- ACCEPTANCE OF TERMS.
This is a legal agreement (“Agreement”) between you, the user, together with any company or other business entity you are representing, if any, (collectively, the “Client”) and Plug To Design. (“Plugtodesign ”). This Agreement will be effective as of the date you check the “I have read and agree to the terms and conditions” checkbox below (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these terms and conditions; (ii) that you have read and understand this Agreement; and (iii) that you agree, on behalf of the party that you represent, to this Agreement. If you do not have the legal authority to bind, please do not check the “I have read and agree to the terms and conditions” checkbox below. This Agreement governs the access and use of all products and services, including but not limited to plugtodesign Websites, for which Client registers and that are provided by or through any website or co-branded website owned or controlled by plugtodesign or any successor websites (collectively, the “Service”). IF CLIENT DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT PURCHASE, USE OR ACCESS THE SERVICE.
The Service is offered to Client conditioned upon Client’s acceptance without modification of this Agreement. Client acknowledges that, from time to time, it may be necessary for plugtodesign to update or revise certain provisions of the Agreement. By signing up for any plugtodesign Service and accepting this Agreement, Client agrees that plugtodesign may change the terms of the Agreement at its sole discretion without specific notice to Client. The current version of this Agreement will be available at http://www.plugtodesign .com//end-customer-agreement-US.html or such future URL as plugtodesign may designate. If Client does not agree to the changes made by plugtodesign , or to any terms in this Agreement, Client’s sole and exclusive remedy is to cancel Client’s plugtodesign Service (“Client’s Account”). Notwithstanding the foregoing, plugtodesign reserves the right to cancel, suspend or refuse access to the Service to anyone at its sole discretion. Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Service shall be subject to this Agreement.
- GENERAL USE OF THE SERVICE.
Client shall not use the Service, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement or for any illegal purpose in violation of any local, state, federal or international law. Client agrees that Client will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other website or product, transfer, or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Service other than for use as contemplated in any Service, including but not limited to the creation or operation of Client’s websites, (collectively, “Client Site”) in accordance with this Agreement. This means, among other activities, that Client agrees not to engage in the practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information. Client agrees that Client will not use the Service in any manner that could damage, disable, overburden or impair the Service or interfere with any other party’s use and enjoyment of the Service. Client may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Service. Except with the written permission of plugtodesign , Client agrees that Client will not access or attempt to access password-protected, secure or non-public areas of the Service. If Client attempts to access prohibited areas of the Service, Client may be subject to prosecution.
- CHARGES, BILLING AND ADVERTISEMENTS.
plugtodesign reserves the right to charge fees for the Service or any portion thereof and any applicable fees will be posted on plugtodesign Website. If Client is required to pay a fee for all or any part of the Service for which Client has chosen to register, Client hereby authorizes plugtodesign to charge Client’s valid and current credit or debit card in advance for all applicable fees incurred by Client in connection with Client’s chosen Service and Client’s Account. Client’s Service and Account will automatically renew at the end of each subscription period, unless the Service or Client Account is terminated 30 days in advance of the end of the then-current term. If there is any annual, monthly or similar periodic subscription fee associated with Client Account, these fees will be billed automatically to Client’s designated valid and current credit or debit card at the start of each renewal period, unless Client terminates the Service 30 days in advance of renewal period. If Client registered for the Service using a plugtodesign promotional code or discount, after the initial promotional period expires, Client’s subscription (base package and any purchased upgrades) will automatically be renewed and billing will continue at the then-current prices for the Service. Client further acknowledges that it is Client’s responsibility to notify plugtodesign of any changes to Client’s credit card and to update Client’s credit card number if Client’s credit card has expired, otherwise (i) Client’s access to the Service may be disconnected or interrupted, (ii) Client’s website may be shutdown, and/or (iii) Client’s website may not be accessible by anyone through the Internet. All fees shall be paid in US dollars (US$). plugtodesign shall consider ownership of an account and its constituent site(s) to be the identity of the person providing payment; or for free trial sites, the identity of the person registered for the trial period. However, if the owner of the domain is different than the person paying for it, and there is conflict, plugtodesign will consider the owner of the domain to be the owner of the account.
plugtodesign reserves the right to change any fees (which includes but is not limited to, increasing prices and charging a fee for upgrades and/or a Service for which plugtodesign does not currently charge a fee) at any time provided, however, that plugtodesign will provide Client with reasonable notice prior to making any fee changes. In addition, plugtodesign will also give Client reasonable notice before any modification to the Service that could adversely impact Client’s Site(s). If Client finds any change to the Service to be unacceptable, Client is free to cancel any part of the Service or Client’s Account at any time; such cancellation shall be governed by the provisions of Section 19 of this Agreement – Termination/Cancellation of Client Account.
