1. ORDER ACCEPTANCE AND PAYMENT
A.
All orders are subject to acceptance by Vendor (Geronimo Technologies, LLC). An order will be deemed accepted by Vendor when Vendor and the Client signs a written contract of the order for the Client.
B.
Vendor shall charge Client's credit card for the applicable set-up fees and monthly fees according to the Package(s) (as defined below) selected by Client and provided by Vendor. Such fees and charges shall include, without limitation, the fees for connectivity, design services, and charges by any and all third parties whose materials are included as part of the Package(s). Vendor reserves the right to change the amount of, or basis for determining, any fees or charges and institute new fees and charges upon prior notice to Client. Client must provide Vendor with a valid credit card number to which Vendor will automatically charge all Vendor fees as they become due. All monthly fees and set-up fees shall be due in advance of the month incurred and all additional charges shall be due at the end of the month in which such charges are incurred. The set-up fees are nonrefundable and Vendor does not issue pro rata refunds for fees paid in advance. If payment by Client's credit card is denied, or Client's charge is returned to Vendor for any reason, including charge back or Client otherwise fails to make any payments owing to Vendor, Vendor may, at Vendor's discretion, suspend or terminate access to the Vendor Services and/or terminate this Agreement. Client's right to use the Vendor Services are subject to any limits established by Vendor or by the issuer of Client's credit card. Interest charges of 1% per month (or the highest rate permitted by law if lower than 1% per month) will accrue daily on any unpaid balance, which is more than thirty (30) days overdue. Client shall be responsible for any and all taxes related to this Agreement.
2. PAYMENT OBLIGATIONS
A.
Clients must (i) provide Vendor with accurate and complete billing information including legal name, address, telephone number, and credit card/billing information, and (ii) report to Vendor all changes to this information within thirty (30) days of the change. Clients are responsible for any charges to their account.
B.
Clients having questions regarding charges to an account, should contact Vendor's Client Service Department at 1.888.526.4375. All charges are considered valid unless disputed in writing within sixty (60) days of the billing date. Adjustments will not be made for charges that are more than 60 days old.
C.
Charges are billed to Clients' credit cards, checking account or debit cards, as applicable, each month for the basic service and any additional usage or services. Vendor is not responsible for any charges or expenses (e.g for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by Vendor.
D.
If paying by check, payments are due within 15 days after receiving notification of the invoice for the charges incurred. Monthly invoices are due on the first of every month. A late fee of $25 or 10% of the invoice (whichever is greater) will be charged for payments not received by the due date. Your service will be interrupted on the 15th of the month if full payment is not received by 5PM on the 15th.
E. If you pay for Services through a prepayment plan, automatic billing described above shall only apply to the charges not paid for through the prepayment plan.
F.
If you purchase Services through a reseller who in turns pays Vendor, the reseller must pay all amounts owing for your account. If the reseller fails to pay Vendor any amounts due—whether or not you have paid the reseller—your account will be subject to suspension or cancellation until you or the reseller has paid all amounts due.
G.
Delinquent accounts may be suspended or canceled at Vendor's sole discretion; however, charges will continue to accrue until the account is canceled. Vendor may bill an additional charge to reinstate a suspended account.
H.
Payments made by check that are returned because of non-sufficient funds (NSF) shall be made whole immediately upon notification. A service fee of $50 will be assessed to your bill for each occurrence. The client may be forced to make future payments by secured funds, money order or cash.
3. SERVICES
A.
During the term of this Agreement, Vendor shall provide software services to Client according to the Package(s) accepted by Client (the "Vendor Services"). "Package" means one of Vendor business and/or electronic commerce service offerings, as can be found on Vendor's Website. The specific Package to be provided to Client shall be established by written contract between Vendor and Client. Such Package shall be deemed incorporated by reference into this Agreement, as if fully set forth herein. Vendor and Client shall retain copies of such Package(s) for future reference.
B.
