Website Management & Hosting Terms of Service & Conditions Agreement (TOS)

You must accept the terms of this Agreement in order to use the Services of Sitebilder. Notwithstanding, by using the services, you acknowledge that you have read this agreement and agree to be bound by the terms and conditions contained herein as well as all acceptable use policies incorporated by reference.

Sitebilder Website Management & Hosting reserves the right to change or modify any of the terms and conditions contained in this Agreement, any Addendum and any policy or guideline incorporated by reference at any time and from time to time at its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Any changes or modification will be effective upon posting of the revisions on the Sitebilder Website Management & Hosting Web site (the "Site"). Your continued use of Services following Sitebilder Website Management & Hosting's posting of any changes or modifications will constitute your acceptance of such changes or modifications.

Term:
This Agreement shall be for an "Initial Term" as chosen by you in the Order Form located on this Site at the time you register for the Services. This Agreement will be automatically renewed (the "Renewal Term") at the end of the Initial Term for the same period as the Initial Term unless you provide Sitebilder Website Management & Hosting with notice of termination thirty (30) days prior to the end of the Initial Term or the Renewal Term.

Termination Policy:

If you terminate your receipt of the Services prior to the end of the Initial Term or the Renewal Term, whichever is then applicable, (a) Sitebilder Website Management & Hosting will not refund to you any fees paid in advance of such termination and (b) you shall be required to pay 100% of Sitebilder Website Management & Hosting's standard monthly charge for each month remaining in the term, unless otherwise expressly provided in this Agreement. Notwithstanding the foregoing, if you terminate your receipt of Shared Hosting Services prior to the end of the first thirty (30) days of the Initial Term, you are entitled to a refund of the fees you paid in advance for the monthly Services, but not to include any setup fees. You agree that you understand fully that any setup fee waivers or discounts offered to you are entirely dependant upon your continuance of Services for at least 30 days from the date of your account activation, and that any setup fees waived or discounted will be charged to your account in the event that you terminate Services prior to 30 days of your account activation. Your termination request or notice must be submitted to Sitebilder Website Management & Hosting in the manner described in Section 1.1. Sitebilder Website Management & Hosting may terminate this Agreement at any time and for any reason by providing to you written notice thirty (30) days prior to the date of termination. If Sitebilder Website Management & Hosting terminates this Agreement, Sitebilder Website Management & Hosting will refund to you the pro-rata portion of prepaid fees attributable to Services (excluding setup fees) not yet rendered as of the termination date unless otherwise expressly provided in this Agreement.

Default and Cure:
In the event that either party hereto defaults in the performance of any of its material duties or obligations under this Agreement, including failure to make any payments due under this Agreement, and such default is not cured within five (5) days after written notice is given to the defaulting party specifying the default, then the party not in default, after given written notice thereof to the defaulting party, may terminate this Agreement.

Charges:
You agree to pay for all charges attributable to your use of the Services at the then current Sitebilder Website Management & Hosting prices, which shall be exclusive of any applicable taxes. You are responsible for the payment of all federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the Services, other than taxes based on Sitebilder Website Management & Hosting's net income. From time to time, Sitebilder Website Management & Hosting may elect to forgive or to defer charges for non profit organizations, charitable groups, or for the genuine financial hardship of any client, at our sole discretion. However, any such forgiveness or deferment of charges do not in any way constitute a binding agreement or contract, either implied or explicit, of any kind. Furthermore, Sitebilder may cancel such deferment of charges at it's sole discretion at any time, and may require payment in full for all services rendered at the then current Sitebilder Website Management & Hosting prices. Sitebilder Website Management & Hosting RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT if you are such a non profit organization, charitable group, or other client claiming financial hardship, should you elect not to pay for all charges, past and present, that have been deferred or discounted at our discretion. You understand fully that we are not obligated in any way to provide deferment of charges or discounted services, and that such services are provided by Sitebilder purely in a spirit of benevolence, and that we reserve the right to demand payment in full and/or to terminate any such service at any time and without prior notice.