Client agrees to pay Client’s Account balance on time. Client also agrees to pay any taxes, including sales or use taxes, resulting from Client’s use of the Service. Client is responsible and liable for any fees, including attorney and collection fees, that plugtodesign may incur in its efforts to collect any remaining balances due from Client. This Section 3 shall in no way limit any other remedies available to plugtodesign . Client also acknowledges and agrees that Client will be billed for and will pay any outstanding balances if Client cancels Client’s Account or Client’s Account is terminated due to Client’s breach of this Agreement. Client must notify plugtodesign of any billing problems or discrepancies within 30 days after they first appear on Client’s credit card account statement. If Client does not notify plugtodesign within 30 days, Client waives any right to dispute such problems or discrepancies.
If Client has registered for a trial of a Service (“Trial Period”), Client will have the entire Trial Period to purchase the Service that the Client is using in order to retain any Client Content (as defined below) that is on the Client Site(s) that was built during the Trial Period. If Client has not purchased the Service by the end of the Trial Period, all of the Client Content will be deleted. plugtodesign is not responsible for any damages to Client in the event Client decides not to subscribe to the Service and plugtodesign deletes the Client Content after the Trial Period expires.
plugtodesign may show advertisements on any portion of the Service that it provides to Clients free of charge, excluding limited-timed free trial accounts. Please see Section 9 of this Agreement for more information regarding third party advertising content.
- plugtodesign SUPPORT SERVICES.
4.1 General Support Services.
Email Support :firstname.lastname@example.org
Telephone :(1-800-235-6076 ), 9 a.m. to 6.p.m. EST Monday-Friday
Support :By clicking on Live Support icon on http://plugtodesign.com/
4.2 Phone Support Service.
Clients in good standing are eligible for limited phone support for technical issues (as determined solely by the phone support representative).
Do It For Me Website Clients will receive Webmaster Support, depending on the subscription plan purchased. (Do It For Me Website Clients can also purchase additional Webmaster Support beyond what is included in the subscriptions. The term “Webmaster Support” shall mean an instance when a customer support representative makes content changes to a Client’s site or service as per the Client’s express request and authorization, using the Content Management System. Do It Yourself Website Clients do not receive Webmaster support, but such Clients can purchase Webmaster hours at an additional price. To see prices of additional Webmaster support, go to Pricing & Packages page on http://plugtodesign.com/
If Client needs additional support, Client should consider buying additional voice support hours as indicated in the Pricing page on http://www.plugtodesign .com/ or such future URL as plugtodesign may designate. These hours will be debited after Client consumes any free webmaster support time available to Client every month. Any unused portions of the free support time will automatically expire at the end of the billing month, every month.
Client agrees to provide true, accurate and complete information and to refrain from impersonating any person or falsely representing Client’s affiliation with any person or entity. Client shall maintain a valid E-mail address at all times. Client shall be responsible for maintaining the confidentiality of Client’s Account and password and shall be responsible for any and all transactions by users given access to such account or password and any and all consequences of use or misuse of such account and password. Client shall be responsible for all actions by such users, including without limitation former employees and former partners, and shall indemnify plugtodesign for such actions as set forth in Section 15.
- CLIENT ACCOUNT LIMITATIONS.
Client hereby acknowledges that plugtodesign may, from time to time, establish general practices and limits concerning the use of the Service, including without limitation (a) the maximum number of days that E-mail messages, Guestbook entries, discussion board postings or other content posted on the Client Website will be retained by plugtodesign , (b) maximum limits on bandwidth usage that will be allotted to Client, (c) maximum limits on storage space, (d) the maximum number of Websites per Client Account, (e) maximum number of photographs or other data according to the type of Client Account, (f) maximum limits on the number of pages within each Client Web Site, (g) maximum time limitations for the retention of Client Content following a Trial Period or account cancellation. plugtodesign further reserves the right to delete at any time, without prior notice, duplicate images uploaded for printing. Any of the foregoing limits will be consistent with the Service (including any upgrades) for which Client has registered. Client agrees that plugtodesign has no responsibility or liability for the deletion or failure to store any content maintained or transmitted by the Service. Client further acknowledges and agrees that plugtodesign reserves the right to change these general practices and limits at any time, at its sole discretion, with or without notice.
- CONTENT SUBMITTED TO plugtodesign .
The Service includes a number of elements such as Client sites, Discussion Boards and/or other message or communication facilities designed to enable Clients to disseminate and exchange thoughts and opinions to and with other users or the public. Although plugtodesign firmly believes in the value of free and open dissemination and exchanges, it is under no obligation but does reserve the right to monitor, pre-screen or otherwise remove any content stored in its servers. Therefore, plugtodesign cannot be responsible for the appropriateness, accuracy, sufficiency, correctness, veracity, completeness or timeliness of such thoughts and opinions. Client acknowledges that Client should always use caution when posting any personally identifying information about Client or Client’s employees on the Service, the Client Site, or any other user sites.
- CLIENT CONDUCT.
