TotalCARE Website Services – Terms of Service
By using the TotalCARE Website Services from eSudo Technology Solutions, Inc (Company), you agree to be bound by the following terms and conditions. Company reserves the right to change the Terms and Conditions at any time without notice, and your continued use of TotalCARE Website Services constitutes your consent to such changes.
1. DESCRIPTION OF SERVICES. Company will provide an ongoing set of online services including website design, copy and editorial development, search engine optimization and website updates.
2. LIMITATIONS OF SCOPE. Company will not be responsible for work that is beyond the scope of services set forth in the subscription plan in effect at the time Client initiates the service. Any changes to the scope of services will not be effective unless approved by both parties.
3. MANAGEMENT RESPONSIBILITY. Company will provide certain tools, methods and resources to Client that are intended to help Client grow and build its business. However, Client is fully and exclusively responsible for its own business performance and Client satisfaction. In addition, Client has full and exclusive responsibility for understanding and ensuring compliance with any regulatory, legal or contractual obligations related to Client’s business, including without limitation, data held by Client and its Clients, information provided by Client to Clients and/or other third parties and any safeguarding and security measures that may be required. Company may participate in implementing needed systems services and functions, but Client is solely responsible for the final outcomes, actions taken and results produced.
4. COPYRIGHT. All content produced by Company within the scope of Services including software and web code, contents, graphics and design, or material developed or licensed by Company for Client as part of the Services is copyrighted by Company and remains the exclusive property of Company. Upon termination of this Agreement copyrights shall remain with Company. After six months of service and full payment if Client chooses to cancel this agreement per the conditions in Section 6 below all Company copyrighted content, EXCEPT software, web code, WordPress themes and plug-ins, PSD files and other files or code used to create the Client website and newsletter can be used indefinitely by Client for their company website, newsletter and other marketing collateral. This use will be restricted to the Client company use only and Client does not have any rights to resell, license or otherwise allow 3rd parties use of the content.
In the event Company ceases business operations and providing the services described in this agreement all Company copyrighted content, EXCEPT software, web code, WordPress themes and plug-ins, PSD files and other files or code used to create the Client website and newsletter can be used indefinitely by Client for their company website, newsletter and other marketing collateral. This use will be restricted to the Client company use only and Client does not have any rights to resell, license or otherwise allow 3rd parties use of the content.
5. LINK. Customer hereby acknowledges and agrees that Company shall have the right to use the name of Client, including the Client Web Site, for reference as a customer of Company services for referral and marketing purposes.
6. TERM/TERMINATION. Except for reasons of non-performance by either party, this Agreement shall remain in effect until formally terminated by either party. Company will start subscription billing to Client beginning the date (“Renewal Date”) client agrees to these terms of services and signs up for the TotalCARE Website Services. Termination of this Agreement requires written or email notice delivered thirty (30) days prior to the desired date of termination. A repeated failure to make payment by date due during any period gives Company the option for immediate termination. Upon the expiration or termination of this Agreement for non-payment or non-performance by client, (i) all licenses granted by Company to Client hereunder shall automatically terminate and Client shall immediately cease its use of the licensed content and other provided marketing collateral, and (ii) Client’s right to the Services afforded to Company’s Clients shall automatically terminate.
7. PAYMENT FOR SERVICES. Client will pay monthly fees to Company for a subscription to Services as described in Company plan in effect at the time of this agreement and for the license to use the Company web services, software and licensed content in conjunction with these services. Payment will be made by automatic credit card transactions. Invoices will include monthly subscription fees and any additional fees for elective or other additional Services that have been purchased by the Client. Invoices will be issued and automatic transactions processed on the Renewal Date as described in Section 6 above. Company reserves the right to assess and collect late-payment charges of 1.5% per month on past due balances.
8. WARRANTY. Company shall provide its services and meet its obligations under this Agreement in a timely and professional manner, using knowledge and skills consistent with generally acceptable standards in Company’s industry, and will provide a standard of care based on commercially reasonable efforts. The services and all products provided as part of the services are provided “as is” and Company disclaims, and client waives, any warranties, express or implied, as to the merchantability, fitness for a particular use or purpose, title, non-infringement or any other warranty, condition, guaranty or representation related to the services. Company does not warrant that the software or any products or services provided hereunder will be uninterrupted or error-free. Under no circumstances, including negligence, shall the Company be liable for any direct, incidental, special or consequential damages or otherwise, including any damages that result from the use of or inability to use the Website. The Company shall not be responsible for any damages whatsoever that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance.
9. LIMITATIONS OF LIABILITY. Except to the extent finally determined to have resulted from the gross negligence or intentional misconduct of Company, Company’s liability to pay damages for any losses incurred by client as a result of breach of contract, negligence or other tort committed by Company, regardless of the theory of liability asserted, is limited to no more than the total amount of the most recent three (3) months of base fees paid under this agreement. In any case, Company and its licensors will not be liable for lost profits or any consequential, indirect, punitive, exemplary or special damages. In addition, Company shall have no liability to client arising from or relating to any third party hardware, software, information or materials. Company is also not liable for direct or indirect damages created by viruses, hackers or other malicious or accidental destruction of systems or data, though Company will attempt to prevent or minimize exposure to such risks.
10. INDEMNIFICATION. Subject to the provisions hereof, Client shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims brought against Company and its licensors arising from products or services related to this Agreement. Conversely, Company shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims brought against Client arising from the gross negligence or intentional misconduct of Company.