Congratulations on choosing NET PRO WEB SOLUTIONS!
Acceptance of Terms
This Terms of Agreement (TOA) agreement is between you (Client) and Net Pro Web Solutions, LLC (Net Pro Web Solutions or NET PRO WEB SOLUTIONS),a Limited Liability Corporation and its legal successors and assigns. Net Pro Web Solutions may do business under the names Net Pro Web Solutions™ or NET PRO WEB SOLUTIONS™, among others.
By accepting this Terms of Agreement (TOA) electronically or in writing, and/or by using NET PRO WEB SOLUTIONS' services, including but not limited to, submission of content to NET PRO WEB SOLUTIONS' design department, payment or authorization of payment, you (Client) agree to be bound by the following terms and conditions. Client also agrees that Client's electronic acceptance of this TOA shall have the same force and effect as if Client had agreed to this TOA in writing.
NET PRO WEB SOLUTIONS provides its services to Client subject to the following TOA,
which may be updated from time to time without notice. Client should
periodically review the most current version of the TOA at http://www.NETPROWEBSOLUTIONS.com/. Failure to comply with the TOA may result in
account termination. By using NET PRO WEB SOLUTIONS' services Client
agrees to (and hereby signs) the most current version of the TOA. If
Client does not expressly reject the TOA and cancel Client's account within 5
days from the date of initial sale, Client agrees to (and hereby signs) the TOA
and NET PRO WEB SOLUTIONS is instructed to commence work on the Client's
website as if Client had expressly accepted the TOA.
Client's acceptance of the TOA is binding upon all NET PRO WEB SOLUTIONS services including the purchase of additional services or additional websites or accounts at a later date.
Description of Service
NET PRO WEB SOLUTIONS designs and hosts websites and provides other website-related services, including, but not limited to, support and modification of websites, e-commerce, flash, web-traffic reporting, database development, easy interface for updating the website, email accounts and additional website-related services. Client understands that NET PRO WEB SOLUTIONS' services may include certain communications from NET PRO WEB SOLUTIONS such as advertisements, notices, service announcements and newsletters. Client is responsible for obtaining access to NET PRO WEB SOLUTIONS' services that may involve 3rd party fees (including but not limited to, ISP, merchant accounts and gateways). Client is also responsible for all equipment and software necessary to access NET PRO WEB SOLUTIONS' services.
Electronic Delivery Policy
NET PRO WEB SOLUTIONS is a website-related business and communicates with its Clients electronically. When Client accepts this TOA Client consents to receive electronically from NET PRO WEB SOLUTIONS any notices, agreements, disclosures, or other communications (Notices). Client agrees that NET PRO WEB SOLUTIONS may send electronic Notices in either of the following ways 1) To the email address provided to NET PRO WEB SOLUTIONS at the time of sale or 2) to the new email address account Client set up through NET PRO WEB SOLUTIONS. Client agrees to check the designated email addresses regularly for Notices. Notice from NET PRO WEB SOLUTIONS is effective when sent by NET PRO WEB SOLUTIONS, regardless of whether the Notice is read or received by Client.
4. Unacceptable Practices
As NET PRO WEB SOLUTIONS strives to offer the very best service, there are certain guidelines and policies that must govern NET PRO WEB SOLUTIONS' efforts and relationships with its clients. Practices that are in violation of these guidelines and policies are strictly forbidden and may result in the immediate termination of NET PRO WEB SOLUTIONS' services. Such decisions are at the sole discretion of NET PRO WEB SOLUTIONS. Unacceptable practices include, but are not limited to:
As an NET PRO WEB SOLUTIONS Client, you agree to conduct your business in a legal and professional manner. Client understands that all information, data, text, software, music, sound, photographs, video, messages and other material (Content) on Client's website is the sole responsibility of the Client. Client is fully responsible for all website content and agrees to hold NET PRO WEB SOLUTIONS harmless in the event of third parties' legal issues brought against Client for Client's business practices. NET PRO WEB SOLUTIONS retains the right to terminate any accounts that are in violation with the letter or spirit of this TOA. NET PRO WEB SOLUTIONS may also at its sole discretion and at any time, discontinue providing services, or any part thereof, with or without notice. If an account is terminated by NET PRO WEB SOLUTIONS for a TOA violation the Client is not eligible for a full refund and any refund is subject to the Cancellation Fee and Refund Policy. (See Termination )
As an NET PRO WEB SOLUTIONS Client you may have access to editing tools for your website. Client may edit, add or delete content to the website at anytime. With this understanding NET PRO WEB SOLUTIONS may or may not pre-screen content. NET PRO WEB SOLUTIONS shall have the right (but not the obligation) to pre-screen and refuse or remove any content at its sole discretion. Client agrees that Client bears all risks associated with the use of all content, whether edited or written by NET PRO WEB SOLUTIONS or not, including any reliance upon accuracy, usefulness or completeness.
