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Web Design Agreement (EULA)
- Agreement
This is an Agreement between you (hereinafter referred to as the "Customer") and I-MAP WEBSOLUTIONS Internet
Services regarding the use of the I-MAP WEBSOLUTIONS Internet Services, Website Creation Service and I-MAP WEBSOLUTIONS Internet Services Website Maintenance Service (together the "Service").
By accepting this Agreement, the CUSTOMER (a) agrees to provide I-MAP WEBSOLUTIONS Internet Services with true and accurate information about the CUSTOMER; and (b) agrees to maintain and update all information to keep it true and accurate.
THE TERMS AND CONDITIONS OF THIS AGREEMENT SHOULD BE READ CAREFULLY. BY USING THE
SERVICE, THE CUSTOMER BECOMES BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
- I-MAP WEBSOLUTIONS Internet Services’ Obligations
I-MAP WEBSOLUTIONS Internet Services shall furnish to the CUSTOMER a five page website (“Created Website”) that meets the requirements outlined in the Website Specification provided to I-MAP WEBSOLUTIONS Internet Services by CUSTOMER within ten (10) business days from the date CUSTOMER submits all Website Content to I-MAP WEBSOLUTIONS Internet Services, provided the CUSTOMER does not request additional changes, modifications, customized designs or similar non-standard work (“Custom Modifications”). CUSTOMER agrees to deliver the Website Content no later than 10 days following the Registration Date (“Website Content Delivery Period”). In the event that the Website Content has not been received following the expiry of the Website Content Delivery Period, the Created Website will be provided to CUSTOMER without the Website Content. For a period of 30 days following the date that the Created Website was delivered to CUSTOMER, CUSTOMER shall be permitted to request 3 minor revisions to the Created Website. In the event that CUSTOMER requests Custom Modifications, I-MAP WEBSOLUTIONS Internet Services shall furnish to the CUSTOMER the Created Website at a time designated by I-MAP WEBSOLUTIONS.
The following terms shall have the meanings set out below:
“Registration Date” means the date that I-MAP WEBSOLUTIONS Internet Services agrees to be bound by this Agreement. “Website Specification” means the electronic form completed and submitted by CUSTOMER to I-MAP WEBSOLUTIONS Internet Services, which includes contact and billing information, Website Content, Website Design Criteria. “Website Content” means all content or information (including, without limitation, any text, music, sound, photographs, video, graphics, data, or software), trademarks, trade names, trade styles, logos and other intellectual property in any medium, provided by CUSTOMER to I-MAP WEBSOLUTIONS Internet Services.
“Website Design Criteria” means the website template selected by CUSTOMER and an indication of whether CUSTOMER is requesting a standard website design or a website design with Custom Modifications. I-MAP WEBSOLUTIONS Internet Services may perform its obligations through its affiliates, agents or subcontractors (the "Third Party Providers"), provided that I-MAP WEBSOLUTIONS Internet Services shall not be relieved of its obligations under this Agreement by use of Third Party Providers. I-MAP WEBSOLUTIONS Internet Services reserves the right, in its sole discretion, to modify any aspect of the Service, including, without limitation, pricing, features and the Service.
If the CUSTOMER requires help desk support from I-MAP WEBSOLUTIONS Internet Services, the CUSTOMER should call 8545337 and inform the operator of the nature of the problem. I-MAP WEBSOLUTIONS Internet Services help desk representatives will make reasonable efforts to contact the CUSTOMER during normal business hours (EST) on the next business day to help resolve the issue. I-MAP WEBSOLUTIONS Internet Services reserves the right, in its sole discretion, to alter the help desk support hours of operations.
- Use of Services
- The CUSTOMER agrees to only use the Service for legal purposes under all applicable international, federal, provincial, and municipal laws and in accordance with the terms and conditions herein.
- The CUSTOMER agrees not to store, link to, transmit, advertise or make available any images or materials that are obscene, threatening, abusive, harassing, defamatory, hateful, discriminatory or racially or ethnically objectionable. The CUSTOMER agrees not to use this service to conduct any business or activity or solicit the performance of any activity that is prohibited by law, libellous or against any I-MAP WEBSOLUTIONS Internet Services policy. Violations of these or any other provisions of this Agreement may result in termination of the services provided by I-MAP WEBSOLUTIONS Internet Services with or without a notice or notification period, such notice or notification period to be granted at the sole discretion of I-MAP WEBSOLUTIONS Internet Services based upon the severity of the violation.
