Terms of Service
By subscribing to, or using the SecureNetShop.com, LLC ("Company") Service ("Service"), you ("User") agree to comply with and be subject to this Terms of Service ("TOS"). Company and User may hereinafter be referred to individually as a "Party" or collectively as the "Parties."
Words or phrases defined herein shall have the same meaning, whether written in upper or lower case letters.
1.1 "Service" includes various tools, hosted and operated by Company, that enable User to create and maintain a web site, online store, add shopping cart capabilities to a web site or perform other functions that facilitate in the operation of an online business.
1.2 "Network" means the computer equipment used by Company to provide Service.
1.3 "User's Account" means the account created for User by the Company for the purpose of utilizing and managing Service.
1.4 "User's Account Data" means all data, files, text, software, music, sound, graphics, or video stored and/or transmitted through the Network as a result of User subscribing to or using Service, including, but not limited to, User's contact and billing information, User's Account settings, and all data related to User's orders and customers.
1.5 "Themes" include any files, html, style sheets, scripts, images, photographs, source code, videos or sound files provided by Company for the purpose of displaying content for User's Account. Content that originates from and is proprietary to User or acknowledged third parties is not included within the definition of Themes.
2. User Obligations
2.1 Accurate User Information. By accepting the terms and conditions of the TOS, User (a) represents and warrants that he or she is 18 years old or older, (b) agrees to provide true, accurate, current and complete information about User, including, but not limited to, User's name, company name, billing address, Web Site address, e-mail address, and telephone number, as prompted during the Service sign up process, and (c) agrees to maintain and update this information to keep it true, accurate, current and complete.
2.2 Public Announcements. User agrees that any and all press releases and other public announcements related to the TOS and subsequent transactions between Company and User, including the method and timing of such announcements, must be approved in advance by Company in writing. Company reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of User's obligation regarding public announcements shall be a material breach of the TOS.
2.3 User's Web Site. User represents and warrants that it has full power and authority under all relevant laws and regulations (a) to offer and sell the goods and/or services offered at User's Web Site, including, but not limited to, holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods and/or services, (b) to copy and display the materials used or displayed at User's Web Site, and (c) to provide for payment and delivery of goods and/or services as specified at User's Web Site. User acknowledges and agrees that it shall be responsible for all materials, goods and/or services offered at User's Web Site, and all acts or omissions that occur at User's Web Site.
2.4 Prohibited Activities. User represents and warrants that it will not engage in any activities (a) that constitute or encourage a violation of any applicable law or regulation, including, but not limited to, the sale of illegal goods or services, or the violation of export control or obscenity laws, (b) that defame, impersonate or invade the privacy of any third party or entity, (c) that infringe the rights of any third party, including, but not limited to, the intellectual property, business, contractual, or fiduciary rights of others, (d) that may harm the operations or reputation of Company, and (e) that involve the sending of unsolicited e-mails and/or commercial messages over the Internet ("Spam" or "Spamming"), which definition also includes sending e-mail messages to a recipient that has indicated that he/she does not wish to receive them, maintaining an open SMTP policy, selling or distributing software that facilitates Spamming, and sending e-mail or posting messages in newsgroups with forged packet header information. Company reserves the right to report such activities to any and all regulatory, administrative and/or governmental authorities for appropriate prosecution. Company will cooperate with law enforcement authorities in prosecuting any User who is involved in such violations.
2.5 Password Security. User shall receive a password ("User's Password") from Company to provide access to User's Account. User understands that it may change User's Password at any time and create alternate passwords ("Alternate Passwords"), which may also be used to access User's Account. User agrees to maintain the security of User's Password and all Alternate Passwords, as required to ensure secure access to User's Account. User is also solely responsible, and the Company is in no way responsible, for ensuring the confidentiality and secrecy of User's Password and all Alternate Passwords. If User forgets or loses User's Password or requires a new password, User must notify Company pursuant to Section 11.6.
2.6 User Authentication. User agrees to comply with all security measures and procedures Company may implement in an effort to verify the identity of User, including User's provision to Company of valid identification, credit card number, or notarized affidavit. User understands and agrees that if User does not comply with or does not satisfy, in Company's sole discretion, the Company's security and identification verification procedures, Company reserves the right to refuse any or all of User's inquiries, requests, and notices as they relate to Service, User's Account or the TOS.