At Client's request, Vendor will acquire an Internet Second-Level Domain Name ("Domain Name"), from a Contracted Registrar on behalf of Client. Client's request for and/or acceptance of a Domain Name obtained by Vendor shall in all cases constitute Client's waiver of any and all claims which Client may have, or which may later arise, against Vendor or its third party providers, for any and all damages, losses, claims or expenses arising out of or related to the acquisition, registration and/or use of the Domain Name. Any cost incurred by Vendor to obtain and/or maintain the Domain Name on behalf of Client shall be charged to Client by Vendor. Request for and acceptance of a domain name requires Vendor to supply the domain name to the Contracted Registrar, which in turns supplies the Domain Name to third parties. Vendor will be the sole billing and technical contact for the Domain Name.
4. LIMITED 30-DAY MONEY-BACK GUARANTEE
Vendor offers a thirty (30) day money back guarantee on each Package. If Client is not completely satisfied with the Vendor Services
provided under such Package within the first thirty (30) days, Client may cancel this Agreement by notifying Vendor in writing. In such case, Client will receive a full refund of any amounts
paid pursuant to this Agreement, except for set-up fees, which are nonrefundable. After the initial thirty (30) day period, the Vendor Services shall be deemed accepted for all purposes,
provided no written claim has been received by Vendor within such thirty (30) day period.
5. THIRD PARTY PROVIDERS
In order to access and use the Vendor Services, Client may
be required to subscribe to other Vendor services offered under separate agreements. This Agreement does not in any way modify the terms of such agreements. In addition, Client acknowledges
that in order to access certain of the Vendor Services, Client may have to agree to and execute agreements with third party providers who may charge Client fees and charges which are in
addition to the fees and charges imposed by Vendor.
6. RULES AND REGULATIONS
From time to time Vendor may impose reasonable rules and regulations regarding the use of the
Vendor Services. Such rules and regulations are called acceptable use policies and are posted on Vendor's web site at the bottom of this page. All such acceptable use policies are
incorporated by reference into this Agreement as if fully set forth herein.
7. CONFIDENTIALITY
A.
Vendor acknowledges that in order to provide the services and fulfill responsibilities hereunder, it will be necessary for Client to disclose certain information which is of a confidential and proprietary nature, including any confidential or proprietary information disclosed in connection with and relating to the scope of this Agreement, including, without limitations, all research and development efforts, information of a technical or economic nature relating to the business and research of Client, and all data, reports or other information generated or developed in the course of this Agreement (collective, the "Confidential Information"). Vendor covenants and agrees to take all necessary steps:
- to ensure that it does not reveal or make available any Confidential Information of Client to any third party, except as such disclosure may be
specifically approved in writing by Client;
- to ensure that employees, agents associates or other persons to whom such disclosure may be made or who may otherwise have access to such Confidential
Information have acknowledged in writing their agreement to safeguard and maintain such Confidential Information and which agreements prohibit the disclosure or use of such Confidential
Information;
- to ensure that such Confidential Information is not used for the receiving party's benefit;
- to prohibit the Confidential Information of the other from being duplicated in any manner; and
- to prohibit the Confidential Information from being published in any form without the express written consent from Client.
B.
Client acknowledges that by reason of its relationship with Vendor, it may have access to certain information and materials relating to Vendor's business, customers, software technology and marketing which Vendor treats as confidential (collectively "Confidential Information"). Client shall: (i) hold in confidence, and not disclose or reveal to any person or entity, any Confidential Information without the clear and express prior written consent of a duly authorized representative of Vendor; and (ii) not use or disclose any of the Confidential Information for any purpose at any time, other than for the limited purpose of performance under this Agreement. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for two (2) years following termination of this Agreement with respect to Confidential Information, which does not rise to the level of a trade secret.
8. INTELLECTUAL PROPERTY RIGHTS
Client acknowledges and agrees that the Vendor Services constitute confidential and proprietary information of Vendor and its licensors and
embodies trade secrets and intellectual property of Vendor and its licensors protected under United States copyright and other laws and international treaty provisions. Client further
acknowledges that all right, title, and interest in and to all parts of the Vendor Services, including, without limitation, associated intellectual property rights, are and shall remain with
Vendor and its licensors. Client shall not, and shall cause its employees and agents not to, disclose or transfer any portion of the Vendor Services to any third party. Client further agrees
not to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, sublicense, distribute, remarket or otherwise dispose of any portion of the Vendor Services.