Client’s right to use the Service is personal to Client and Client’s company and its employees (if applicable). Client, and not plugtodesign , is entirely responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Client Content”) posted via the Service. Client, and not plugtodesign , is also responsible for compliance with all laws, regulations and ordinances connected with all aspects of Client’s use of the Service. Client shall not use the Service for any illegal purpose in violation of any local, state, federal or international law. Client must provide all required and appropriate warnings, information and disclosure as well as comply with all applicable laws and regulations, and take all other required and appropriate actions (collectively, “Information and Actions”) in connection with Client’s use of the Service. If the Service does not provide adequate facility or features for Client to provide such Information and Actions, then Client shall not use the Service.
plugtodesign does not control or monitor the Client Content posted via the Service and as such does not guarantee the accuracy, integrity or quality of such content. plugtodesign reserves the right, but is not obligated, to review the Client Content posted via the Service and to refuse or remove any such materials at its sole discretion without notice at any time. plugtodesign also reserves the right to disclose any information or materials as necessary to satisfy any applicable law, regulation, legal process or governmental request as well as to edit, refuse to post or remove any information or materials, in whole or in part, from the Client Content at plugtodesign ’s sole discretion. With respect to the content on the Client Website, Client agrees not to:
A. post, upload or otherwise transmit any content which is misleading to others or impersonates any person or entity or falsely states or otherwise misrepresents Client’s affiliation with a person or entity to others, including, but not limited to, consumers;
B. post, upload or otherwise transmit any content that is threatening, abusive, harassing, tortuous, defamatory, obscene, libelous, invasive of another’s privacy, hateful or racially and ethnically defamatory;
C. post, upload or otherwise transmit any content that Client does not have a right to post and transmit under any law or under contractual or fiduciary relationships (such as information learned or disclosed as part of employment relationships or under nondisclosure agreements);
D. post, upload or otherwise transmit any content, such that such posting, uploading or transmission constitutes the infringement of any patent, trademark, trade secret, copyright or other proprietary rights of any party;
E. post, upload or otherwise transmit any materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy, limit or otherwise compromise the functionality of any computer software, computer hardware or telecommunications equipment and/or attempt to access the accounts of others or attempt to penetrate security measures of plugtodesign , its vendors or suppliers or other entities’ systems (“hacking”), whether or not the intrusion results in corruption or loss of data;
F. post, upload or otherwise transmit any materials that impose an unreasonable or disproportionately large load on plugtodesign ’s infrastructure that exceed the limits provided by the Service for which Client registered;
G. post, upload or transmit any unsolicited or unauthorized advertising, promotional materials, “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation;
H. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
I. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
J. forge any headers or execute other manipulation of identifiers in order to disguise the origin of any content transmitted through the Service;
K. promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals; or
L. sell, distribute, disseminate or link to any sites for marketing, sales and/or distribution of: firearms, explosives, ammunition, tobacco products and any other products or services that (i) Client cannot legally sell, (ii) are misrepresented and/or (iii) if sold via the Client Website could cause plugtodesign to violate any law, statute or regulation.
M. post or disclose any personal or private information or images about children or any third party without their consent (or a parent’s consent in the case of a minor).
plugtodesign may terminate Client’s account for failure to comply with any of the above listed rules of Client Conduct. Additionally, plugtodesign may request Client to place all or any portion of the Client Content behind password protection if plugtodesign determines that such content is inappropriate for the community at large but does not otherwise violate the terms of this Agreement. If plugtodesign has requested Client to place Client Content behind password protection or if Client independently determines that the Client Content appropriately belongs behind password protection, Client may not publish the password in such a way that negates the limited-access nature of the password protected site. If plugtodesign requests Client to place any Client content behind password protection and Client fails to do so promptly, plugtodesign reserves the right to (a) place such content behind password protection itself, or (b) terminate Client’s Account.
- THIRD PARTY CONTENT.
For Client’s convenience, the Service may contain products, services, content and information from third party providers (which includes advertisers and affiliates) and/or links to their Websites (“Third Party Content”). Such Third Party Content is not under the control of plugtodesign and plugtodesign is not responsible for such content, including, without limitation, any link contained in such content or any changes or updates to such content. plugtodesign is under no obligation, but does reserve the right, to pre-screen Third Party Content available on the Service and does not assume any responsibility or liability for the content provided by others. plugtodesign is providing such Third Party Content to Client only as a convenience, and the inclusion of such content does not imply endorsement by plugtodesign of such content or the affiliate or advertiser. Client may be subject to additional and/or different terms, conditions and privacy policies when using third party products, services, content, software or sites. plugtodesign does reserve the right to remove content that, in Plugtodesign’s judgment, does not meet its standards, but plugtodesign is not responsible for any failure or delay in removing such material.
plugtodesign is not and will not be responsible for (i) the terms and conditions of any transaction between Client and any third party, (ii) any insufficiency of or problems with any such third party’s background, insurance, credit or licensing or (iii) the quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services. In the event that Client has a dispute with any such third party, Client releases plugtodesign (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
- DISCLAIMER OF WARRANTIES.
CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT: a. CLIENT’S USE OF THE SERVICE IS AT CLIENT’S SOLE RISK. plugtodesign AND ITS SUPPLIERS PROVIDE THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, AND CLIENT SITE(S) “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. plugtodesign AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET CLIENT’S REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE AND (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY CLIENT THROUGH THE SERVICE WILL MEET CLIENT’S EXPECTATIONS.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, OR CLIENT SITES IS DONE AT CLIENT’S OWN DISCRETION AND RISK, AND CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- LIMITATION OF LIABILITY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, IN NO EVENT SHALL plugtodesign AND/OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, DATA OR PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF plugtodesign OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, ARISING OUT OF OR IN CONNECTION WITH (A) THE USE OR INABILITY TO USE THE SERVICE, (B) THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, (C) ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICE OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO CLIENT. IN NO EVENT SHALL Plugtodesign’S AGGREGATE LIABILITY TO CLIENT AND/OR ANY THIRD PARTY ARISING FROM OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT CLIENT ACTUALLY PAYS TO plugtodesign UNDER THIS AGREEMENT DURING THE ONE (1) MONTH PRECEDING THE DATE THE CLAIM AROSE OR ONE HUNDRED US DOLLARS, WHICHEVER IS LESS. Without limiting the foregoing, neither plugtodesign nor its suppliers is responsible for any of Client’s data residing on plugtodesign Server or plugtodesign ’s suppliers’ hardware. Client is responsible for backing-up Client’s data and information that may reside on a plugtodesign Server or Plugtodesign’s suppliers’ hardware, whether or not such information is produced through the use of the Service. It is Client’s responsibility to take the necessary steps to ensure that Client’s primary means of business is maintained (if applicable).
- ADDITIONAL REPRESENTATIONS AND WARRANTIES.
You represent, warrant and covenant that (a) you have the power and authority to enter into this Agreement; (b) you are at least eighteen (18) years of age; and (c) you will only use the plugtodesign Sites in accordance with these Terms of Service. You further represent that you are and will at all times be in full compliance with all applicable laws, regulations, rules and ordinances (collectively, “Laws”) regarding your business, the sale and use of the products, and as otherwise related to this Agreement and Client’s performance hereunder.
A. Export Restrictions.
You acknowledge and agree that products or services provided by plugtodesign are subject to the export control laws and regulations of the United States, potentially including but not limited to the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls. You will comply with these laws and regulations. You shall not, without prior U.S. government authorization, export, re-export or transfer plugtodesign products or services, either directly or indirectly, to any country subject to a U.S. trade embargo or to any resident or national of any such country, or to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury. In addition, plugtodesign products or services may not be exported, re-exported or transferred to an end-user engaged in activities related to weapons of mass destruction or acts of terrorism. Such activities include but are not necessarily limited to activities related to: (1) the design, development, production or use of nuclear materials, nuclear facilities or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects; and (3) the design, development, production or use of chemical or biological weapons.
- PROPRIETARY RIGHTS TO CLIENT CONTENT.
plugtodesign does not claim ownership of the Client Content that Client provides to plugtodesign and/or places on the Client Site. However, Client grants plugtodesign a worldwide, royalty-free, non-exclusive license to (i) host, use, reproduce, modify, distribute, transmit, combine with information provided by third parties and publicly display the Client Content on and through the Service and in plugtodesign ’s promotional or advertising materials (only for the limited purpose of promoting the Service), and (ii) sublicense to third parties such Client Content to the extent necessary for the creation and maintenance of, in part or in whole, such Websites. No compensation will be paid or due to Client with respect to plugtodesign ’s or its licensee’s use of the materials as referenced above. By posting messages, uploading files, inputting data, submitting any feedback or suggestions, or engaging in any other form of communication with or through any Client Site, Client warrants and represents that Client owns or otherwise controls the rights necessary to do so and to grant plugtodesign the license set forth above, and, pursuant to the terms set forth in Section 13, Client will defend and indemnify plugtodesign and its suppliers from any third party claim related to a breach of any of the foregoing representations and warranties.
- plugtodesign PROPRIETARY RIGHTS/SOFTWARE LICENSES.
Client acknowledges and hereby agrees that the Service and any software used in connection with the Service (the “Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Client further acknowledges and agrees that content contained in sponsor advertisements or information presented to Client through the Service, advertisers and/or Discussion Boards is protected by applicable copyrights, trademarks, service marks, patents and other proprietary rights and laws.
plugtodesign provides Client with a non-exclusive, non-transferable, limited license to use the Software, which Client agrees to use in accordance with this Agreement. Client may not sub-license or charge others to use or access the Software without first obtaining written permission or a written agreement from plugtodesign . The Software is owned by plugtodesign and/or its suppliers and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction, modification, creation of derivative works from or redistribution of the Software is expressly prohibited, and may result in severe civil and criminal penalties. The Software, its structure, sequence and organization and source code are considered trade secrets of plugtodesign and its suppliers and are protected by trade secret laws. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. CLIENT MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER.