Client acknowledges that NET PRO WEB SOLUTIONS may access, preserve, and disclose Client's account information and content if required to do so by law or in a good-faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal processes, enforce the TOA, provide customer service or protect the rights, property, or safety of NET PRO WEB SOLUTIONS and the public.
Intellectual Property Policy
NET PRO WEB SOLUTIONS respects intellectual property laws, including those applicable to copyright and trademark, and the intellectual property of others. NET PRO WEB SOLUTIONS may terminate accounts for copyright or trademark infringement, or for any other reason NET PRO WEB SOLUTIONS deems appropriate as it may relate to Client's use of another's intellectual property. If you believe your work has been copied and is accessible on an NET PRO WEB SOLUTIONS' website please contact us at NET PRO WEB SOLUTIONS' customer service, NetProWebSolutions@gmail.com.
NET PRO WEB SOLUTIONS will not use copyrighted or trademarked materials on any Client's website without the express written consent of the copyright or trademark owner. It is Client's responsibility to ensure that all content submitted to NET PRO WEB SOLUTIONS is original content and free from third-party copyright or trademark protection, or to obtain permission to use from the copyright or trademark owner. Client assumes full liability for any copyright or trademark infringement of Client's website on any third-party copyright or trademark, including, but not limited to, any infringement due to website content, website design or the look and feel of Client's website. (See Unacceptable Practices).
Client content that is sent to NET PRO WEB SOLUTIONS will remain the intellectual property of the Client. NET PRO WEB SOLUTIONS does not return original content to the Client. Unless a request to return the original content to the Client is made in writing upon submission of the content, the content will be destroyed. NET PRO WEB SOLUTIONS will attempt to honor requests to return original content; however, NET PRO WEB SOLUTIONS has no liability and does not guarantee the return of any content to Client.
Domain names purchased by NET PRO WEB SOLUTIONS and website designs, databases, stores, or programs created by NET PRO WEB SOLUTIONS are the property of NET PRO WEB SOLUTIONS until Client has paid all fees including one full year of monthly hosting.
Recognizing the global nature of the internet, Client agrees to comply with all local rules regarding online conduct and acceptable content. Specifically, Client agrees to comply with a) all laws and regulations regarding the transmission of technical data exported from the
Website Construction Procedure
With help and input from the Client, NET PRO WEB SOLUTIONS will prepare the appropriate custom design and work with the content provided by the Client for development of the site. Client must submit content to the design department before site construction begins on the custom website. Client must electronically accept the TOA before work can commence on the project. After content is submitted by the Client the website is developed. Prior to the website being taken live the client will receive a missing information notification if content is incomplete. Client will then have two weeks to submit complete content. If complete content is not received the website will then be taken live "as-is". If the website is taken live without all of the pages completed due to incomplete content those pages may be banked and developed in the future using Client's design time.
In submitting links to sample sites the Client likes are for general information purposes only and assist NET PRO WEB SOLUTIONS with the design of the Client's custom website. The functionality and detail of the sample sites will not be duplicated unless such functionality and detail are specifically included and itemized in NET PRO WEB SOLUTIONS' agreement form and do not infringe upon the intellectual property rights of others.
The design and content layout are completed by the designer and presented to the Client for approval. After the Client approves the website, the website will go live. The NET PRO WEB SOLUTIONS personnel may review the text before site goes live to correct any possible errors. NET PRO WEB SOLUTIONS will not be held liable for accuracy of information, typos, or spelling errors in any of the content approved by the Client and published on the website. Client will be notified by email that the website is now live.