- I-MAP WEBSOLUTIONS Internet Services reserves the right to refuse service if any of the Website
Content, or links from the CUSTOMER's website, is deemed illegal, misleading, or obscene,
or is otherwise in breach of I-MAP WEBSOLUTIONS Internet Services’ then current Acceptable Use
Policy, in the sole and absolute opinion of I-MAP WEBSOLUTIONS Internet Services. I-MAP WEBSOLUTIONS Internet Services does not generally screen or edit content or links originating from the CUSTOMER's website, but reserves the right (though I-MAP WEBSOLUTIONS Internet Services has no duty) to monitor or to remove, without notice, any offensive or objectionable content or links, in I-MAP WEBSOLUTIONS Internet Services' sole discretion or upon order of a court or regulatory agency.
- NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, THE WEBSITE CONTENT IS THE SOLE
RESPONSIBILITY OF THE CUSTOMER. THE CUSTOMER AGREES TO INDEMNIFY, DEFEND
AND HOLD HARMLESS I-MAP WEBSOLUTIONS INTERNET SERVICES AND ANY OF ITS PARENTS,
SUBSIDIARIES AND AFFILIATES (“I-MAP WEBSOLUTIONS INTERNET SERVICES ENTITIES”) AND ANY
THIRD PARTY PROVIDERS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
ADVISERS AND AGENTS FROM ANY AND ALL CLAIMS, INCLUDING WITHOUT LIMITATION,
MISAPPROPRIATION OF ANY COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, DATA,
MUSIC, IMAGE, OR OTHER PROPRIETARY OR PROPERTY RIGHT, FALSE ADVERTISING,
UNFAIR COMPETITION, DEFAMATION, BUSINESS OR PERSONAL DISPUTE OR ARGUMENT,
INVASION OF PRIVACY OR RIGHTS OF CELEBRITY, VIOLATION OF ANY ANTI
DISCRIMINATION LAW OR REGULATION, OR ANY OTHER RIGHT OF ANY PERSON OR
ENTITY, OR ANY PERSONAL OR BUSINESS ARGUMENT OR DISPUTE LOSSES, DAMAGES,
LIABILITIES, JUDGEMENTS, OR SETTLEMENTS, INCLUDING REASONABLE LEGAL FEES,
COSTS, AND OTHER EXPENSES INCURRED BY I-MAP WEBSOLUTIONS INTERNET SERVICES AND ANY
I-MAP WEBSOLUTIONS INTERNET SERVICES ENTITIES, RELATED TO OR IN CONNECTION WITH THIS
AGREEMENT. THE TERMS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
- Customer’s obligation
- The CUSTOMER shall agree to use the Created Website as one website only, displayed at a
single IP address for the single purpose specified in the Website Specification, provided
that CUSTOMER shall be permitted to create one duplicate of the Created Website for
back-up purposes.
- The CUSTOMER is responsible for the Website Content, including without limitation, its
accuracy and truthfulness and for ensuring that it does not contain any spelling or
grammatical errors.
- The CUSTOMER is responsible for the security of his or her passwords. I-MAP WEBSOLUTIONS Internet
Services reserves the right not to change the passwords without proper identification of the
CUSTOMER, which may include, but is not limited to, the signature of the CUSTOMER.
- The CUSTOMER shall not harm the reputation, computer systems, or programming of
I-MAP WEBSOLUTIONS Internet Services as well as other users of the Service. The CUSTOMER agrees not
to tamper with, alter or otherwise rearrange the Service nor shall it permit or assist others
to abuse or fraudulently use the Service including but not limited to using the Service:
- In any manner which interferes unreasonably with the Service or I-MAP WEBSOLUTIONS
Internet Services’ network, or access thereto by other persons;
- For any purpose or in any manner directly or indirectly in violation of
applicable laws or in violation of any third party’s rights, or
- In a manner to avoid the payment of Fees hereunder.
- The CUSTOMER shall solely be responsible for use of the Service by any of its
employees, officers, directors, agents as well as its end users and agrees to
take all necessary measures to ensure that such persons use the Service in
accordance with the terms and conditions of this Agreement.
- I-MAP WEBSOLUTIONS Internet Services reserves the right to terminate the Service for any reason.
- The CUSTOMER shall inform I-MAP WEBSOLUTIONS Internet Services and keep I-MAP WEBSOLUTIONS Internet
Services current with any changes to the CUSTOMER’s employees, agents or
representatives corresponding with I-MAP WEBSOLUTIONS Internet Services.
- Fees
- The CUSTOMER shall pay I-MAP WEBSOLUTIONS Internet Services all fees due and payable in
connection with the Service; together the ("Fees") as set forth in the Website Specification.
All Fees for the Service will be billed to the customer credit card number that CUSTOMER
provided to I-MAP WEBSOLUTIONS Internet Services.