Client agrees to indemnify and hold plugtodesign and its suppliers, affiliates, partners, subsidiaries and employees (collectively, the “Indemnified Parties”) harmless from any and all claims and demands, losses, liability costs and expenses (including, but not limited to, reasonable attorneys’ fees), incurred by an Indemnified Party arising out of or related to (i) Client’s breach of this Agreement; (ii) any information (including but not limited to Client Content and Client’s publicly posted information) submitted, posted or otherwise provided by Client at the Client Site and/or to plugtodesign and/or its affiliates; (iii) any dispute or litigation between an Indemnified Party and a third party caused by Client’s actions; and (iv) Client’s negligence or violation or alleged violation of any rights of another; (v) any third party claim against the Indemnified Party for: (1) personal injury or property damage to the extent such liabilities arise out of or result from the negligence or other tortuous conduct of Client; (2) the breach of any representation or warranty made by Client; or (3) any claim by a customer of Client against any Indemnified Party to the extent such liabilities arise out of or result from Client’s business dealings with such customer, including without limitation the provision of any products or services to such customer. These obligations will survive any termination of Client’s relationship with plugtodesign or Client’s use of the Service. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence or breach of warranty or contract of plugtodesign and/or its suppliers, affiliates, partners, subsidiaries and employees.
- COPYRIGHT AND TRADEMARK NOTICES.
All materials of the Service and the Software (as well as the organization and layout of the Service) are owned and copyrighted or licensed by plugtodesign , its affiliates or its suppliers. All rights reserved. No reproduction, distribution or transmission of the copyrighted materials of the Service, which includes the plugtodesign Website (and any successor Websites or additional Websites or any co-branded Websites), and/or the Software, is permitted without the written permission of plugtodesign . Any rights not expressly granted herein are reserved.
plugtodesign , plugtodesign.com, the plugtodesign logo, plugtodesign Business Center, plugtodesign Designer and other plugtodesign logos and product and service names are trademarks of plugtodesign , Inc. (the “Plugtodesign Marks”). Client agrees not to display or use the plugtodesign Marks in any manner whatsoever without plugtodesign ’s prior permission. From time to time plugtodesign may offer a limited license to Clients to display plugtodesign award logos or other symbols of merit on Client Websites after plugtodesign in its sole discretion confers such distinctions to applicable Clients. However, plugtodesign reserves the right to withdraw such logos or symbols and delete them at its sole discretion for any reason.
- NOTIFICATION OF CLAIMS OF COPYRIGHT INFRINGEMENT.
Any notifications of claimed copyright infringement should be sent to plugtodesign ’s Registered Agent. plugtodesign respects the intellectual property of others and we ask our users to do the same. plugtodesign may, in appropriate circumstances and at its discretion, terminate the accounts of Clients who infringe the intellectual property of others.
If you believe that your copyrighted work has been infringed and you want us to take down or disable the infringement, you must provide us with all the information requested below. The information requested is intended to substantially conform to the requirements set forth in the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (c)(3)(A). We therefore require from you:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work you claim is being infringed, or, if you want to cover multiple copyrighted works in a single notice, a representative list of such works.
- Identification of the material that you claim is infringing or is the subject of infringing activity and that you believe should be removed or access to which should be disabled, with information reasonably sufficient to permit us to locate the material.
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number and, if available, an E-mail address at which you may be contacted.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law.
- A statement that the information in your notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Any notification by a copyright owner or a person authorized to act on their behalf that fails to comply with the provisions above shall not be considered sufficient notice and shall not be deemed to confer upon plugtodesign actual knowledge of facts or circumstances from which infringing material or acts are evident.
A. Registered Agent. Pursuant to 37 C.F.R. § 201.38 (the “Interim Regulation”), plugtodesign ’s registered agent is as follows:
This information is provided to help users of our website report potentially infringing items on plugtodesign and/or Clients’ websites created, hosted and maintained by plugtodesign .
- MODIFICATION OF THE SERVICE.
plugtodesign reserves the right, at its sole discretion, to, at any time, modify or discontinue the Service (or any part thereof), temporarily or permanently, including the imposition of limits on certain features and services or restriction of access to parts or all of the Service, with or without notice. Client agrees that plugtodesign shall not be liable to Client or to any third party for any modification, suspension or discontinuance of the Service. Client further agrees that plugtodesign shall have the right to remove any feature from the Client Site, with or without notice to Client, at any time at Plugtodesign’s sole discretion, if plugtodesign discontinues offering the feature for any reason. If Client does not agree to any such modifications, Client’s sole and exclusive remedy is to cancel Client’s Account.