Payment:
All charges for Services must be paid in advance according to the then current prices applicable to the Services. Upon entering this Agreement, you must choose to pay either by direct charge to a credit or debit card or by check. If you choose to pay by credit or debit card upon registering for the Services, you thereby authorize Sitebilder Website Management & Hosting to charge your credit or debit card to pay for any charges that may apply to your account. You must notify Sitebilder Website Management & Hosting of any changes to your card account (including, without limitation, applicable account number or cancellation or expiration of the account), your billing address, or any information that may prohibit Sitebilder Website Management & Hosting from charging your account. Sitebilder Website Management & Hosting may also create periodic invoices for any applicable Supplemental Charges associated with your use of the Services. You agree to pay to Sitebilder Website Management & Hosting the amount indicated in each invoice by the due date reflected on that invoice. If you fail to pay any fees and taxes by the applicable due date for credit card or invoice payments, late charges of the lesser of one and one-half per cent (1.5%) per month or the maximum allowable under applicable law but at no time less than $15 shall also become payable by you to Sitebilder Website Management & Hosting. In addition, your failure to fully pay any fees and taxes within five (5) days after the applicable due date will be deemed a material breach of this Agreement, and Sitebilder Website Management & Hosting may, in addition to any other remedy it may have: (i) suspend its performance of the Services and/or terminate this Agreement; and/or (ii) At the time of such nonpayment, Sitebilder may delete any and all content from the Sitebilder Servers. Any such suspension or termination of the Services would not relieve you from paying past due fees plus interest. In the event of collection enforcement, you will be liable for any costs associated with such collection, including, without limitation, reasonable attorneys' fees, court costs and collection agency fees.

USE OF SERVICES:

Applicable Use Policy:
The Sitebilder Website Management & Hosting Acceptable Use Policy governs the general policies and procedures for use of the Services. The Usage Policy is posted on Sitebilder Website Management & Hosting's Web site (or such other location as Sitebilder Website Management & Hosting may specify) and may be updated from time-to-time. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE USAGE POLICY AND ANY MODIFICATIONS. Sitebilder Website Management & Hosting RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT FOR ANY VIOLATION OF THE USAGE POLICY OR THIS AGREEMENT.

Material and Product Requirements:
Unless we have agreed otherwise in a separate agreement, you must ensure that all material and data placed on Sitebilder Website Management & Hosting's equipment is in a condition that is "server-ready," which is in a form requiring no additional manipulation by Sitebilder Website Management & Hosting. Sitebilder Website Management & Hosting will make no effort to validate any of this information for content, correctness or usability. If your material is not "server-ready", Sitebilder Website Management & Hosting has the option at any time to reject this material. Sitebilder Website Management & Hosting will notify you of its refusal of the material and afford you the opportunity to amend or modify the material to satisfy the needs and/or requirements of Sitebilder Website Management & Hosting. Use of the Services requires a certain level of knowledge in the use of Internet languages, protocols and software. This level of knowledge varies depending on the anticipated use and desired content of your Web site. You must have the necessary knowledge to create and maintain a Web site. It is not Sitebilder Website Management & Hosting's responsibility to provide this knowledge or customer support outside of the Services agreed to by you and Sitebilder Website Management & Hosting.

Bandwidth and Storage Usage:
You agree that use of the Services under this Agreement will not exceed the bandwidth and storage usage limits set out. If you use any bandwidth or storage space in excess of the agreed upon number of megabytes per month, you agree to pay the associated additional charges.

Services and Offers
Sitebilder may furnish other services in addition to hosting, such as cPanel or Fantastico and certain scripts that may be installed by the customer through the client interface. Customers are required to know and understand at least the basics of website operation, construction, promotion, maintenance and security. Sitebilder is not responsible for, and has no obligation to instruct clients in the proper use or installation of any Service. Special offers may be made at any time and may also be withdrawn at any time, at our sole discretion. Offers and Services made for certain periods of time, to new customers or existing customers will neither require nor obligate Sitebilder to furnish the same Service or Offer to all or any other customers.

ENFORCEMENT

Investigation of Violations:
Sitebilder Website Management & Hosting may investigate any reported or suspected violation of this Agreement, its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers and/or third parties. Sitebilder Website Management & Hosting will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by applicable law or legal process.

Actions:
Sitebilder Website Management & Hosting reserves the right and has absolute discretion to restrict or remove from its servers any content that violates this Agreement or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party's rights or potentially in violation of any laws. If we become aware of any possible violation by you of this Agreement, any related policies or guidelines, third party rights or laws, Sitebilder Website Management & Hosting may immediately take corrective action, including, but not limited to, (a) issuing warnings, (b) suspending or terminating the Service, (c) restricting or prohibiting any and all uses of content hosted on Sitebilder Website Management & Hosting's systems, and/or (d) disabling or removing any hypertext links to third party Web sites, any of your content distributed or made available for distribution via the Services, or other content not supplied by Sitebilder Website Management & Hosting which, in Sitebilder Website Management & Hosting's sole discretion, may violate or infringe any law or third-party rights or which otherwise exposes or potentially exposes Sitebilder Website Management & Hosting to civil or criminal liability or public ridicule. It is Sitebilder Website Management & Hosting's policy to terminate repeat infringers. Sitebilder Website Management & Hosting's right to take corrective action, however, does not obligate us to monitor or exert editorial control over the information made available for distribution via the Services. If Sitebilder Website Management & Hosting takes corrective action due to such possible violation, Sitebilder Website Management & Hosting shall not be obligated to refund to you any fees paid in advance of such corrective action.