- Invoiced amounts not paid within such a period are subject to a late payment charge of 1
% per month (18%, annually).
- Some service upgrades might also incur a one time non-recurring charge to be invoiced to
the CUSTOMER in the following billing cycle.
- CUSTOMER’s credit card will be billed for the Services for all amounts due and payable
hereunder on each monthly anniversary date of the Registration Date.
- The CUSTOMER acknowledges and agrees that the CUSTOMER’s website will be ‘archived’
for a maximum of two months, if CUSTOMER fails to pay I-MAP WEBSOLUTIONS Internet Services
amounts due and payable hereunder. If the amounts due and payable hereunder are not
paid by the end of the archive period, the Customer’s website will be erased. I-MAP WEBSOLUTIONS
Internet Services will not be responsible for any errors, loss of information or any other
mishap that may occur following the first non-payment. Retrieval of the website from the
archive will be on a best-effort basis. Users visiting CUSTOMER’s website during the
archive period will view an error or substitute message window until the amounts due and
payable hereunder have been paid. .
- The CUSTOMER is responsible for ensuring I-MAP WEBSOLUTIONS Internet Services has up to date
information including correct billing and credit card information.
- Payment of fees for domain registration
If I-MAP WEBSOLUTIONS Internet Services initiates a new Domain Name Registration and/or transfers an existing
Domain Name Process on behalf of the CUSTOMER as a result of a special promotion offered by
I-MAP WEBSOLUTIONS Internet Services, the CUSTOMER agrees that all subsequent Domain Name registrations and
renewals, after the initial registration period, will be the responsibility of the CUSTOMER. I-MAP WEBSOLUTIONS
Internet Services reserves the right to charge new CUSTOMERs for Domain registration and/or Service
charges unless specified in the promotion.
- Term and Termination
- According to the selection made by CUSTOMER when ordering the Service, this Agreement
has either (i) a month to month term, or, (ii) a twelve (12) month term.
- Either party may terminate or may cause this Agreement to be terminated on thirty (30)
days prior written notice (by Fax or mail) if it is a month to month term Agreement.
- The CUSTOMER may terminate or may cause this Agreement to be terminated without
cause prior to its end if it is a twelve (12) month term Agreement, by giving I-MAP WEBSOLUTIONS
Internet Services thirty (30) days prior written notice (by Fax or mail), however, I-MAP WEBSOLUTIONS
Internet Services will not refund any Fees paid in advance for the unexpired portion of the
term, and the CUSTOMER will be required to pay the remaining amount owing, which Fees
will represent liquidated damages and not a penalty. .
- I-MAP WEBSOLUTIONS Internet Services reserves the right to immediately terminate the Service for
reasonable cause, including but limited to (i) non-payment to I-MAP WEBSOLUTIONS Internet Services;
(ii) the CUSTOMER committing an act of insolvency or being involved in any proceeding,
either voluntary or involuntary, under laws affecting creditor's rights or the appointment of
a receiver, or otherwise not meeting I-MAP WEBSOLUTIONS Internet Services' credit requirements; (iii)
violation of or non-compliance with any of the provisions of this Agreement; (iv) I-MAP WEBSOLUTIONS
Internet Services ceasing to offer the Service. In the event of default by the CUSTOMER,
any and all payments required to be made to I-MAP WEBSOLUTIONS Internet Services by the CUSTOMER
shall be due and payable immediately. Termination of this Agreement shall not relieve the
CUSTOMER from any liability, including amounts owing, accrued prior to the time that such
termination becomes effective.
- I-MAP WEBSOLUTIONS Internet Services reserves the right to delete any and all information in the
CUSTOMER's account including the order processing information, databases, mailing lists
and any Web pages that were generated by the Service, upon termination of Service.
- Indemnity
The CUSTOMER acknowledges that I-MAP WEBSOLUTIONS Internet Services does not own or have any control over
the content, availability, accuracy, security or any other aspect of any information, including, without
limitation, the Website Content, personally-identifiable information, data, files, pictures, or content in
any form or any type, (collectively, the "Information") accessible or may be available to or by the
CUSTOMER or its end users through the use of the Services nor does I-MAP WEBSOLUTIONS Internet Services
monitor the use of the Service by the CUSTOMER or its end users, and except as provided herein, has
no control over the CUSTOMER's or end users' use of the Service. The CUSTOMER shall indemnify,
defend and save I-MAP WEBSOLUTIONS Internet Services harmless from and against all loss, liability or damages of
any type and expense, including reasonable counsel Fees, arising from any and all claims by any third
party, including end users and distributors ("Third Parties" and each a “Third Party”), in connection
with the use of the Service (and related equipment and software) or transmission of the Information by
the CUSTOMER or any Third Party or any disclosure by any means of personally-identifiable or
confidential information provided by Third Parties to the CUSTOMER and that the CUSTOMER was
under an obligation not to disclose or the CUSTOMER's failure to comply with its obligations under this
Agreement. I-MAP WEBSOLUTIONS Internet Services shall be entitled to participate in the defense and settlement
of any such claim. This indemnity shall survive termination of this Agreement.
