This Vuepoint Website Update Service Agreement ("Agreement") is entered into by and between Vuepoint ("Vuepoint") a/an Texas based Limited Liability Corporation and you and your heirs, agents, successors and assigns (collectively, "You"), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of Vuepoint's Website Update Service and its related services (collectively, the "Services") and represents the entire agreement between You and Vuepoint concerning the subject matter hereof. By using the Services, You acknowledge that You have read, understand, acknowledge and agree to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies including, but not limited to, the Universal Terms of Service that Vuepoint may establish from time to time, in its sole discretion, and any agreements that Vuepoint is currently bound by or may become bound by in the future. Such Agreements may be found here. All Vuepoint policies and agreements related to Your use of the Services are incorporated herein and made part of this Agreement by reference.
Maintenance Services
Depending on the level of service purchased, Vuepoint will provide one time only allotted blocks of time for the performance of maintenance and update services. All allotted time will be used and billed in block time ordered, with a minimum of thirty (60) minutes, regardless of the actual time used. Unused time will not carry over to future updates. Additional time blocks of thirty (60) minutes may be purchased to complete the update service requested. Vuepoint will require all content copy and high quality images for inclusion in your custom site. All material must be supplied in an electronic file format and transmitted to Vuepoint electronically via email or file upload. Files that are too large to be transmitted electronically can, by prior arrangement, be delivered on a CD to our facilities via any standard shipping carrier. Content can, by prior arrangement, be faxed or sent to our facilities in hard copy format. Content delivered in hard copy format may incur additional fees for electronic conversion. Vuepoint is not responsible for delays in completion due to delays in the receipt of shipped items. Vuepoint, in its sole discretion, may require you to re-submit images should they determine that the images are not of high enough quality. All materials provided should be copies and not original material. Vuepoint will not return any materials provided by You in the design process. Vuepoint will strive toward your Satisfaction, but does not guarantee that all of your requests will be satisfied if they are unreasonable or unable to be accomplished within the scope of the Services. Your publication of the website is acknowledgement of Your satisfaction with the Services and releases Vuepoint from any obligation for further revisions or alterations.
The Service plan must be used within thirty (30) days from purchase. Failure to use the Service within such thirty (30) day timeline will result in expiration of the Service plan. No refunds or credits will be issued for expired Service plans.
Custom WebSite Service
The Services are dependent upon Your active subscription to the Custom WebSite Service. During the design period, You must maintain your subscription. Failure to maintain this subscription will result in termination of the Services. The Services are not transferable to Custom WebSite Service accounts other than the account initially associated with the Services during the initial purchase. No refunds or credits will be given for termination of the Service based on failure to maintain a Custom WebSite Service subscription.
Legal Agreements
You acknowledge that You have entered into the Custom WebSite Service End User License Agreement. You further acknowledge that You and a Vuepoint approved Hosting Provider ("Hosting Provider") have entered into a Hosting Service Agreement ("Hosting Agreement"). You agree to be bound by these agreements and all policies and procedures as posted on its web site.
Limitations
Vuepoint strives towards maintaining a website that meets your expectations. However, Vuepoint does not guarantee that expectations will be met if requests are unreasonable or unable to be completed within the scope of the Service. Every step of the Service requires Your feedback. Failure to provide timely and reasonable feedback may delay or frustrate completion of the Service. Vuepoint is not responsible for additional fees, time, or expenses incurred because of delays caused by lack of reasonable feedback, including Your failure to initiate the process. Should You fail to initiate the creation process by not responding to the initial request for interview within thirty (30) days, Your account will be considered inactive and the Service will terminate. No refunds or credits will be given for termination due to Your failure to respond to the initial request for interview or any feedback requests. Should You delay feedback for more than thirty (30) days Your requested updates will be archived and will require additional activation fees to recover.
You are responsible for maintaining the security of Your account. Vuepoint shall not be liable for any revisions or changes made by Your or any person gaining access to Your account. Any revisions requested to fix such changes shall be made in Vuepoint's sole discretion and then only upon payment of additional fees.