Disclosure Rights:
To comply with applicable laws and lawful governmental requests, to protect Sitebilder Website Management & Hosting's systems and customers, or to ensure the integrity and operation of Sitebilder Website Management & Hosting's business and systems, Sitebilder Website Management & Hosting may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on Sitebilder Website Management & Hosting's servers and systems. Sitebilder Website Management & Hosting also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.

INTELLECTUAL PROPERTY RIGHTS

Your License Grant to Sitebilder Website Management & Hosting:
You hereby grant to Sitebilder Website Management & Hosting a non-exclusive, worldwide, and royalty-free license for the Initial Term and any Renewal Term to use your content as necessary for the purposes of rendering and operating the Services to you under this Agreement. You expressly (a) grant to Sitebilder Website Management & Hosting a license to cache materials distributed or made available for distribution via the Services, including content supplied by third parties, and (b) agree that such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.

Sitebilder Website Management & Hosting and Intellectual Property:
All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by Sitebilder Website Management & Hosting or its suppliers or agents pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by Sitebilder Website Management & Hosting to provide the Services to you, including, without limitation, all copyrights, trademarks, patents, trade secrets and other proprietary rights are and will remain the sole and exclusive property of Sitebilder Website Management & Hosting or its suppliers, including but not limited to any software programs, inventions, products and/or technology innovations and methodologies utilized, developed, or disclosed by Sitebilder Website Management & Hosting during the term of this Agreement. Unauthorized copying, reverse engineering, decompiling, and creating derivative works based on the any such software is expressly forbidden except as permitted in this Agreement. You may be held legally responsible for violation of any patent rights, copyright or trade secret rights that is caused or encouraged by failure to abide by the terms of this Agreement.

Trademarks:
You hereby grant to Sitebilder Website Management & Hosting a limited right to use your trademarks, if any, for the limited purpose of permitting Sitebilder Website Management & Hosting to fulfill its duties under this Agreement. This is not a trademark license and no other rights relating to the trademarks are granted by this Agreement. Specifically, but without limitation, the rights granted by this Agreement do not include the right to sub-license use of your trademarks or to use your trademarks with any other products or services outside the scope of the Services provided under this Agreement. The limited trademark use rights granted under this section terminate upon termination of this Agreement.

WARRANTY; WARRANTY DISCLAIMER

Customer and/or Third Party Acts:
Sitebilder Website Management & Hosting is not responsible in any manner for any non-confirming Services to the extent caused by you or your customers. In addition, Sitebilder Website Management & Hosting is not responsible for loss or corruption of data in transmission, or for failure to send or receive data due to events beyond Sitebilder Website Management & Hosting's reasonable control.

No Express or Implied Warranty:
All services, systems and products provided by Sitebilder Website Management & Hosting under this agreement are provided without any express or implied warranty in fact or in law, whatsoever. you acknowledge and agree that Sitebilder Website Management & Hosting exercises no control over, and accepts no responsibility for, the content of the information passing through Sitebilder Website Management & Hosting's computers, network hubs and points of presence, or the internet. Sitebilder Website Management & Hosting does not warrant that the operation of the services will be uninterrupted or error-free, or completely secure, and does not make any warranties with respect to patent, copyright, trade secret or trademark infringement. all services performed under this agreement are performed "as is" and without warranty against failure of performance including, without limitation, any failure due to computer hardware or communication systems. except as expressly provided in this agreement, Sitebilder Website Management & Hosting does not make and hereby disclaims, and you hereby waive all reliance on, any representations or warranties, arising by law or otherwise, regarding the services, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, or conditions of quality, and any warranties with respect to patent, copyright, tradesecret or trademark infringement.

Your Warranties and Representations to Sitebilder Website Management & Hosting:
You warrant, represent, and covenant to Sitebilder Website Management & Hosting that (a) you are at least eighteen (18) years of age or are a duly organized and validly existing entity; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party Web sites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (g) your content and/or any software that you install or provide does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.