- TERMINATION/CANCELLATION OF CLIENT ACCOUNT.
Either Client or plugtodesign may terminate or cancel Client’s Account (or any part of the Service) at any time.
A. Termination by Client. Client may cancel Client Account or any part of the Service at any time. To cancel Service, Client must call +1-800-270-0663 ; or, at plugtodesign ’s sole discretion, on a case-by-case basis, by submitting a filled-out cancellation form made available to Client by customer service team. It is the Client’s responsibility to fill out and submit the cancellation form. In order to protect the Client, cancellation is not effective until the form is submitted. Client will receive a cancellation confirmation via email after plugtodesign processes Client’s cancellation request. plugtodesign reserves the right to collect fees, surcharges or costs incurred before Client cancels Client’s Account in addition to applicable cancellation fee(s).
Client must provide plugtodesign with the following information in order for plugtodesign to process the cancellation:
The exact name of the Service that Client would like to cancel
Client’s Project ID and URL
Client’s E-mail address
Client’s reason for canceling the Service
B. Termination by plugtodesign. plugtodesign may terminate Client’s Service or Client’s Account if plugtodesign decides, at Plugtodesign’s sole discretion, to discontinue offering the Service. Additionally, plugtodesign , at its sole discretion, may terminate Client’s Site, Client’s Account or Client’s use of the Service for any reason, including, without limitation: (i) if Client breaches this Agreement, (ii) if plugtodesign is unable to verify or authenticate any information that Client provides to plugtodesign , (iii) if plugtodesign believes that Client has violated or acted inconsistently with the spirit of this Agreement,(iv) if Client has not paid fees due to plugtodesign for Services and such fees remain unpaid for a period of 30 days when they were first due or (v) Client uses profanity or threats of violence when interacting with plugtodesign support staff.
C. Effect of Termination. Upon termination of Client’s Account for any reason, plugtodesign reserves the right to (a) collect all charges, fees, commitments and obligations incurred or accrued by Client; (b) delete any Client Content, listings, messages or other information in connection with Client’s Account; (c) prohibit Client’s access to Client’s Account, including without limitation by deactivating Client’s password; and (d) refuse Client future access to the Service. In no event shall plugtodesign be required to refund, redeem or pay amounts to Client upon termination of Service or return any Client Content, except as mentioned below in sub-clauses i, ii, and iii.
i. Client Data. Client website and the applications that are used to render, manage and administer Client website are proprietary software of plugtodesign and Client does not have any rights to them. Client has complete ownership of all data that was supplied by Client to plugtodesign at the time of creating the website and data that Client may have subsequently added to the website through the plugtodesign website Content Management System provided to Client and the data stored by the applications that Client subscribed to for its website. At Client’s explicit request, plugtodesign can consolidate all Client-supplied data in the form of text, pictures and application data and send it across to Client either through E-mail or by regular mail; in either case, when such information is sent out to the E-mail address and/or postal address registered with us as the administrative contact of Client, it will be treated as delivered. Client can request this option by paying in advance an amount of US $250.00 per such data extraction request. plugtodesign reserves the right to revise this fee at its sole discretion.
ii. Website Design & Content. Client acknowledges and agrees that website design and content provided by plugtodesign is solely owned by plugtodesign and the Client does not have any rights to it. If plugtodesign determines that the Client is using this proprietary material after termination, the Client agrees to pay $2,500 in damages and to immediately cease and desist using the proprietary material. Client also agrees to reimburse plugtodesign for any and all legal fees incurred to settle the case.
iii. Impact on Fees. Client will owe to plugtodesign all fees due until the date of cancellation, including setup fees, fees for additional services rendered by plugtodesign at Client’s request and monthly subscription fees until the end of the then current month of subscription in which the cancellation is made. If such fees have not been paid by Client to plugtodesign , they will become due immediately. If Client has already paid such fees in advance, plugtodesign will adjust the subscription fees owed to it and refund the balance to Client; such refunds will be dispersed within 30 days of expiry of the end of the then current month of subscription in which cancellation is made. If Client cancels before walkthrough, all setup and subscription fees are eligible for refund. If Client cancels after walkthrough but before website goes live, 50% of setup fees and 100% of subscription fees are eligible for refund. Once a website is live, setup fees are not refundable but plugtodesign will pro-rate and refund pre-paid subscription fees. When cancellation occurs before the end of the pre-paid term, plugtodesign rescinds any discount given before calculating a refund total.
iv. Domain Name. If plugtodesign has registered your domain name, you must pay a fee of $20 (TWENTY US DOLLARS) before it will be released to you after cancellation of service.
v. Reactivation of Client Account. If Client chooses to reactivate a Client Account that had been terminated, Client can request plugtodesign to do so within six months of such deactivation or termination. However, a terminated or deactivated Client Account can be reactivated and all Services restored only after Client has addressed to plugtodesign ’s satisfaction the breaches that led to deactivation/cancellation and paid to plugtodesign all outstanding bills. plugtodesign will also charge a non-refundable reactivation fee of $100.00 (ONE HUNDRED US DOLLARS) each time Client requests Service reactivation. plugtodesign reserves the right to revise this fee at its sole discretion.