2.7 Service Connectivity Limitations. User is strictly prohibited from sending e-mail messages or posting newsgroup messages that allow recipients or readers of such messages to directly access the Service.
2.8 Backups. For server restoration purposes only, Company routinely backs up data. However, Company makes no guarantees of any kind, either expressed or implied, as to the integrity of these backups. User agrees to be responsible for maintaining backup copies of User's Account Data. Company will not be held liable for maintaining backups of User's Account Data.
2.9 Verification of Payment. User acknowledges that the Service does NOT process payments, nor does it verify, guarantee or ensure that User has received or will receive payment or compensation of any kind for orders that have been transmitted through the Service. The Service does provide User with, as an optional feature, the functionality needed to pass order information from the Service to a third party Payment Processor, which includes, but is not limited to, payment gateways, payment services and payment systems. User agrees that it is solely responsible, and the Company and Service are in no way responsible for (a) verifying, through the User's Payment Processor or by any other means in which User processes payments, that User has received payment for orders transmitted through the Service, and (b) determining when it is appropriate for User to deliver (ship) its goods and/or render its services.
3. Proprietary Rights
3.1 License Grant. During the term of the TOS, User will have a limited, revocable, non-exclusive, non-transferable, royalty-free license to use Service solely for User's business purposes consistent with the terms and conditions of the TOS. The TOS does not constitute a license to User to use Company's trade names, service marks, or other Intellectual Property.
3.2 Intellectual Property. User acknowledges and agrees that the Service, Company's web site and tools provided by Company to manage User's Account includes, but is not limited to, text, software, source code, files, music, sound, logos, trademarks, service marks, photographs, graphics, or video that are protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be copied, reproduced, or republished, in whole or in part, without the express written consent of Company.
3.3 Use of Themes. During the term of the TOS, User may modify Themes but User may not,(a) except for the sole purpose of creating backup files and restoring backup files to Service, use Themes, in whole or in part, on any system, server or service that is not controlled by Company without Company's express written agreement, or (b) rent, loan, lease, sell or distribute Themes, in whole or in part.
3.4 Changes to Service. Company reserves the right to revise and modify the Service, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Service, at any time and without notice to User. If any revision or modification to the Service materially changes User's ability to conduct business, User's sole remedy is to terminate the TOS pursuant to Section 6.
4. System and Network Abuse
4.1 Network Abuse. Any attempt to undermine, compromise the security of, or otherwise cause harm to the Network or Company's customers is strictly prohibited and may result in criminal or civil liability. Examples of Network Abuse include, but are not limited to, (a) introduction of malicious programs into the Network (e.g., viruses and worms), (b) accessing data of which User is not an intended recipient, (c) port scans, flood pings, packet spoofing and forged routing information, (d) breaching security or authentication measures, (e) interfering with Service to any user, (f) mail bombing, flooding, deliberate attempts to overload the Network or broadcast attacks. Company reserves the right to report such activities to any and all regulatory, administrative and/or governmental authorities for appropriate prosecution.
4.2 System Resources. If the Company, in its sole discretion, deems User's Account to be adversely affecting the Service or Network, the Company reserves the right to terminate or temporarily suspend User's Account without notice to User and/or offer User the option to either pay additional fees (which will depend on the resources required) or reduce the resources used to an acceptable level.
5. Billing Policies
5.1 Fees and Payments. All fees are payable in US Dollars. By providing Company with User's debit or credit card ("credit card") information, User authorizes Company to automatically charge the credit card listed in User's Account for any fees ("Service Fees") due, including, Service activation fees, Service renewal fees, Credit Card Chargeback fees and any other balances incurred due to overages of limits or Service add-ons. User is responsible for maintaining accurate credit card and billing address information in User's Account. All Service Fees and usage limitations are provided on Company's Web Site. Company reserves the right to change billing prices and policies at any time and without notice. Changes to service fees or account limitations will not become effective until the month following such changes.
5.2 Billing Cycle. Full payment is required before Service is provided, including payments for Service activation and renewal of Service. Payment is due each anniversary (one month, three month, six month or one year, depending on service plan selected by User) following the date User's Account was established. Overages, caused by User exceeding file transfer, bandwidth or other limitations set forth by Company, shall result in Overage Fees due on the 1st day of the month following the month in which the overages occurred.