Client understands, agrees and acknowledges that NET PRO WEB SOLUTIONS does not guarantee a time frame for completion of ANY custom website. A custom website cannot be completed without submission of complete content, design approvals and participation from the Client. If Client continues submitting additional content throughout the design process, the design time frame is increased. If Client does not submit complete content and NET PRO WEB SOLUTIONS is not able to start or complete the custom website design, Client is still responsible for all fees incurred including, but not limited to, set-up, enhancement and monthly hosting charges that begin accruing from date of sale. If Client's website requires custom programming, functionality, flash, e-commerce or the use of a database, the overall development time will be extended.
Client is responsible for testing the functionality of the website upon NET PRO WEB SOLUTIONS' request for approval, and notification that the website has been completed. This includes, but is not limited to, functionality of all website pages, database, e-commerce store, payment functions, galleries, forums etc. Upon Client approval of the website to go live Client agrees services have been rendered and functionality of website has been tested and approved by Client.
The Client understands and agrees that if the Client does not respond within 5 business days to NET PRO WEB SOLUTIONS' request for approval and notification that the website has been completed, the website along with the functionality of the website and services rendered, will be deemed to be approved by the Client, and the website will be taken live "as-is".
The Client understands and agrees that if the Client does not respond to requests for missing information a final notification will be sent to the Client. If the Client does not respond within 5 business days to NET PRO WEB SOLUTIONS' notification or requests for missing information, the website, along with the functionality of the website and the services rendered, will be deemed to be approved by the Client, and the website will be taken live with the missing information "as-is" or "under construction".
In the event that NET PRO WEB SOLUTIONS completes all of the work per the original sale and database write ups, NET PRO WEB SOLUTIONS reserves the right to move the site live and deem the work to be completed without Client's permission if Client will not give approval of the work.
Website Change Requests Before and After Website Goes
NET PRO WEB SOLUTIONS agrees to build a website and/or database to specifications quoted per the original sale. Any additions or changes requested outside of the scope of the original sale, either prior to the custom website going live, or after the site has gone live, will be billed at NET PRO WEB SOLUTIONS' standard hourly rate. NET PRO WEB SOLUTIONS is not obligated to complete Client requests or changes outside of the scope of work of the original sale. If NET PRO WEB SOLUTIONS does not agree to Client requests or changes, Client is still obligated to pay all fees incurred and due.
Enhancements to Website
Client may purchase enhancements to the website at the time of initial sale or anytime thereafter. Enhancements to the website may include, but are not limited to, custom programming, database, flash, e-commerce, logos, galleries, rollovers, etc. Client's requests for enhancements to the original sale will be due and billed separately and at the time of request. The monthly hosting fee will be adjusted according to the enhancements requested or the hosting package selected by Client.
Some enhancements such as, but not limited to, flash, custom programming, functionality, etc, may require that a specifications summary be presented to the Client. If the Client does not object to the specifications summary within 5 business days, the summary will be deemed to be accepted, and NET PRO WEB SOLUTIONS will proceed with the development as outlined. Once work has begun on enhancements purchased by the client there is No Refund if cancelled. Enhancements or additional services purchased after the initial sale are separate purchases and are in addition to and separate from the original sale. If a client cancels an enhancement the original sale is not cancelled.
Net Pro Web Solutions strives to offer the best service available. Customer service complaints or concerns should be emailed to NetProWebSolutions@gmail.com
NET PRO WEB SOLUTIONS makes no representations as to the marketing of Client's products, services or sales. Client's obligation to pay fees due to NET PRO WEB SOLUTIONS are due at time of sale of website design and hosting services and are not contingent upon Client's marketing of said website. Client is responsible for all marketing of Client's website. NET PRO WEB SOLUTIONS is not responsible for marketing of Client's website including search engine rankings.