Statements, notices and other communications to Client may be made by mail, E-mail, postings within Client’s account or other reasonable means. Client shall be solely responsible for updating the account’s registered E-mail and postal address. plugtodesign shall not be responsible for any undelivered notices caused by Client’s failure to update the account information. plugtodesign may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices generally on http://www.plugtodesign .com/ or such future URL as plugtodesign may designate. Client shall send notices to:
- ARBITRATION/ JURISDICTION.
Client agrees that any dispute or claim arising out of or related to the Service or this Agreement, or the interpretation, making, performance, breach or termination thereof, shall be finally settled by binding arbitration in New York City, N.Y., under the American Arbitration Association Rules by one arbitrator appointed in accordance with said Rules. The proceedings shall be conducted and all evidence shall be offered in the English language. Client agrees that any claim against plugtodesign must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be barred forever.
Notwithstanding the above, plugtodesign may apply to any court of competent jurisdiction (i) for a temporary restraining order, preliminary injunction or other interim or conservatory relief as necessary, including without limitation for breach of Section 14 (plugtodesign Proprietary Rights/Software License) or (ii) to collect fees due and owing from Client pursuant to this Agreement, without breach of this arbitration agreement and without any abridgment of the powers of the arbitrator.
This Agreement shall be governed in all respects by the laws of New York, U.S.A. Such law shall be applied by the arbitrator to the merits of any dispute or claim. For any non-arbitral action or proceeding arising out of or related to the Service or this Agreement, both parties submit to sole and exclusive jurisdiction and venue in the courts located in New York City, N.Y., and further agree that any such action or proceeding shall be brought in a court in New York City, N.Y.
A printed version of this Agreement shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Plugtodesign’s failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. Client shall not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without prior written approval of plugtodesign, and any such attempted assignment shall be void. plugtodesign shall have the right to freely assign this Agreement, and its rights and obligations hereunder, to any third party without requiring the consent or notice of Client. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefits of the parties hereto, their successors and permitted assignees. This Agreement sets forth the entire understanding and agreement between plugtodesign and Client with respect to the subject matter hereof. The section and subsection titles in the Agreement are for convenience only and have no legal or contractual effect. Each party is an independent contractor and not an agent or representative of any other party. No party shall have any right or authority to create any obligation or make any representation or warranty in the name or on behalf of any other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon any party. The parties acknowledge and agree that this Agreement may be entered into electronically, and without the necessity of written signatures.
The Services hereunder are offered by plugtodesign Inc., located at 103 Morgan Lane, Suite 102, Plainsboro, NJ 08536, USA.
- INDEPENDENT REVIEW.
CLIENT ACKNOWLEDGES THAT CLIENT HAS READ THIS AGREEMENT AND ALL RELATED SITE SCREENS REFERENCED AND INCORPORATED IN THIS AGREEMENT AND THAT CLIENT AGREES TO ALL ITS TERMS AND CONDITIONS. CLIENT HAS INDEPENDENTLY EVALUATED ALL ASPECTS OF THIS AGREEMENT AND THE DESIRABILITY OF ENTERING INTO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.
- SERVICE-SPECIFIC TERMS.
The following terms apply in addition to paragraphs 1-23 if Client has subscribed to a Service package which includes the particular service described. plugtodesign may change service providers or stop providing the following services at any time without notice to Client; and Client shall permit plugtodesign to act as its agent with respect to the following services:
A. Internet Domain Names.
plugtodesign has chosen independent Third Party Domain Name Vendors (“TPDNV” or “TPDNVs”), which are ICANN-accredited registrars, to provide domain name registration services. Client hereby authorizes plugtodesign , if requested, to transfer in or acquire Client’s selected domain name from TPDNVs. plugtodesign currently offers this service from www.srsplus.com, but these TPDNVs may change from time to time at plugtodesign ’s sole discretion. Client must agree with to TPDNVs’ Terms and Conditions in order for plugtodesign to register a domain name with that TPDNV. In order to receive a domain name, Client must agree and remain agreeable through the use of the Domain Name, to the TPDNVs’ terms of service which the TPDNVs may change at any time at their sole discretion. Client understands that Client is creating a separate contractual relationship between Client and the TPDNVs, and that the Client, and not plugtodesign , is responsible for all liability and obligations in connection with that relationship.