Non-Profit Organizations, Hardship, Charity and Pro Bono Accounts:
Be advised that the terms "Non-Profit", "Hardship", "Charity" and "Pro Bono" are all used on this site to mean management, programming, hosting or other services that are supplied at Sitebilder's sole discretion for clients who claim to have a financial hardship or to be a legal charitable or non-profit organization, and that the use of any or all of these terms do not bind Sitebilder to any contract or obligation to provide, or continue to provide, any free, discounted or deferred rates at all, and such free services as may be provided do not contstitute in any way a contract or obligation to continue such service. From time to time, and at the sole discretion of Sitebilder, we may furnish hosting, design, programming, management or other Services to organizations or individuals, either free of charge or at reduced or deferred rates and billing. All such services are furnished on a completely voluntary basis by Sitebilder under a spirit of benevolence, and absolutely no guarantee, promise nor expectaion of continuance of such services shall be inferred by the party or parties involved. Sitebilder reserves the right to terminate any such service or services at any time and for any reason at our sole discretion. All such Services may not be deemed in any way to be a contractural obligation of Sitebilder or of any of its employees or members. Clients granted hardship status understand fully that such status is temporary only, and that billing may be deferred but not necessarily forgiven. Deferred billing may be deemed due and payable in full, at any time, at Sitebilder's sole determination of client's status and at our sole discretion.

WEBSITE DESIGN, SCRIPTING and PROGRAMMING SERVICES

All Design, Scripting and Programming services provided by Sitebilder are subject to the following terms and conditions.

Acceptance
Payment of the retainer or deposit for your project is an acceptance of our terms and conditions.

Charges
Charges for services to be provided by Sitebilder shall be defined in the tentative project quote that the client receives via official email, however, said email will not be deemed as a legal contract, and shall simply be a bid quote. No contract to perform any service shall be deemed binding until Customer certifies by email that they agree to all term and consitions, and have read and understand fully these Terms of Service. All Web site design, scripting or application development services will require a non-refundable retainer of at least 50%, unless otherwise specified, which is required prior to commencement of the agreed upon work, and will be applied to the final billing of the project. Sitebilder will bill Customer upon completion of the project. Sitebilder reserves the right to declare any contract or agreement to be null and void if at Sitebilder's sole discretion, the Customer requests excessive changes from the original agreement, and Customer agrees that any and all deposits paid shall be non refundable. In the event that any project departs from the intended direction or result by request of the Customer and requires further time or effort for completion, added billing for such extra work requests will be due twice monthly, on the 1st and 15th, for actual hours worked at an hourly rate of $42.00 per hour. Once final payment for the project is received, the website will be launched live on the Internet and all files will be released to the client. A late charge of 10% will be assessed to payments not received by the due date specified in the contract, and for each billing period (10 days) payment is overdue. A fee of $30 will be charged for all returned (bounced) checks.

Shopping Cart
* eCommerce Merchant Services
Client is responsible for securing merchant account or third party payment processor for the shopping cart (i.e. signing up bank merchant services, PayPal to accept credit cards).
* Database Population
Client is responsible for adding individual items to their shopping cart. You will be have online instructions available on how to add, remove and edit the shopping cart. However, if Sitebilder is requested to fulfill this portion of the project, a per item fee of $5.00 per item will be charged.
* Product Photographs
Client is responsible for photographs of products to be added to the shopping cart, if Sitebilder is requested to fulfill this portion of the project, an hourly rate of $42.00 per hour will be charged.

Change of Services
Should change of project specifications or major revisions require further time for execution, Sitebilder will bill at an hourly rate of $42.00 per hour. All changes must be presented in writing and agreed upon by both parties. Any changes to the work that are not a part of the original agreement will need to be agreed upon by both parties and additional fees may be incurred.

Business Hours
Our business hours for scripting, application development and website design are 10:00 to 6:00 PM. If you require work after the posted hours, on weekends or holidays there will be an additional service fee of $25 per hour added to your invoice.

Copyright
Upon full payment only, Sitebilder grants a non-transferable, exclusive license to use all materials produced in this project. Sitebilder reserves the right to add the finished design to our portfolio.

Design Credit
Sitebilder reserves the right to add a small link to your finished website stating ?Design by Sitebilder?. This link from your completed website to the Sitebilder website is not to be removed unless both parties have consented to its removal and a non-linking license fee is paid. Please contact us for licensing information.