90-Day Satisfaction Guarantee
Net Pro Web Solutions provides a 90-day satisfaction guarantee. NET PRO WEB SOLUTIONS will continue to change and modify the Client's website to Client's liking, within 90 days from the date of sale or until the website is taken live, whichever comes first, at no additional cost, provided that said revisions are part of the original sale and are not enhancements to the original sale. Changes to the website made after 90 days from the date of the initial sale, or after the website is taken live, will first be billed to the Client's design time hours available based upon the monthly hosting package purchased by the Client. Changes to the website that exceed the design time hours will be billed to the Client at NET PRO WEB SOLUTIONS' standard hourly rate over and above the initial design fee paid. NET PRO WEB SOLUTIONS does not guarantee that the website designed will be exactly what the client has envisioned. NET PRO WEB SOLUTIONS' best effort will be given for the 90-day satisfaction guarantee but NET PRO WEB SOLUTIONS is not obligated to complete multiple redesigns or modifications. While NET PRO WEB SOLUTIONS may agree to make requested changes and to bill the Client's design time or bill the Client directly, NET PRO WEB SOLUTIONS is not obligated to complete Client requests or changes outside of the 90-day satisfaction period. If NET PRO WEB SOLUTIONS does not agree to Client requests or changes, Client agrees and is still obligated to pay all fees incurred and due.
Termination/Cancellation of Services
NET PRO WEB SOLUTIONS, at its sole discretion, may terminate its service and remove and discard any content, for any reason, including and without limitation, for lack of use, or if NET PRO WEB SOLUTIONS believes Client has violated the TOA. NET PRO WEB SOLUTIONS may also at its sole discretion and at any time, discontinue providing services, or any part thereof, with or without notice. Client agrees that any termination of access to NET PRO WEB SOLUTIONS' services under any provision of this TOA may be effected without prior notice and that NET PRO WEB SOLUTIONS may deactivate or delete Client's account and all related information files. Client agrees that NET PRO WEB SOLUTIONS shall not be liable to Client or any third-party for any termination of services. Paid accounts that are terminated will not be refunded. NET PRO WEB SOLUTIONS may suspend or terminate accounts, and shut down website for accounts, that become delinquent for more than 30 days, in which case Client remains responsible for any unpaid balance owed to NET PRO WEB SOLUTIONS. Charges for monthly hosting will continue to incur for delinquent accounts until Client's one year hosting obligation has been met even if account has been suspended or terminated. NET PRO WEB SOLUTIONS also reserves the right to discontinue the designing of Client's website at any time, at NET PRO WEB SOLUTIONS' sole discretion, with an appropriate refund to the Client. Under no circumstances is the refunded amount to exceed the amount collected by NET PRO WEB SOLUTIONS.
If the Client cancels an account before the work is completed or site is live, a cancellation fee is retained . Client agrees that all fees incurred and billed prior to cancellation effective date are valid and Client agrees to pay. Upon request for termination of services the website will be removed. A back-up copy of the website is not maintained by NET PRO WEB SOLUTIONS.
Client agrees to pay all hosting fees and additional services fees owed from the time of sale until the cancellation effective date, and at a minimum for hosting fees for one year. Transferring a domain name to another provider or non-use of Client's hosting account does not constitute termination of the account. Client must notify NET PRO WEB SOLUTIONS in writing or via email to terminate the account services and avoid further monthly hosting charges. It is Client's responsibility to secure confirmation from NET PRO WEB SOLUTIONS that the request for termination has been received and no further hosting fees will be billed.
Requests for cancellation of website hosting services or additional services should be emailed to NetProWebSolutions@gmail.com.
Cancellation Effective Date
Client may terminate hosting services with 30 days written notice, after one full year of paid hosting. The effective date of cancellation is to be 30 days from the date of NET PRO WEB SOLUTIONS' receipt of written notice to cancel. Any monthly fees scheduled to bill after receipt of written notice to cancel but before the effective date of cancellation are valid and client agrees to pay.
If Client has not paid all design, enhancement, hosting and additional services fees due, such fees are due in full at the time of cancellation and Client authorizes NET PRO WEB SOLUTIONS to collect any outstanding fees due, subject to the Cancellation Fee and Refund Policy. Client understands any pending billing for design fee installments previously agreed to will not be cancelled.
Cancellation Fee and Refund Policy
WEBSITE DESIGN/DEVELOPMENT - Refunds of the fees paid for development of the website may be issued on accounts cancelled within 90 days of the initial sale and prior to the completion of the website according to the following schedule:
A) A minimum of a 50% cancellation fee will be retained by NET PRO WEB SOLUTIONS on cancelled accounts even if no work has been started and no content yet submitted by the Client.
