This Website Management Agreement ("Agreement") is hereby entered into between you, your employees and agents (collectively "Client") and applies to the purchase of all Monthly Website Management Services (hereinafter collectively referred to as "Website Management Services") ordered by HDS.
Terms and Termination – This Agreement shall be effective as of the time you the Client signs up for Website Management Services. This Agreement may be terminated by HDS (i) immediately if Client fails to pay any fees hereunder; or (ii) if Client fails to cooperate or hinders Haydawn’s ability to perform the Website Management Services.
Website Management Services – Haydawn agrees to provide Client with Website Management Services as per the Management Plan chosen by the Client.
Fees – Client agrees to pay Haydawn all fee(s) via monthly Subscription to the Management Service and in accordance with this Agreement. This payment will be valid from the date of sign up on a rolling 30/31 days contract.
Limitations on Refunds - Refunds will not be issued if client cancels this service mid contract (30/31 days). Management services will continue to the end of the contract period paid for. Refunds will only be issued if a payment is received after the management service has ended.
Client Responsibilities – For the purposes of providing these services, Client agrees:
• To provide Haydawn with access to web sites for the purpose of providing Website Management Services.
• To properly convey to Haydawn the information that needs to be changed or added via a Service Request only.
Client Acknowledgements – Client understands, acknowledges and agrees that:
• HDS has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client’s website(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
• Client will allow HDS with a minimum of 5 days to complete service requests.
• HDS is not responsible for rewording sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
• HDS is not responsible for changes made to Client's website(s) by other parties.
• HDS is not responsible for third-party Apps/plugins that may become unusable as a result of Website Management Services performed.
• HDS will not repair Client's website(s) that became compromised, hacked, or otherwise defaced or infected prior to ordering Website Management Services.
• Recovery or repair of Client's website is not guaranteed.
• Availability of backups is not guaranteed.
Indemnification – Client shall indemnify and hold harmless HDS from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by HDS as a result of any claim, judgment, or adjudication against HDS related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to HDS (the "Client Content"), or (b) a claim that HDS use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, HDS must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.
Disclaimer of All Other Warranties – HDS DOES NOT WARRANT THAT THE WEBSITE MANAGEMENT SERVICES WILL MEET THE Client'S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH Client. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, HDS PROVIDES ITS SERVICES "AS IS" AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY'S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
Limited Liability – IN NO EVENT SHALL HDS BE LIABLE TO Client FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. HDS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
Client Representations – Client makes the following representations and warranties for the benefit of HDS:
• Client represents to HDS and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to HDS are owned by Client or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend HDS from any claim or suit arising from the use of such elements furnished by Client.
• Client guarantees to HDS and unconditionally guarantees that Client’s website has not been compromised, hacked, or otherwise defaced or infected prior to ordering Website Management Services.
• From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend HDS from any claim, suit, penalty, tax, or tariff arising from Client's exercise of Internet electronic commerce.
Confidentiality – The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's proprietary or confidential information shall remain the sole and exclusive property of that party.
Force Majeure – Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
Notice and Payment – Any notice required to be given under this Agreement shall be in writing and delivered to the other designated party via email.
Agreement Binding on Successors – The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
Assignability – Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of HDS.
Waiver – No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
Severability – If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
Disputes – Client and HDS agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to the Courts.
Read and Understood – Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.
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