calendar month, we guarantee that Downtime will not exceed three (3)
units Units of Downtime excluding, however, regularly scheduled
maintenance. Any regularly scheduled maintenance will be performed during the hours
of
C. If
Downtime exceeds three (3) units Units of Downtime in any calendar month,
we will, upon your written request, credit your account (a "Downtime
Credit") in an amount equal to the pro-rata price for one (1) day of
service, for each instance of Downtime as that term is defined herein.
D. To
receive Downtime Credit, you must request such credit by sending an email to
support@easyloanwebsites.com within seven (7) days after the occurrence of
Downtime. The aggregate maximum number of Downtime Credits to be issued for any
and all instances of Downtime occurring in a single calendar month will not
exceed seven (7). Downtime Credits will be applied upon issue of the first
invoice following the request for Downtime Credit, unless the Downtime occurs
in your final month of service. In such case, a refund for the dollar value of
the Downtime Credit will be mailed to you within thirty (30) days of the
expiration of your service agreement.
7. Website
Ownership
During
the duration of this Agreement Provider issues a website license to User. Any website
provided to User by Provider is provided on a license basis and is owned
exclusively by Provider. If this agreement is terminated, User’s website
license will immediately expire and User’s website will be removed from Provider’s
website system. User has no right to any of the files, images, or content of
any website provided by Provider.
8. User's
Warranties and Obligations
A. User
is responsible for providing all equipment and/or software necessary to access
the hardware and systems provided by Provider. User agrees to adhere to Provider's
Acceptable Use Policy, a copy of which is attached hereto and marked as "ACCEPTIBLE
USE POLICY" and is available online at www.easyloanwebsites.com/aup.
The Acceptable Use Policy may be modified from time to time in Provider's sole
discretion. User's continued use of the Services after the effective date of
such modified Acceptable Use Policy will constitute User's acceptance of the
modified terms. Failure by User to adhere to the Acceptable Use Policy, or any modifications thereto will constitute a
material breach of this agreement.
B. User
hereby warrants to Provider, and agrees that during the term of this Agreement
it will ensure that (a) User is the owner or valid licensee of all data and/or
content it will upload in conjunction with the Services (the
"Content"), and that User has secured all necessary licenses,
consents, permissions, waivers and releases for the use of the Content and each
element thereof, including without limitation, all trademarks, logos, names and
likenesses contained therein, without any obligation by Provider to pay any
fees, residuals, guild payments or other compensation of any kind to any
person; (b) User's use, publication and display of the Content will not
infringe any copyright, patent, trademark, trade secret or other proprietary or
intellectual property right of any person, or constitute a defamation, invasion
of privacy or violation of any right of publicity or any other right of any
person, including, without limitation, any contractual, statutory or common law
right or any "moral right" or similar right however denominated; (c)
User will comply with all applicable laws, rules and regulations regarding the
Content and will use the services only for lawful purposes; (d) User has used
its best efforts to ensure that the Content is and will at all times remain
free of all computer viruses, worms, Trojan horses and other type of malicious
code.
C. User
will cooperate fully with Provider in connection with Provider's performance of
the Services. User will immediately notify Provider of any change in User's
mailing address, telephone, e-mail or other contact information.
9. Ownership
of Intellectual Property
A. User
hereby grants to Provider a non-exclusive, royalty-free, worldwide right and
license during the term of this Agreement to do the following to the extent
necessary in the performance of Services: (a) digitize, convert, install,
upload, select, order, arrange, compile, combine, synchronize, use, reproduce,
store, process, retrieve, transmit, distribute, publish, publicly display,
publicly perform and hyperlink the Content; and (b) make archival or back-up
copies of the Content. Except for the rights expressly granted herein, Provider
does not acquire any right, title or interest in or to the Content, all of
which will remain solely with User.
B. Any
feedback, data, answers, questions, comments, suggestions, ideas or the like
that User sends to Provider relating to the Services will be treated as being
non-confidential and non-proprietary. Provider may use, disclose or publish any
ideas, concepts, know-how or techniques contained in such information for any
lawful purpose.