B) A minimum of a 75% cancellation fee will be retained by NET PRO WEB SOLUTIONS on cancelled accounts if work has been presented to the Client; or NET PRO WEB SOLUTIONS has made multiple attempts to work with the Client, and Client has not responded to those attempts.
C) A 100% cancellation fee will be retained by NET PRO WEB SOLUTIONS and NO REFUND issued if any changes and/or modifications requested by the Client have been completed by NET PRO WEB SOLUTIONS. No Refund will be issued on any website cancelled after services have been rendered, including but not limited to, the design work having been completed and/or the website taken live.
D) 100% cancellation fee will be retained and NO REFUND will be issued by NET PRO WEB SOLUTIONS if Client cancels after 90 days from the initial sale.
MINIMUM CANCELLATION FEE - Client agrees that a minimum cancellation fee of 50% will be retained by NET PRO WEB SOLUTIONS on all cancelled accounts even if no work has been started. The cancellation fee is charged to compensate NET PRO WEB SOLUTIONS for up-front expenses and services rendered, including but not limited to, costs incurred for the purchase of domain name(s) for developing the website, securing server space, creating the temporary website or space saver, employee expenses, marketing, and overhead costs.
ENHANCEMENT SALES - A 100% cancellation fee will be retained by NET PRO WEB SOLUTIONS and NO REFUND will be issued once work has begun on any enhancements purchased, including, but not limited to, databases, programming, logos, flash, galleries, rollovers, e-commerce stores, security certificates, design time, domain names, etc. A minimum cancellation fee of 50% will be retained on cancelled expedited services. Client agrees that a minimum cancellation fee of 50% will be retained by NET PRO WEB SOLUTIONS on all cancelled enhancement purchases if cancelled within 90 days of the enhancement sale and if work has not yet begun. NO REFUND will be issued by NET PRO WEB SOLUTIONS if client cancels after 90 days from the enhancement sale. Enhancements or additional services purchased after the initial sale are separate purchases and are in addition to and separate from the original sale. If a client cancels an enhancement the original sale is not cancelled.
MONTHLY HOSTING - Client agrees that there is NO REFUND of monthly hosting fees or monthly additional services fees incurred or paid by the Client prior to cancellation date.
Client agrees that all fees incurred and billed prior to cancellation date are valid and Client agrees to pay.
By accepting a refund in full or refund less cancellation fee, Client agrees that the matter is settled in full and releases NET PRO WEB SOLUTIONS, its officers, owners, members, agents and employees of any and all contractual obligations and waives all claims of any nature, including legal action, against NET PRO WEB SOLUTIONS' its officers, owners, members, agents and employees.
Requests for transferring the ownership of a website or hosting account from Client to a new owner must be completed in writing by both the current account owner and the new designated owner. The transfer is not valid until a signed request is received by NET PRO WEB SOLUTIONS in writing which is to include payment authorization and new billing account information from the new owner, documentation of the ownership transfer (purchase agreement etc), documentation of copyright transfer, and acceptance of NET PRO WEB SOLUTIONS' TOA by the new owner.
Net Pro Web Solutions Proprietary Rights
Client acknowledges and agrees that NET PRO WEB SOLUTIONS' services may contain proprietary and confidential information that is protected by intellectual- and proprietary-rights laws. Client agrees to not reproduce, duplicate, copy, sell, resell or exploit any portion of NET PRO WEB SOLUTIONS' services.
Use of Client Information
Client hereby agrees that any information or ideas submitted to NET PRO WEB SOLUTIONS by any means may be used by NET PRO WEB SOLUTIONS without compensation or liability to Client for any purpose whatsoever, including but not limited to, developing websites, databases, e-commerce and developing, manufacturing and marketing other products.
Client herby gives permission to NET PRO WEB SOLUTIONS to use samples or links to Client's custom website designed by NET PRO WEB SOLUTIONS for marketing and advertising purposes, including but not limited to, use in NET PRO WEB SOLUTIONS' online portfolio.