Content/Project Completion
If the project is not completed within 60 days time due to missing content from the client, the balance of the website design fee will be due on 70th day from date the initial retainer/deposit was received. When you present the content needed to complete the website under the scope of the quote, your content will be added to site at no charge to you.. Content presented that was not included in the scope of the quote will be added and billed at an hourly rate of $42.00 per hour.

Indemnification Under no circumstances will Sitebilder be liable for any direct, indirect, incidental, consequential or punitive damages resulting from your use of the design services, except for claims which may arise from Sitebilder infringement of a third party?s intellectual property rights in connection with design components created or secured by Sitebilder. To the extent that you supply Sitebilder with any design elements, you agree to indemnify and hold harmless Sitebilder from and against any claim, loss or damage, including its reasonable attorneys? fees, resulting from the use of such design element. You further agree to indemnify and hold harmless Sitebilder from and against any claim, loss or damage, including its reasonable attorneys? fees, resulting from the content or intellectual property appearing in, on or through your website or linked websites.

Termination
Termination of services by the client must be requested in a written or emailed notice and will be effective on receipt of such notice and full payment of charges due.

Notice
The payment of a retainer or deposit constitutes agreement to and acceptance of these terms and conditions. Payment online is an acceptance of these terms and conditions. Any failure of any portion of our terms, will not prevent the balance of terms from being enforced.

Ownership
Customer shall retain ownership of all data, software applications, tools, other intellectual property, etc. (?Customer Materials?) supplied for use under this Agreement. Customer warrants that it either owns or has a valid license to use or have used Customer Materials provided to Sitebilder for use in performing services for Customer and grants a license to use such Customer Materials. Sitebilder agrees to restrict the use of Customer Materials to employees and contractors performing services for Customer and to return all Customer Materials upon request or completion of the assignment. Upon receipt of payment for the services provided, Customer shall own the software developed by Sitebilder for Customer under this Agreement

Design Credit
Client agrees that the Sitebilder may put a byline on the bottom of their index.html or main.html web page establishing design and development credit. Client also agrees that the web site created for the Client may be included in the Sitebilder's Design portfolio.

LIMITATION AND EXCLUSION OF LIABILITY

Limitations:
In no event shall Sitebilder Website Management & Hosting have any liability whatsoever for damage, unauthorized access to, alteration, theft or destruction of information provided to Sitebilder Website Management & Hosting, distributed or made available for distribution via the services. Sitebilder Website Management & Hosting shall have no liability under this agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if Sitebilder Website Management & Hosting has been advised of the possibility of such damages. in any event, the liability of Sitebilder Website Management & Hosting to you for any reason and upon any cause of action shall be limited to the amount actually paid to Sitebilder Website Management & Hosting by you under this agreement during the thirty (30) days immediately preceding the date on which such claim accrued. this limitation applies to all causes of action in the aggregate, including, without limitation, to breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. the fees for the services set by Sitebilder Website Management & Hosting under this agreement have been and will continue to be based upon this allocation of risk. accordingly, you hereby release Sitebilder Website Management & Hosting from any and all obligations, liabilities, and claim in excess of the limitation stated in this section 6.1. because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, our liability is limited to the extent permitted by law.

Compliance with Law:
Customer shall not post, transmit, re-transmit or store material on or through any of Services or Products which, in the sole judgment of Sitebilder (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, "Persons") or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for use by Customer. Customer shall be responsible for determining what laws or regulations are applicable to its use of the Services and Products.

Passwords:
Initial randomly generated passwords are emailed to clients automatically upon account creation and activation in order to allow clients to access their domain's cPanel and FTP. Unenecrypted emails are not secure, therefore You must agree to change this password immediately upon receipt of account activation to a Secure password of your choosing. Passwords must be at least 8 characters in length, and composed of both upper and lower case characters and numbers. Most symbols may also be used for even greater security. You are responsible for any unauthorized intrusions into your domain or your hosting server resulting from insecure passwords.

Interruption of Service:
You hereby acknowledge and agree that Sitebilder Website Management & Hosting will not be liable for any temporary delay, outages or interruptions of the Services. Further, Sitebilder Website Management & Hosting shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure).

Maintenance:
You hereby acknowledge and agree that Sitebilder Website Management & Hosting reserves the right to temporarily suspend services for the purposes of maintaining, repairing, or upgrading its systems and network. Sitebilder Website Management & Hosting will use best efforts to notify you of pending maintenance however at no time is under any obligation to inform you of such maintenance.