5.3 Cancellation Policy. A cancellation refers to the deactivation of User's Account. Company will automatically renew User's Account until it has been cancelled. User may cancel Service at any time by notifying Company, pursuant to Section 11.6. Company may cancel Service, without notice, if Company does not receive payment within ten (10) days of the date in which any Service Fee is due. Cancellation of Service does not relieve User from paying Overage Fees, plus interest. All Overage Fees more than thirty (30) days overdue shall incur interest charges of the higher of (a) 1.5% per month, or (b) the maximum interest rate permitted by law. In the event of collection enforcement, User will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys' fees, court costs and collection agency fees.
5.4 Refunds. The Company will provide User a thirty (30) day money back guarantee. If User is not satisfied with Service within the first thirty (30) days, User may request a full refund of the fees User has paid in advance. User will not be entitled to a full or partial refund, for any reason, after the first thirty (30) days of service.
5.5 Credit Card Chargebacks. A Credit Card Chargeback made on Service Fees will result in an immediate cancellation of User's Account. In the event that a Credit Card Chargeback was made in error, User will be required to pay a $30.00 reinstatement fee for each Credit Card Chargeback received by Company.
6. Term and Termination
6.1 Term. The term of the TOS will commence on the date User's Account is established and will automatically renew for successive one month periods, unless terminated pursuant to Section 6.2 and 6.3.
6.2 Termination by Company. Company may terminate the TOS and temporarily suspend or immediately terminate Service to User at any time, if Company believes, in its sole discretion, that User has breached any material term or provision of the TOS ("Breach of TOS"). Company will notify User regarding Breach of TOS pursuant to Section 11.6. Company may, at its sole discretion, allow User to cure Breach of TOS within thirty (30) calendar days following such breach, during which time the TOS shall remain in full force and effect.
6.3 Termination by User. User may terminate Service and the TOS at anytime, for any reason, by providing notice to Company pursuant to Section 11.6.
6.4 Effect of Termination. Upon termination of the TOS for any cause or reason whatsoever, neither Party shall have any further rights or obligations under the TOS, except obligations incurred prior to the termination, or as expressly set forth herein. The provisions of Sections 2.2, 2.5, 2.6, 2.8, 2.9, 3, 4.1, 6, 7, 8, 9, 10, and 11 of the TOS shall survive the expiration or termination of the TOS for any cause or reason whatsoever, and, notwithstanding the expiration or termination of the TOS, the Parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under the TOS. Termination of the TOS and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which Company may be entitled. Upon termination of the TOS for any cause or reason whatsoever, (a) Company may, at its sole discretion, permanently delete User's Account Data from the Network, and Company will not be able to restore such data, and (b) User agrees to permanently destroy copies of Themes from any files, storage devices or backup services or copies made outside of .
User agrees that it shall defend, indemnify, save and hold harmless from any and all demands, liabilities, losses, costs, claims, including reasonable attorney's fees, (collectively "Liabilities") against Company, its agents, customers, servants, officers, or employees, that may arise or result from any service provided, performed or agreed to be performed or any product sold by User, its agents, employees or assigns. User agrees to defend, indemnify and hold harmless Company against Liabilities arising out of (a) any injury to person or property caused by any products sold or distributed in connection with Service, (b) material supplied by User infringing or allegedly infringing on the proprietary rights of a third party, and (c) copyright infringement and any defective product which User sold through the Service.
COMPANY WILL UTILIZE ITS BEST EFFORTS TO MAINTAIN ACCEPTABLE PERFORMANCE OF SERVICE. HOWEVER, COMPANY MAKES ABSOLUTELY NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING SERVICE OR ANY INFORMATION PROVIDED THROUGH SERVICE OR THE INTERNET GENERALLY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY THAT (A) SERVICE WILL BE TIMELY, ERROR-FREE OR UNINTERRUPTED, OR (B) COMPANY WILL PROVIDE SERVICE CONTINUOUSLY OR AT ANY PARTICULAR TIME, OR (C) THE DATA STORED OR TRANSMITTED VIA THE SERVICE OR NETWORK WILL BE ACCURATE OR COMPLETE. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE USE OF SERVICE IS AT USER'S SOLE AND ABSOLUTE RISK.