Client hereby acknowledges that, if Vendor at any time or from time to time performs any customizations or modifications to Vendor Services, all rights and interests to such customizations or
modifications shall be the sole property of Vendor.
9. WARRANTIES
The execution of this Agreement, when daily executed and delivered by the Vendor, will be the legal, valid
and binding obligation of the Vendor, enforceable against the Vendor in accordance with its terms.
10. EXCLUSION OF WARRANTIES
VENDOR PROVIDES THE VENDOR SERVICE ON AN "AS
IS" BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, whether express or implied, including, but without limitation, any implied warranty of merchantability, or fitness for a particular purpose.
While Vendor makes reasonable efforts to maintain the Vendor service, many factors are not within Vendor's control. Therefore, Vendor does not warrant, and is not responsible for
(even if caused by the negligence of Vendor) any loss of data, delays, non-delivery or misdelivery of information, lack of access, slows response time, or service interruptions or errors.
Loss, delay or non-delivery of data can be due to but not limited to Vendor's own negligence, viruses or other third parties. Client's data is defined as any data held by Vendor and includes
account information, web hosting data, email and domain name services. This disclaimer and waiver shall apply equally to any and all third party providers. Vendor provides no warranty to
customer regarding the accuracy of usage statistics, which Vendor may provide in its discretion. Further, no advice or information given by an Vendor representative shall create a warranty or
serve as an amendment to this agreement.
Vendor has the right to change prices, or add or delete product features of any existing product or service. The right to change products
or services extends to any software supporting a product or service. Vendor reserves the right to change prices or material features at any time upon 30 days prior notice. Vendor reserves the
right to institute new fees or new material features at any time upon 30 days prior notice. Vendor has the right to discontinue products or services and the right to remove or reassign IP
addresses of a customer's web site. Vendor also has the right to deactivate a customer's service with a thirty (30) day notice. Except for certain products and services specifically
identified as being offered by Vendor, Vendor does not control any materials, information, products, or services on the Internet. The Internet contains unedited materials, some of which are
sexually explicit or may be offensive to you. Vendor has no control over and accepts no responsibility for such materials. You assume full responsibility and risk for use of the services and
the Internet and are solely responsible for evaluating the accuracy, completeness, and usefulness of all services, products, and other information, and the quality and merchantability of all
merchandise provided through the service or the Internet.
11. LIMITATION OF LIABILITY AND DAMAGES
IN NO EVENT SHALL GERONIMO TECHNOLOGIES BE LIABLE FOR ANY INDIRECT,
SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED UPON BREACH OF CONTRACT, TORT, OR
OTHERWISE AND WHETHER OR NOT VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. INDEMNIFICATION
Client shall indemnify and hold Vendor harmless against all
third party claims, demands, suits, actions, judgments, losses, costs, damages (direct, indirect and consequential), attorney's fees and expenses that Company may sustain or incur by reason
of any breach or alleged breach of any term or condition of this Agreement (including reasonable attorney's fees) and for any act or omission of Client or its clients which are in any way
related to the Vendor Service.
13. EXPORT CONTROL
Client agrees not to export or re-export any portion of the Vendor Service outside of the United States. Client further agrees
to comply with all United States and other applicable laws, rules and regulations relating to the export, re-export or transshipment of the Vendor Services.
14. FORCE MAJEURE
Either party shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited
to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis
for the period of time equal to that of the underlying cause of the delay.
15. PROPERTY RIGHTS
The Vendor's research and technology, and all propriety information,
inventions, models, prototypes, contrivances, structures, printed forms, drawings and the like, relating thereto shall be and remain the property of Vendor. Client shall acquire no
license or other property interest of any kind or nature therein, except the usage by Client as contemplated herein.
16. TERMINATION
A.