- IP Addresses
I-MAP WEBSOLUTIONS Internet Services will assign the CUSTOMER an Internet Protocol address, which will remain
under the control and ownership of I-MAP WEBSOLUTIONS Internet Services. The CUSTOMER will have no right to
use the Internet Protocol address except as allowed by I-MAP WEBSOLUTIONS Internet Services and I-MAP WEBSOLUTIONS
Internet Services reserves in its sole discretion the right to change or remove any and all IP numbers
and addresses. Note: It is recommended for CUSTOMERs to use their DNS name for scripts and other
automated tasks and not the IP address as it may change.
- Warranty
- The CUSTOMER acknowledges that I-MAP WEBSOLUTIONS Internet Services does not warrant
uninterrupted or error free Service and that I-MAP WEBSOLUTIONS Internet Services does not warrant
the content, availability, accuracy or any other aspect of any information including,
without limitation, the accuracy of spelling or grammar, all data, files, the Website
Content and all other information or content in any form or of any type, accessible or made
available to or by CUSTOMER or its end users through the use of the Service. I-MAP WEBSOLUTIONS
Internet Services shall be permitted from time to time to interrupt the Services in order to
provide maintenance to the Service.
- The warranties provided in this Agreement are in lieu of all other warranties and
conditions. The CUSTOMER hereby waives all other warranties and conditions, express,
implied or statutory, including any warranty of merchantability, fitness of a particular
purpose, non-infringement or availability or reliability of the Service.
- Limitation of Liability
- CUSTOMER AGREES THAT APLUS INTERNET SERVICES'S LIABILITY AND THE CUSTOMER'S
EXCLUSIVE REMEDY RELATED TO THE NON-PERFORMANCE OF THE SERVICE SHALL BE: (I)
REPAIR OR ADJUSTMENT OF THE SERVICE, OR (II) WHERE REPAIR OR ADJUSTMENT IS NOT
PRACTICABLE, AN EQUITABLE CREDIT NOT TO EXCEED THE CHARGES INVOICED TO THE
CUSTOMER FOR THE PORTION OF THE SERVICE WHICH WERE NON-PERFORMING. FOR ANY
OTHER CLAIM, APLUS INTERNET SERVICES'S LIABILITY, IF ANY, TO THE CUSTOMER FOR
DAMAGES RELATED TO USE OF THE SERVICE FOR ANY CAUSE WHATSOEVER AND REGARDLESS
OF THE FORM OF ACTION, SHALL BE LIMITED TO THOSE ACTUALLY PROVEN AS DIRECTLY
ATTRIBUTABLE TO APLUS INTERNET SERVICES, AND SHALL IN NO EVENT EXCEED THE TOTAL
IN AGGREGATE MONTHLY CHARGES PAID BY THE CUSTOMER DURING THE PERIOD THE SAID
DAMAGES WERE INCURRED, NOT TO EXCEED THREE (3) MONTHS. UNDER NO CIRCUMSTANCES
WILL APLUS INTERNET SERVICES, ITS AGENTS, SUPPLIERS OR SUBCONTRACTORS BE LIABLE
TO CUSTOMER OR THIRD PARTY FOR ANY INDIRECT INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES, EXPENSES, COSTS, LIABILITY, LOSS, OR DAMAGE WHATSOEVER,
WHETHER ARISING IN NEGLIGENCE, TORT, STATUTE, EQUITY, CONTRACT, COMMON LAW,
OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY. CUSTOMER AGREES, ACKNOWLEDGES
AND CONFIRMS THAT THE LIMITATIONS OF LIABILITY SET OUT IN THIS SECTION ARE FAIR AND
REASONABLE IN THE COMMERCIAL CIRCUMSTANCES OF THIS AGREEMENT AND THAT APLUS
INTERNET SERVICES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR
CUSTOMER'S AGREEMENT TO LIMIT APLUS INTERNET SERVICES'S, ITS AGENTS', SUPPLIERS'
AND SUBCONTRACTORS' LIABILITY IN THE MANNER, AND TO THE EXTENT, PROVIDED FOR
HEREIN.