C. Provider's
trademarks, trade names, service marks, logos, other names and marks, and
related product and service names, design marks and slogans are the sole and
exclusive property of Provider. User will not use any of the foregoing in any
advertising, publicity or in any other commercial manner without the prior
written consent of Provider. Provider will maintain and control ownership of
all Internet protocol numbers and addresses that may be assigned by Provider to
User. Provider may, in its sole discretion, change or remove any and all such
Internet protocol numbers and addresses.
D. Provider
hereby grants to User a non-exclusive, non-transferable, royalty-free license,
for the term of this Agreement, to use the provided technology solely for the
purpose of accessing and using the Services. User may not use the provided
technology for any purpose other than accessing and using the Services. Except
for the rights expressly granted herein, this Agreement does not transfer from Provider
to User any right, title or interest in and to the provided technology, and all
right, title and interest thereto will remain solely with Provider. User will not, directly or indirectly, reverse engineer,
decompile, disassemble or otherwise attempt to derive source code or other
trade secrets from any of the provided technology.
10. Warranty
and Disclaimer
Provider
warrants the Services will be performed in a workmanlike manner, and in
conformity with generally prevailing industry standards. User must report any
material deficiencies in the Services to Provider in writing within ninety (90)
days of User's discovery of the deficiency. User's exclusive remedy for the
breach of the above warranty will be the re-performance of the defective
services within a commercially reasonable time, or any service credit set forth
in any attachments to this agreement. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU
OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN
REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE
OF THIS AGREEMENT. PROVIDER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES.
11. Limitation
of Liability
Neither
party will be liable to the other for special, indirect or consequential
damages incurred or suffered by the other arising as a result of or related to
the Services, whether in contract, tort or otherwise, even if the other has
been advised of the possibility of such loss or damages.
12. Indemnification
of Provider
User
will indemnify and hold Provider harmless against any claims incurred by Provider
arising out of or in conjunction with User's breach of this Agreement, as well
as all reasonable costs, expenses and attorneys' fees incurred therein. Provider's
total liability under this Agreement with respect to the Services, regardless
of cause or theory of recovery, will not exceed the total amount of fees paid
by User to Provider during the six (6) month period prior to the date the claim
arises.
13. Confidential
Information
A. All
information relating to User that is known to be confidential or proprietary,
or which is clearly marked as such, will be held in confidence by Provider and
will not be disclosed or used by Provider except to the extent that such
disclosure or use is reasonably necessary to the performance of the Services.
B. All
information relating to Provider that is known to be confidential or
proprietary, or which is clearly marked as such, will be held in confidence by
User and will not be disclosed or used by User except to the extent that such
disclosure or use is reasonably necessary to the performance of User's duties
and obligations under this Agreement.
C. These
obligations of confidentiality will extend for a period of one (1)
year after the termination of this agreement, but will not apply with
respect to information that is independently developed by the parties, lawfully
becomes a part of the public domain, or of which the parties gained knowledge
or possession free of any confidentiality obligation.
14. Relation
of Parties
The
performance by Provider of its duties and obligations under this Agreement will
be that of an independent contractor, and nothing in this Agreement will create
or imply an agency relationship between Provider and User, nor will this
Agreement be deemed to constitute a joint venture or partnership between the
parties.
15. Employee
Solicitation/Hiring
During
the period of this Agreement and for twelve (12) months thereafter, neither
party will directly or indirectly solicit or offer employment to or hire any
employee, former employee, subcontractor or former subcontractor of the other.
The terms "former employee" and "former subcontractor" will
include only those employees or subcontractors of either party who were
employed or utilized by that party within six (6) months immediately prior to
the alleged violation.
16. Non-assignment
Neither
party will assign this Agreement, in whole or in part, without the prior
written consent of the other party. This Agreement will inure to the benefit
of, and be binding upon the parties hereto, together with their respective
legal representatives, successors, and assigns, as permitted herein.
