E-Commerce Agreement
SCHEDULE G
In addition to the terms and conditions in the General Provisions and other applicable Schedules in the Agreement, the following additional terms and conditions shall apply to any and all purchases of E-Commerce Services (as defined below).
1. Description of Service.
Service Provider may make available for purchase, from time to time, a variety of e-commerce packages, stand-alone e-commerce services, optional add-on e-commerce services and e-commerce software, as published on the Service Provider website (collectively, "E-Commerce Services"). The E-Commerce Services include, but are not limited to, shopping cart functionality, e-commerce templates, storefront design, support and hosting, order and payment processing, inventory and product tracking and management, web site analytical tools and data integration. Service Provider reserves the right to amend its E-Commerce Services offerings and to add, delete, suspend or modify the terms and conditions of the E-Commerce Services, at any time and from time to time, and to determine whether and when any such changes apply to both existing and future customers.
2. Software License and Proprietary Rights.
During the term of this Agreement, Customer will have a limited, revocable, non-transferable and non-exclusive license for Customer to use the E-Commerce Services, including but not limited to any software, and related documentation solely for Customer to provide business related services over the internet that are consistent with the terms and conditions of this Agreement as well as any applicable state, federal, or international law. Customer agrees that Customer and its agents will not: (a) sell, lease, transfer, license or sublicense the E-Commerce Services; (b) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the E-Commerce Services in any way for any reason; (c) provide, disclose, divulge or make available to, or permit use of the E-Commerce Services by any third party; (d) copy or reproduce all or any part of the E-Commerce Services (except as expressly provided for herein); (e) interfere, or attempt to interfere, with the E-Commerce Services in any way; (f) engage in spamming, mail bombing, spoofing or any other fraudulent, illegal or unauthorized use of the E-Commerce Services; (g) knowingly introduce into or transmit through the E-Commerce Services or any other services any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design; (h) remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the E-Commerce Services; (i) engage in or allow any action involving the E-Commerce Services that is inconsistent with the terms and conditions of this Agreement; or (j) cause, assist or permit any third party to do any of the foregoing. No right, title or interest of intellectual property or other proprietary rights in and to the E-Commerce Services and/or other products, services or software made available under this Agreement is transferred to Customer hereunder. Service Provider, its wholly-owned subsidiaries and affiliates and its Third Party Licensors (as defined below) retain all right, title and interests, including, without limitation, all copyright, trade secret, intellectual property and other proprietary rights in and to the E-Commerce Services and/or other products, services or software provided under this Agreement.
3. Audit Rights.
If a customer has purchased any Service Provider software or has obtained FTP access to the Service Provider software or other E-Commerce Services, Service Provider shall have the right, during the term of this Agreement and for a period of six (6) months thereafter to access Customer's location and files to inspect Customer's or your agent's use of the E-Commerce Services, as well as computers and equipment used in connection therewith. Customer shall cooperate fully with any such audit or inspection. In the event that any audit shows any misuse, violation or breach of the E-Commerce Services or this Agreement, Service Provider shall be entitled to pursue any remedies available to it under this Agreement or otherwise at law or in equity, and to or suspend, revoke, or terminate E-Commerce Services if you are still a Service Provider customer.
4. Availability, Downtime and General Services.
In addition to the provisions in Sections 7 and 8 of this Agreement, the parties acknowledge that since the Internet is neither owned nor controlled by any one entity, Service Provider makes no guarantees that any given user will be able to access the E-Commerce Services at any given time. Service Provider shall not be liable to Customer for failure of accessibility to the E-Commerce Services or any potential or actual losses that Customer may suffer from Customer's inability to access or use the E-Commerce Services or your customer's inability to access any websites that may be supported or hosted by E-Commerce Services. Service Provider provides all E-Commerce Services and any software related to those services to the Customer on an "as is" basis and does not guarantee that the E-Commerce Services or any related software has no errors, defects or bugs or will function properly. Customer agrees that Service Provider is not responsible in any way for any malfunction or downtime in the E-Commerce Services or related software and any damage, injury or lost profits that may arise from such malfunction or downtime. Service Provider makes no guarantee that the E-Commerce Services that the Customer purchases will operate seamlessly and without error with Customer's own hardware, software or other services (including third party products) that Customer currently uses. Service Provider makes no guarantees regarding system uptime, including but not limited to, the uptime for hosting a Customer's store(s) on Service Provider or third party systems. From time to time, and as may be necessary to maintain such systems and Service Provider hardware, Service Provider reserves the right to take its servers and other hardware offline for repairs, upgrades or routine maintenance. Customer agrees and understands that Service Provider E-Commerce Services, including the hosting of a Customer's store, may be dependant on third party services that Service Provider cannot control. Customer expressly agrees that the availability of those third party services may impact Customer's E-Commerce Services and therefore does not hold Service Provider liable for any actions of a third party that may adversely impact Customer's E-Commerce Services. Any uptime calculation or percentage that is provided as a part of the E-Commerce Services does not include routine maintenance, unexpected downtime caused by network issues or third party vendors, and occurrences that are outside the control of Service Provider, including but not limited to the Force Majeure occurrences that are outlined in Section 26 of this Agreement.
5. Terms and Conditions of Service Provider' Licensors.
Customer acknowledges and agrees that the E-Commerce Services are provided, in some cases, by third party Licensors to Service Provider (hereinafter "Third Party Licensors"). For all E-Commerce Services that are provided by Third Party Licensors to Service Provider, Customer agrees with and shall abide by all Third Party Licensor terms and conditions, if any. Such Third Party Licensor terms and conditions are available upon request (the "Additional Terms and Conditions"). Any Additional Terms and Conditions are in addition to and supplement the terms and conditions provided in this Agreement. Customer acknowledges and agrees that it will be subject to all Additional Terms and Conditions and that all such Additional Terms and Conditions shall be incorporated into this Agreement, to the extent those Additional Terms and Conditions do not conflict with the terms and conditions of this Agreement, as if set forth fully herein. Customer further agrees that it will be subject to all Additional Terms and Conditions where Customer elects to add services to its E-Commerce Services package.
6. Changes to Service Provider Licensors.
Customer acknowledges that Service Provider may, at its sole discretion, change any Third Party Licensors that provide services under this Agreement, or add or delete discrete services from the E-Commerce Services. In the event that Service Provider changes Third Party Licensors, Service Provider may provide Customer with notification of changes in Third Party Licensors and refer Customer to information posted on Service Provider' website relative to that change which shall become Additional Terms and Conditions for the purposes of this Agreement.
7. Consultation.
Any tutorial that is provided on a 60-minute basis as a part of the E-Commerce Services is for information purposes only. These tutorials are one time only and if the tutorial is cut short for any reason by you prior to the end of the 60-minute session no continuation of the tutorial is permitted. Service Provider has the right to terminate the tutorial at the end of the 60-minute session. Service Provider may also terminate any tutorial if a Customer is abusive, makes threats, indicates that the Customer is involved in unlawful activity or poses a risk in any way to Service Provider.
8. Refund.
Refunds for certain E-Commerce Services are only provided in limited instances and only within the first 30 days from Customer's purchase of the services. Such refunds are only permitted where the Customer has taken all actions consistent with this Agreement and has not taken any action that would void the 30-day trial offer. Refunds will not include a processing fee that all Customers must pay.