- FOR GREATER CERTAINTY, CUSTOMER AGREES THAT APLUS INTERNET SERVICES SHALL NOT
BE LIABLE FOR ANY LOST PROFITS, ANTICIPATED REVENUE, LOSS OF DATA, LOSS OF USE OF
ANY INFORMATION SYSTEM, LOST BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED
SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND WHATSOEVER
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF THE
SERVICE, EVEN IF APLUS INTERNET SERVICES HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH LOSS.
- APLUS INTERNET SERVICES ASSUMES NO LIABILITY ARISING FROM (I) THE USE OF THE
SERVICE FURNISHED BY APLUS INTERNET SERVICES IN COMBINATION WITH SERVICE,
PRODUCTS OR EQUIPMENT PROVIDED BY CUSTOMER OR ANY THIRD PARTIES AND (II) THE
FAILURE BY THE CUSTOMER TO PERFORM ITS OBLIGATIONS.
- Force Majeure
Except for payment obligations, if the performance of this Agreement is interfered with, in whole or in
part, by circumstances beyond the reasonable control of either party including, without limitation:
fire, explosion, power failure, earthquakes, floods, acts of God, war, revolution, civil commotion, acts
of public enemies, law, order, regulation, ordinance or requirement of any government or its
representative or legal body having jurisdiction, or labor unrest such as strikes, slowdowns, picketing
or boycotts, then the party affected shall be excused from such performance on a day-by-day basis to
the extent that such party's obligations relate to the performance so interfered with; provided that the
party so affected shall use commercially reasonable efforts to expeditiously remove such causes of
non-performance.
- Customer Information.
Except where compelled by law, I-MAP WEBSOLUTIONS Internet Services shall maintain all non-public information
obtained in connection with this Agreement regarding the CUSTOMER and its end users in confidence
and shall not disclose same to any other entity other than in connection with: (i) facilitating the
provision of the Service hereunder, or (ii) the enforcement of this Agreement
- Proprietary Rights.
Title to the Service, including all related software, hardware and documentation provided by I-MAP WEBSOLUTIONS
Internet Services and used by the CUSTOMER or its end users hereunder shall at all times remains with
I-MAP WEBSOLUTIONS Internet Services and the CUSTOMER and its end users hereby acknowledge that they do not
acquire any title or property rights in the Service or the intellectual property related thereto.
CUSTOMER grants to I-MAP WEBSOLUTIONS Internet Services for the term of this Agreement, a non-exclusive,
worldwide, royalty-free license to use, reproduce and display the Created Website and all Website
Content in connection with the provision of the Service.
- General Provisions
- Amendment: Except as otherwise provided, the only party that may amend this Agreement is
I-MAP WEBSOLUTIONS Internet Services.
- Assignment: CUSTOMER may not assign this Agreement without the prior written consent of
I-MAP WEBSOLUTIONS Internet Services. Any attempted assignment by CUSTOMER without such prior
written consent shall be void.
- Entire Agreement: This Agreement constitutes the entire agreement between the CUSTOMER
and I-MAP WEBSOLUTIONS Internet Services with respect to the subject matter, merging and superseding
all prior agreements, understandings and representations on the subject matter. It is expressly
agreed that if the CUSTOMER issues a purchase order or other document for the Service, such
instrument will be deemed to be for the CUSTOMER's internal use only and any provisions
contained therein shall not amend or be used in interpreting this Agreement.
- Inurement: This Agreement shall be binding upon and inure to the benefit of I-MAP WEBSOLUTIONS
Internet Services and the CUSTOMER and their respective successors and permitted assigns.
- Governing Law and Venue: This Agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario without reference to rules governing choice of laws
and the federal laws of Canada applicable therein. You hereby irrevocably consent to the
exclusive jurisdiction of the courts of the Province of Ontario and the federal courts situated in
the Province of Ontario in connection with any matter arising under this Agreement. Use of the
Services in any jurisdiction that does not give effect to all provisions of this Agreement,
including without limitation this paragraph, is prohibited.
- Interpretation: In this Agreement, the headings are for convenience of reference only and
shall not affect its construction or interpretation.
- Non Waiver: No waiver of any term or provision or of any breach or default shall be valid
unless in writing and signed by the party giving such waiver, and no such waiver shall be
deemed a waiver of any other terms or provision of any subsequent breach or default of the
same or similar nature.
- Notice: All notices provided for shall be given in writing and transmitted by personal delivery,
electronic mail or fax, to the address set forth when the CUSTOMER registers, upon which it
shall be deemed delivered upon receipt to the party mentioned in the address.
- Severability: The invalidity, illegality or unenforceability of any one or more provisions of this
Agreement shall not affect or impair any other provisions of this Agreement.
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