Either party may terminate this agreement with (30) days signed written notice delivered to the other party via certified mail, return receipt requested. If Client fails to pay Vendor as set forth in this agreement, Vendor may immediately suspend all activities related to this agreement upon delivery of written notice to Client via certified mail, return receipt requested. The right of either party to terminate this agreement hereunder shall not be affected by its failure to take action with respect to any previous default. In the event of termination, as set forth in this clause, the Vendor shall be paid for all services performed up to the date of termination for these services as specified in the work schedule. Except as otherwise specifically provided, termination of this agreement shall not relieve any of the parties of any obligations accruing with respect to this Agreement prior to such termination, including liability of the parties as they may exist under this Agreement.
B.
Upon any termination by Vendor, Vendor may immediately remove all of Client's data and information from Vendor's facilities and Client shall have no right to copy or download such data or information, and, in such event, all such information and data, including all copyrighted or copyrightable material therein, shall then become the property of Vendor. In cases where Client's account has been cancelled, and Client is requesting reactivation, Vendor, at it's option, may reactivate the same account, only if the account had been cancelled less than sixty (30) days prior. After sixty (30) days, Client will be required to set up a new account.
C.
Upon termination by Client, Client may purchase at a fair market value any Vendor work products produced on behalf of the Client. The Client shall be liable for any transfer fees associated with third party vendors. The Client has the first right of refusal to purchase for $1,000 any Domain Name owned by the Vendor that was purchased towards the execution of services for the Client.
17. ASSIGNMENT
The parties may not assign this Agreement without prior written authorization from the other party.
18. CLAUSES SURVIVING TERMINATION
Any indemnification, ownership, confidentiality and payment clause in this Agreement shall survive any termination of this Agreement.
19. COMPLIANCE WITH LAW
The parties to this Agreement shall at all times comply with all applicable federal, state, municipal and local laws and regulations.
20. ENTIRE AGREEMENT
This
Agreement constitutes the entire Agreement between the parties.
There are not and shall not be any oral statements, representations, warranties, undertakings or agreements between the parties and this Agreement may not be amended or modified in any respect except by written instructions signed by all of the parties as per Section 13 of this Agreement.
21. SEVERABILITY
In the event that any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then the remaining
portions of the Agreement shall survive unaffected.
22. AMENDMENTS
This Agreement may be changed, modified or amended only in writing, and when signed by all parties
hereto.
Such instructions shall be received back from the client within ten (10) days of Client's receipt of Vendor's estimate. Client shall make additional payment for changes requested in services stated in this Agreement.
23. ADDITIONAL TERMS
A.
The Client hereby agrees and affirms that in exchange for financial considerations given the Client herein; (i.e. discounts for Client) the Vendor is hereby designated the Clients' Exclusive Website/Internet Consultant and Contractor; and will be the Exclusive Website Developer /Contractor and Technical Support vendor for the Client. The Client agrees to allow only Vendor's marketing literature is to be prominently displayed in Client's offices or place (s) of business, for Vendor's Internet Services for the life of this agreement. No other Internet Services company; group or entity of any kind will be allowed marketing rights therein.
B.
Client may not assign its rights or delegate any of its duties under this Agreement without our prior written consent of Vendor, and any attempted assignment or delegation without such consent shall be void.
C.
If one or more provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.
D. Nothing in this Agreement or in the understanding of the parties construes upon the parties the status of partners or joint ventures.
E.
Vendor may subcontract any work, obligations or other performance required of Vendor under this Agreement without consent of Client.
F.
Other than the termination of this agreement, all notices provided hereunder sent by email, mail or certified mail to Vendor, will be effective upon transmission.
G.
Vendor has the right to amend the Agreement from time to time, and will do so by posting the new Agreement on the Vendor website under this section.
H.
This Agreement shall be governed by the laws of the State of Georgia and the United States of America, without giving effect to applicable conflict of laws provisions. The federal and state courts located in Atlanta, Georgia alone have jurisdiction over all disputes arising out of or related to this Agreement and the Services. You consent to the personal jurisdiction of such courts sitting in Georgia with respect to such matters or otherwise between you and Vendor, and waive your rights to removal or consent to removal.
I.
In the event any litigation or other proceeding is brought by either Party in connection with this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to recover from the other Party all costs, attorneys' fees and other expenses incurred by such prevailing Party in such litigation.
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