Contract Service Providers
NET PRO WEB SOLUTIONS may contract with Contract Service Providers to complete a portion, or all of the Client's custom website. The Client agrees not to do business directly with the Contract Service Provider, nor to remit payment to the Contract Service Provider or any NET PRO WEB SOLUTIONS employee directly for services. All payments for services rendered must be made directly to NET PRO WEB SOLUTIONS. Contract Service Providers are independent contractors and are required to follow company policies and procedures. Contract Service providers are provided with only the information needed to complete the design or development portion of the Client's website and do not have access to Client's personal information including payment information.
Disclaimer of Warranties
CLIENT'S USE OF NET PRO WEB SOLUTIONS' SERVICES IS AT CLIENT'S OWN RISK. NET PRO WEB SOLUTIONS' SERVICES ARE PROVIDED "AS IS". NET PRO WEB SOLUTIONS DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NET PRO WEB SOLUTIONS DISCLAIMS ANY WARRANTIES REGARDING NET PRO WEB SOLUTIONS' SERVICES INCLUDING THAT THEY WILL MEET CLIENT'S REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NET PRO WEB SOLUTIONS DISCLAIMS ANY WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF NET PRO WEB SOLUTIONS' SERVICES, INCLUDING RESULTING SALES AND WEB TRAFFIC. NET PRO WEB SOLUTIONS DISCLAIMS ANY WARRANTIES REGARDING THE MARKETING OF CLIENT'S PRODUCTS, SERVICES, SALES, OR WEBSITE. NET PRO WEB SOLUTIONS DISCLAIMS ANY WARRANTIES REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED, ADVERTISED OR OBTAINED THROUGH NET PRO WEB SOLUTIONS' SERVICES, OR LINKS PROVIDED BY NET PRO WEB SOLUTIONS' SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE PROVIDED BY NET PRO WEB SOLUTIONS OR OBTAINED THROUGH LINKS PROVIDED THROUGH NET PRO WEB SOLUTIONS' SERVICES.
CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF NET PRO WEB SOLUTIONS' SERVICES ARE DONE AT CLIENT'S OWN RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO CLIENT'S COMPUTER SYSTEM OR LOSS OF DATA OR OTHER LIABILITY THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. THE ABOVE EXCLUSIONS MAY NOT APPLY TO CLIENT.
Limitation of Liability
CLIENT UNDERSTANDS AND AGREES THAT NET PRO WEB SOLUTIONS, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF NET PRO WEB SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OF OR INABILITY TO USE NET PRO WEB SOLUTIONS' SERVICES, RELIANCE ON NET PRO WEB SOLUTIONS' SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF NET PRO WEB SOLUTIONS' SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED THROUGH NET PRO WEB SOLUTIONS' SERVICES OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT'S DATA OR TRANSMISSIONS AND ANY STATEMENTS OR CONDUCT OF A THIRD PARTY OR ANY OTHER MATTERS RELATING TO NET PRO WEB SOLUTIONS' SERVICES. SUCH LIMITATION SHALL FURTHER APPLY, WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED IN ANY WAY TO NET PRO WEB SOLUTIONS' SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CLIENT.
WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCE SHALL NET PRO WEB SOLUTIONS BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, OR OTHER CASUALTIES, ILLNESS, ACCIDENTS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT OR AIR CONDITIONING. NET PRO WEB SOLUTIONS' FULL AND COMPLETE LIABILITY, FOR ANY REASON WHATSOEVER, SHALL BE LIMITED TO THE FULL REFUND OF ALL MONIES PAID TO NET PRO WEB SOLUTIONS.
Tort Claims and Other Claims
Client waives all tort claims, strict liability claims and any and all other legal and equitable claims to the extent permitted by law against NET PRO WEB SOLUTIONS, its subsidiaries, affiliates, officers, employees and agents. The relationship between the parties is contractual in nature only. Client waives any tort claims that arise by act, or omission. Client further agrees that it may only bring claims against NET PRO WEB SOLUTIONS in Client's individual capacity and not as a member of a class.