9. Limitation of Liability
IN NO EVENT SHALL COMPANY BE LIABLE TO USER FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INADVERTENT DISCLOSURE OF OR CORRUPTION OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF COMPANY IS AWARE OF THE RISK OF SUCH DAMAGES AND SUCH DAMAGES ARE DUE TO THE FAULT OR NEGLIGENCE OF COMPANY, THAT RESULT IN ANY WAY FROM (A) USER'S USE OR INABILITY TO USE SERVICE, (B) ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICE OR NETWORK, AND (C) USER'S INABILITY TO RECEIVE NOTICES. IN NO EVENT SHALL COMPANY'S MAXIMUM LIABILITY EXCEED THE TOTAL AMOUNT PAID BY USER TO COMPANY FOR SERVICE DURING THE PERIOD DAMAGES OCCURRED. TO THE EXTENT APPLICABLE, STATE LAW DOES NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, COMPANY'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
10. Confidentiality. User acknowledges that by reason of its relationship with Company hereunder, it may have access to certain information and materials relating to Company's business, plans, customers, software technology, and marketing strategies that is confidential and of substantial value to Company which value would be impaired if such information were disclosed to third parties. User agrees that it will not use in any way for its own account nor for the account of any third party, nor disclose to any third party, any such information revealed to it by Company. User further agrees that it will take every reasonable precaution to protect the confidentiality of such information. In the event of termination of the TOS, there shall be no use or disclosure by User of any such confidential information in its possession, and all confidential materials shall be returned to Company or destroyed. Upon any breach or threatened breach of this section, Company shall be entitled to injunctive relief, which relief shall not be contested by User.
11.1 Waiver; Modifications; Amendment. Any waiver, modification, or amendment of any provision of the TOS, initiated by User, will be effective only if accepted in writing and signed by an authorized representative of Company. Company reserves the right to modify the TOS at any time without notice to User. Any such change or discontinuance will legally bind User from the time when Company publishes an updated version of the TOS to Company's Web Site. Continued use of Service constitutes User's acceptance and agreement of the TOS. It is User's sole responsibility, and it is not the Company's responsibility whatsoever, to ensure that User is up-to-date on the most current version of the TOS.
11.2 Entire Agreement. The TOS constitutes the complete understanding and agreement between Company and User and supersedes all previous communications, representations, understandings and agreements, either oral or written, between User and Company.
11.3 Independent Contractors. Company and User are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. The TOS shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
11.4 Governing Law. The TOS, and any other agreement for Company services, will be governed by and construed in accordance with the laws of the State of Florida, USA without reference to its conflicts of laws principles. Any litigation or arbitration between User and Company will take place in Denver, Colorado, and the User will consent to personal jurisdiction and venue in that jurisdiction.
11.5 Severability. In the event that any provision of the TOS conflicts with the law under which the TOS is to be construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Company, and the remainder of the TOS shall remain in full force and effect. There shall be no presumption for or against Company as a result of the Company being the principal drafter of the TOS.
11.6 Notices. Any notices required or permitted to be given hereunder shall be by e-mail, facsimile or in writing. Company will use the contact information provided by User, during the Service sign up process, or as maintained by User within User's Account, in the sending of notices to User. Any notice from User to Company shall be addressed to: 8310 S Valley Hwy., Suite 300 Englewood, CO 80112; by e-mail, firstname.lastname@example.org; by facsimile, 720-316-5982. All notices in writing shall be deemed delivered five (5) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid. All notices sent via facsimile or e-mail shall be deemed delivered upon confirmation of receipt.
11.7 Assignment. User may not assign or delegate their rights or obligations under the TOS, either in whole or in part, without the prior written consent of Company.
11.8 Force Majeure. Company will not be liable for any default or delay in the performance of any of its obligations under the TOS if such default or delay is caused, directly or indirectly, by circumstances beyond Company's reasonable control, including acts of God, wars, insurrection, civil commotions, riots, national disasters, earthquakes, strikes, fires, floods, water damage, explosions, shortages of labor or materials, labor disputes, transportation problems, accidents, embargoes, or governmental restrictions (collectively "Force Majeure"). Company will make reasonable efforts to reduce to a minimum and mitigate the effect of any Force Majeure.
11.9 Waiver. No failure or delay by any Party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any Party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any Party hereto to any breach of or default in any term or condition of the TOS shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.
11.10 Captions. The section headings and captions contained herein are for reference purposes and convenience only and shall not in any way affect the meaning or interpretation of the TOS.