Customer's Responsibility and Content
Sitebilder will exercise no control whatsoever over, nor have any responsibility or liability whatsoever for, the content of the information passing through its network. Sitebilder shall make no effort to validate any information passing through its network for content, correctness, usability or for any other reason. Furthermore, Sitebilder shall not be held responsible for maintaining backups of Customer's data in the event of loss or corruption, and Customer accepts sole responsibility for maintaining any such backups. (We do run daily back-ups of your website and applications, you are ultimately responsible to maintain a current copy of your site other than the one on our server).

Indemnification:
You will defend, indemnify and hold harmless Sitebilder Website Management & Hosting and its officers, directors, shareholders, employees, consultants, agents, affiliates and suppliers (an "Indemnitee") from any and all threatened or actual claims, demands, causes of action, suits, proceedings (formal or informal), losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorneys' fees and court costs, sustained or incurred by or asserted against any Indemnitee by any person, firm, corporation, governmental authority, partnership or other entity by reason of or arising out of or relating to: (i) your violation or breach of any term, condition, representation or warranty of this Agreement or any applicable policy or guideline; (ii) your conduct, including but not limited to your negligence, gross negligence, or willful misconduct; (iii) your use of the Services, including any improper or illegal uses; (iv) any claim by a former employee of yours whose employment has been or may be terminated in connection with or as a result of the execution of this Agreement and performance of the Services by Sitebilder Website Management & Hosting; or (v) any claim relating to your services or products, or your installation and/or use of any third-party software, including but not limited to advertising, product liability claims or infringement of any trademark, copyright, patent, trade secrets or nonproprietary right of a third party (including, without limitation, defamation, libel, or violation of privacy or publicity).

Confidentiality:
The parties each agree that all Confidential Information (as defined below) communicated to it by the other is done so in confidence and will be used only for the purposes of this Agreement and will not be used to compete with the other party or disclosed to any third party without the prior written consent of the other party except as permitted under this Agreement. "Confidential Information" means all information in any form, including, without limitation, printed or verbal communications and information stored in printed, optical or electromagnetic format, which relates to the Services; or computer, data processing or electronic commerce programs and software; electronic data processing applications, routines, subroutines, techniques or systems; information which incorporates or is based upon proprietary information of either party; or information concerning business or financial affairs, product pricing, financial conditions or strategies, marketing, technical systems of either party; or any information concerning customers or vendors of either party; or any data exchange between a party and any customers or vendors. Exceptions to Confidential Information include (1) information in the public domain; (2) information developed independently by a party without reference to information disclosed under this Agreement; or (3) information received from a third party without restriction and/or breach of this or a similar Agreement. It is not a violation of this provision to disclose Confidential Information in compliance with any legal, accounting or regulatory requirement beyond the control of either Party or, but in such case, prior to disclosure, the disclosing Party shall give written notice to the other Party to permit that Party an opportunity to challenge such disclosure. If either Party is subpoenaed, such Party shall give written notice to the other Party to permit that Party an opportunity to challenge the disclosure of Confidential Information. Upon the termination of this Agreement and upon written request of the disclosing Party, each Party shall promptly return all Confidential Information of the other Party. This provision shall survive the termination of this Agreement for two (2) years.

Entire Agreement:
This Agreement and all policies and guidelines incorporated in this Agreement by reference constitutes the entire Agreement of the parties and may not be modified or altered orally but only by an agreement in writing signed by both parties.

No Fiduciary Relationship:
No Third-Party Beneficiaries. Sitebilder Website Management & Hosting is not the agent, fiduciary, trustee or other representative of you. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto.

Assignments:
You may not transfer or assign your rights, duties, or obligations under this Agreement without Sitebilder Website Management & Hosting's prior written consent. Sitebilder Website Management & Hosting may assign its rights and obligations under this Agreement and may utilize affiliate and/or agents in performing its duties and exercising its rights under this Agreement, without your consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assignees.

No Waiver:
Sitebilder Website Management & Hosting's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Sitebilder Website Management & Hosting's right to subsequently enforce such provision or any other provisions under this Agreement.

Severability:
If any provision of this Agreement is deemed illegal, invalid, void or otherwise unenforceable in whole or in part, that provision shall be severed or shall be enforced only to the extent legally permitted, and the remainder of the provision and the Agreement shall remain in full force and effect. If any provision of this Agreement is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.

Survival:
All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.

If you are not satisfied with the Hosting Services provided, we offer a full money back guarantee. Simply cancel your Hosting Plan within the first thirty days of signing up and we will refund your money minus setup expenses and domain name registrations, which are unrecoverable for us.