Client agrees to defend, indemnify and hold harmless NET PRO WEB SOLUTIONS, its directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees that may arise or result from any content Client submits, posts, transmits or makes available through NET PRO WEB SOLUTIONS' services, from any product sold by Client, its agents or employees or assigns, from any service provided or performed or agreed to be performed by NET PRO WEB SOLUTIONS or from Client's breach or violation of the TOA, including any obligation, representation, or warranty made herein, or Client's violation of any rights of another. Client further agrees to defend, indemnify and hold harmless NET PRO WEB SOLUTIONS, its directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising from or related to contracts, representations, agreements, promises, etc, made between Client and third parties, or arising from or related to Client's negligence toward third parties.
Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and in English and may be sent by email.
Contact Net Pro Web Solutions
Client may contact NET PRO WEB SOLUTIONS at 832-922-0077 M-F from 9:00 AM - 10:00 PM CST. Client may visit our website at www.NetProWebSolutions.com at any time. Client may also email NET PRO WEB SOLUTIONS at the following department email addresses:
Technical Support & Email
Billing Questions or Concerns
Termination of Services
Updates to Design
Client specifically agrees not to engage in negative comments or slander regarding NET PRO WEB SOLUTIONS, including but not limited to publishing, or causing to be published, complaints or derogatory comments regarding NET PRO WEB SOLUTIONS in any format, including but not limited to, print, newspaper, television, radio or on internet complaint sites, blogs or other public internet forums. Should there be a breach of this condition NET PRO WEB SOLUTIONS will be entitled to liquidated damages in the amount of $2,500.00 for each publishing or posting. If said breach occurs on an internet complaint site each hit to that website will be considered an individual breach of this condition, and subject to additional liquidated damages of $100 per occurrence. Further, NET PRO WEB SOLUTIONS shall be entitled to litigate this matter, and obtain the money damages together with injunctive relief. The prevailing party to that litigation shall be entitled to an award of attorney's fees.
In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision the remainder of this Agreement shall remain valid and enforceable according to its terms. The failure by NET PRO WEB SOLUTIONS to avail itself of any right or enforce any obligation of this agreement shall not be deemed to be an ongoing waiver of such right or obligation or of any other right or obligation.
This agreement shall be governed exclusively by the laws of the State of
Notwithstanding the foregoing, in lieu of litigation, arbitration may be used as a means of resolving disputes. Arbitration would be through a neutral third-party arbitrator to be approved by both Client and NET PRO WEB SOLUTIONS. If any court sitting outside the United States determines that the litigation forum or arbitration provisions of this agreement are invalid, then and only then, the parties agree to settle any dispute through binding arbitration by three arbitrators, in the English language, under the commercial arbitration rules of the International Chamber of Commerce, with the location of the arbitration to be in a neutral jurisdiction (not the country of residence of the Client or of NET PRO WEB SOLUTIONS) as selected by NET PRO WEB SOLUTIONS.
NET PRO WEB SOLUTIONS may investigate any reported violations of this agreement, its policies or any other complaints and take any action it deems appropriate to protect its systems, facilities, Clients, and/or third parties.
Selecting and submitting "accept" on the electronic copy of the TOA, making payment, or submitting information or documents to NET PRO WEB SOLUTIONS so that NET PRO WEB SOLUTIONS may perform services for the client, the same shall constitute an electronic signature as defined by Uniform Electronic Transactions Act.
Affiliated Companies or Name Change
NET PRO WEB SOLUTIONS reserves the right to subcontract services or assign the ongoing servicing of your account or this entire Agreement to another party at its sole discretion. This agreement shall not be affected by any change in the name of Net Pro Web Solutions, LLC, NET PRO WEB SOLUTIONS, it's DBAs or any other affiliated companies, or any condition, merger or acquisition of Net Pro Web Solutions, LLC and shall be automatically assigned to any successor entity of Net Pro Web Solutions, LLC and shall continue in effect thereafter in accordance with its terms.
This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior oral or written agreements (including, but not limited to, any prior versions of the TOA). Any modifications to this agreement must be in writing and signed by an authorized officer of NET PRO WEB SOLUTIONS. All representations not in writing are null and void. Written agreements may include, but are not limited to, emails and electronic acceptance of this Terms of Agreement. Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of Heritage Web Solutions' services or the Terms of Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOA are for convenience only and have no legal or contractual effect.