Vuepoint reserves the right to refuse any direction to maintain a web site that exploits children, contains pornography or other tasteless images, contains copyrighted or trademarked materials of others or infringes on the intellectual property rights of another, harasses, defames or slanders another or for any other reason that Vuepoint, in its sole discretion, decides.
Availability of Services
Subject to the terms and conditions of this Agreement and each of Vuepoint's policies and procedures, Vuepoint shall use commercially reasonable efforts to attempt to provide the Services on Monday – Friday, 9am – 5pm MST basis, excluding holidays, throughout the term of this Agreement. You acknowledge and agree that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that Vuepoint may undertake from time to time; or (iii) causes beyond the reasonable control of Vuepoint or that are not reasonably foreseeable by Vuepoint, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that Vuepoint has no control over the availability of the Services on a continuous or uninterrupted basis.
Your Obligations
By using the Services, You agree that You are age 18 or over. The Service is available only to persons who can make legally binding contracts under applicable law.
You agree that all requests shall be reasonable in nature and within the scope of the Service as advertised. You also agree that You will not use the Service to create a website that contains the following types of information: (i) personal information about children without their parent’s consent, (ii) pornography or nude pictures, (iii) tasteless images, (iv) excessively violent material, (v) links to web sites containing the serial numbers for unlocking software illegally, (vi) pyramid schemes, (vii) impersonations of another person, (viii) encouraging the use of a controlled substance, (ix) selling or promoting products that are unlawful in the location where the site is published, (x) advocating, promoting, or encouraging violence against any person, organization, or the government, or (xi) links to web pages containing any of the aforementioned content.
You also agree to respond to any requests for feedback within seven (7) days. Failure to respond within thirty (30) days shall result in a non-refundable cancellation of the Service.
Limitation of Liability
THE SERVICES AND THE ASSOCIATED SOFTWARE ARE BEING PROVIDED AND /OR LICENSED "AS IS" AND VUEPOINT DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED OR AUTHORIZED BY LAW WITHOUT LIMITATION OF THE FOREGOING, Vuepoint EXPRESSLY DOES NOT WARRANT THAT THE SERVICES OR THE ASSOCIATED SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE SERVICES OR OPERATION OF THE ASSOCIATED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE .
IN NO EVENT SHALL VUEPOINT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA , OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SERVICES, EVEN IF VUEPOINT IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
You shall indemnify, defend by counsel reasonably acceptable to Vuepoint, protect and hold Vuepoint harmless from and against any and all claims, liabilities, losses, costs, damages, expense, including consultants` and attorneys` fees and court costs, demands, causes of action, or judgments directly or indirectly arising out of or related to Your use of the services.
Vuepoint 's Rights and Restrictions
Vuepoint explicitly reserves the right and sole discretion to: (i) modify its pricing, if desired by Vuepoint ; (ii) establish limits and guidelines concerning the use of the Services; (iii) terminate Your use of the Services for use of the Services to unnecessarily or illegally harass, non-payment of fees for the Services, activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties, activities prohibited by the laws of the United States and/or foreign territories in which You conduct business, activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography, activities that are tortious, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable in the sole opinion of Vuepoint, activities designed to impersonate the identity of a third party, activities designed to harm minors in any way, and other activities whether lawful or unlawful that Vuepoint determines, in its sole discretion, to be harmful to its other customers, operations, or reputation; (iv) terminate Your use of the Services if Your use of the Services results in, or is the subject of, legal action or threatened or proposed legal action, against Vuepoint or any of its affiliates or partners, without consideration for whether such legal action or threatened or proposed legal action is eventually determined to be with or without merit, and (v) terminate Your use of the Services if You have not responded to requests for feedback and/or You have not Published the website after notice of completion for more than thirty (30) days. If Vuepoint terminates Your use of the Services, Vuepoint may, at its own option and in its sole discretion, remove and destroy data and files stored by You on its servers. Vuepoint has no obligation to monitor Your use of the Services, but reserves the right in its sole discretion to do so.
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