17. Arbitration
Any
dispute arising under this Agreement will be subject to binding arbitration by
a single Arbitrator with the American Arbitration Association (AAA), in
accordance with its relevant industry rules, if any. The parties agree that
this Agreement will be governed by and construed and interpreted in accordance
with the laws of the State of c. The arbitration will be held in
18. Attorneys'
Fees
If
any litigation or arbitration is necessary to enforce the terms of this
Agreement, the prevailing party will be entitled to reasonable attorneys' fees
and costs.
19. Severability
If
any term of this Agreement is found to be unenforceable or contrary to law, it
will be modified to the least extent necessary to make it enforceable, and the
remaining portions of this Agreement will remain in full force and effect.
20. Force
Majeure
Neither
party will be held responsible for any delay or failure in performance of any
part of this Agreement to the extent that such delay is caused by events or
circumstances beyond the delayed party's reasonable control.
21. No
Waiver
The
waiver by any party of any breach of covenant will not be construed to be a
waiver of any succeeding breach or any other covenant. All waivers must be in
writing, and signed by the party waiving its rights. This Agreement may be
modified only by a written instrument executed by authorized representatives of
the parties hereto.
22. Entire
Agreement
This
Agreement together with any attachments referred to herein constitute the
entire agreement between the parties with respect to its subject matter, and supersedes
all prior agreements, proposals, negotiations, representations or
communications relating to the subject matter. Both parties acknowledge that
they have not been induced to enter into this Agreement by any representations
or promises not specifically stated herein.
IN
WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized representatives.
ACCEPTABLE USE POLICY
This Acceptable Use Policy sets forth guidelines
relating to the types of content that you may upload to the web servers under
your agreement with Seltmann Systems, LLC for website services (the
"Services"). Seltmann Systems, LLC may remove any materials
that, in its sole discretion, may be illegal, may subject it to liability, or
which may violate this Acceptable Use Policy. Seltmann Systems, LLC will
cooperate with legal authorities in the investigation of any suspected or
alleged crime or civil wrong arising from any use of the Services. Your
violation of this Acceptable Use Policy may result in the suspension or
termination of either your access to the Services and/or your account or other
actions as detailed in the Website Agreement.
1. Acceptable
Use
The following constitute violations of this
Acceptable Use Policy:
A. Using
the Services to transmit or post any material that contains or contains links
to nudity, pornography, adult content, sex, or extreme violence.
B. Using
the Services to transmit or post any material that, intentionally or unintentionally,
violates any applicable local, state, national or international law, or any
rules or regulations promulgated thereunder.
C. Using
the Services to harm, or attempt to harm, minors in any way.
D. Using
the Services to transmit or post any material that harasses, threatens or
encourages bodily harm or destruction of property.
E. Using
the Services to make fraudulent misrepresentations or offers including but not
limited to offers relating to "pyramid schemes" and "Ponzi schemes."
F. Using
the Services to access, or to attempt to access, the accounts of others, or to
penetrate, or attempt to penetrate, security measures of Seltmann Systems,
LLC or another entity's computer software or hardware, electronic
communications system or telecommunications system, whether or not the
intrusion results in the corruption or loss of data.
G. Using
the Services to transmit or post any material that infringes any copyright,
trademark, patent, trade secret or other proprietary rights of any third party,
including, but not limited to, the unauthorized copying and/or distribution of
copyrighted material, the digitization and distribution of photographs from
magazines, books, music, video or other copyrighted sources, and the
unauthorized transmittal of copyrighted software.
H. Using
the Services to collect, or attempt to collect, personal information about
third parties without their knowledge or consent.
I. Reselling
the Services without the prior written authorization of Seltmann Systems, LLC.
J. Using
the Services for any activity that adversely affects the ability of other
people or systems to use the Services or the Internet. This includes but is not
limited to "denial of service" (DoS)
attacks against another network host or individual user. Interference with or
disruption of other network users, network services or network equipment is
prohibited.
2. Reporting
of Violations of This Acceptable Use Policy
Seltmann Systems,
LLC requests that anyone who believes that there has been a violation of
this Acceptable Use Policy to immediately send an email detailing such
violation to support@easyloanwebsites.com.
3. Revisions
to This Acceptable Use Policy
Seltmann Systems, LLC may revise, amend or
modify this Acceptable Use Policy at any time and in any manner.