If, after registering one or more domain names that may be included with a plugtodesign Service package, because of Client’s incorrect registration of a domain name or otherwise, client chooses to delete a previously registered domain name and subsequently register one or more additional different Domain Names, Client will be charged the resulting Domain Name registration fees. Client will be responsible for renewing the domain name registration every year. plugtodesign accepts no responsibility for expired and/or the subsequent unavailability of domain names. If the Client so requests, plugtodesign can renew Client’s domain name on Client’s behalf and Client hereby authorizes plugtodesign to charge its credit card, on record for paying monthly subscription fees to plugtodesign , for such domain name registration fees as charged by TPDNV. For Do It Yourself Websites, plugtodesign must be the Technical Contact for the domain. Clients must manage DNS entries through the plugtodesign portal, available on http://www.plugtodesign .com/.
Client will be listed as the registrant and administrative contact in connection with Client’s domain name; however, plugtodesign may temporarily list itself as the registrant and administrative contact in the event that it changes to a different TPDNV until the TPDNV change is completed. Client hereby authorizes plugtodesign to list itself as the billing contact, technical contact and name servers in connection with Client’s domain name and to take any actions plugtodesign deems appropriate in those capacities. However, upon termination of the Service, plugtodesign will immediately cease acting in those capacities including in the switching of registrars. After such time, plugtodesign will not be responsible to forward any notices, E-mails or other correspondence to Client or to take any other actions in connection with Client’s domain name. Additionally, in the event that a Client account is suspended by plugtodesign for lack of payment or any other reason, plugtodesign shall not renew any domain names that may become due for renewal during the suspension of the account. Client will be solely responsible for all ongoing fees, as well as removing plugtodesign as the billing, technical contact and name servers in connection with Client’s domain name.
B. Google Apps.
At no additional cost to Client, and if the Client so chooses, plugtodesign shall configure Google Apps to work with Client’s domain name. Google Apps is a service provided directly by Google and features several web applications, some of which are Google Mail on customer’s domain, Google Analytics, Google Calendar, Google Docs, Google Contacts, Google Chat and Google Sites. Based on Client’s business requirements plugtodesign can help Clients configure and integrate these applications with Client’s domain name. These options are available only if Client chooses to have Email services administered by plugtodesign . plugtodesign is not responsible for the actions or inaction of Google or the unavailability or malfunction of their network or services. plugtodesign is not a party to, and shall not be involved in or responsible for transactions, agreements and/or disputes between Client and Google (“Google Dispute”). In the event of a Google Dispute, Client hereby releases plugtodesign (and its officers, directors, agents, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any connected with such disputes. By using these services from Google, Client agrees to the terms and conditions of Google Apps that can be reviewed at http://www.google.com/a.
By asking plugtodesign to configure and administer Google Apps for Client’s domain name, Client hereby explicitly indicates its acceptance of all terms and conditions that govern the use of Google Apps and the Client permits plugtodesign to administer these Apps on its behalf. Use of any Google Apps creates a direct contract between Client and Google and plugtodesign will not be a party to the contract in any manner, whatsoever.
Google, Google Apps, Google Mail, Google Analytics, Google Calendar, Google Docs, Google Contacts, Google Chat and Google Sites are all trademarks and property of Google, Inc. plugtodesign is only involved with configuring these applications on Client’s domain name on Client’s behalf.
C. Standard Clip-Art and Photos.
E. Services from Third Parties
From time to time, plugtodesign may bring additional services to its Clients or change some of the present Services to be provided through third parties, together called Services from Third Party (SFTP). If some of the present Services are converted to SFTP, plugtodesign will ensure that the quality of the service does not degrade on any count. Should there be a change in the quality or the manner of such services rendered to Clients or Clients’ customers, the Client shall have the option of choosing not to continue to subscribe to the affected Services or all Services offered by plugtodesign and Client can terminate its Agreement to procure the named Service or all Services from plugtodesign , as per Clause 19 of this Agreement.
If plugtodesign introduces additional services from such third parties, Client may choose, at its sole discretion, to subscribe to such services. If the Client chooses to subscribe to these additional services, Client indicates their acceptance of all the terms and conditions of service of these SFTPs, including, but not limited to, a possibility of additional fees being charged for some of these additional services. In order to receive SFTPs, Client must agree and remain agreeable through the use of the Services, to the terms of service for these SFTPs, which the third parties may change at any time at their sole discretion. Client understands that Client is creating a separate contractual relationship between Client and the providers of these SFTPs, and that the Client, not plugtodesign, is responsible for all liability and obligations in connection with that relationship.
- AGREEMENT ACKNOWLEDGEMENT
This ‘Customer Agreement’ supersedes any written, electronic, or oral communication you may have had with plugtodesign or any agent or representative thereof, and constitutes the complete and total agreement between the parties. In the event that any provision of this agreement is determined to be invalid or unenforceable, all other provisions shall remain in full force and effect and said provision shall be reformed only to the extent necessary to make it enforceable.