This Website Design Services Agreement (“Agreement”) is a valid legal agreement between Every IT Solution INC with a principal business address at 2250 Bovaird Drive East, Suite: 607, Brampton, ON and the client, the individual or single entity ordering Every IT Solution. INC Search Engine Optimization Services (“Services”) either via an on-line order form or via Every IT Solution. INC customer service call centre (“Sign-up Process”). This Agreement governs the client’s purchase and use of Every IT Solution. INC Services ordered by the client during the Sign-Up Process.
For purposes of this agreement, the ‘Effective date’ shall be that time when the client uses his or her credit card and the payment for use thereof has been successfully made.
The terms of this Agreement shall commence on the Effective Date, as herein defined.
WHEREAS, Every IT Solution is Web Design & Internet Development Company that offers graphic design services & web page coding & implementation, Mobile Apps, S.E.O, Social Media support to initiate such services.
WHEREAS, client chooses to employ the aforementioned Website Design service of Every IT SolutionINC.
WHEREAS, client has carefully reviewed the Terms of Service Agreement & abides by terms & conditions mentioned in this Agreement.
NOW THEREFORE, in consideration of the terms & conditions set forth in this Agreement, Every IT Solution. INC and client agree to forgoing and as follows:
In this Service Agreement (“Agreement”), “You” and “Your” refer to each customer (“Customer”) and its agents, including each person listed in your account information as being associated with your account, and “We”, “Us” and “Our” refer collectively to Every IT Solution. INC and its wholly owned subsidiaries. This Agreement explains our obligations to you, and your obligations to us in relation to the Every IT Solution. INC service(s) you purchase. By purchasing or otherwise applying for the Every IT Solution. INC service(s), you agree to establish an account with us for such services. When you use your account or permit someone else to use your account to purchase or otherwise acquire access to additional Every IT Solution. INC service(s) or to modify or cancel your Every IT Solution. INC(s) (even if we were not notified of such authorization), this agreement as amended covers any such service or actions. Additionally, you agree that each person listed in your account information as being associated with your account for any services provided to you (including, but not limited to, domain name registration services is your agent with full authority to act on your behalf with respect to such services in accordance with the permissions granted, and that the Primary Contact and Account Administrative Contact for you account shall have the authority, without limitation, to terminate, transfer(where transfer is permitted by the Agreement) , or modify such services or your account information, or purchase additional services. Any acceptance of your application(s) or requests for our services and the performance of our services will occur at our offices in Brampton, Canada, the location of our principal places of business. Except as otherwise expressly set forth in this Agreement, you agree that if you list, directly or by default, Every IT Solution.INC as a contact for your account and/or any of the services in your account, we have the right, without notice, to remove our name and/or information from any such account or service and to replace the same with the name and/or information provided by you for any other contact associated with that account or service.
This agreement explains the important terms and conditions under which Every IT Solution.INC shall operate and provide Website Design service package subscribed to/or applied to by the client. It is important that this document be thoroughly reviewed if Client agrees to these terms & conditions, and is willing to be bound by them. This Agreement also declares your consequent obligations as our Client in relation to the Website Design service package you purchased. Any attempt to amend terms and conditions enclosed in this agreement and question the said points after the effective date through conflicts and misrepresentation in any other document shall be of no force and void the effects. By availing Website Design services of Every IT Solution.INC, and by entering into this page, you, as our client, acknowledge that you have read, understood, and agreed to be bound by all terms and conditions mentioned in this agreement, as well as any additional rules or policies that may be established by Every IT Solution.INC from time to time. This Agreement, and those that may from time to time be added or modified herein, constitutes the exclusive agreement between the client and Every IT Solution.INC concerning your use of the Website Design Service and shall supersede and govern all prior proposals or agreements made by any of our representatives.
3. CONTENT SUBMISSION
Every IT Solution.INC will provide Client with Services solely in accordance with information provided to us online, in written form, via email, and through telephone.
If Client is not able to provide or confirm with Every IT Solution.INC the information they provided that shall be used for the development of client’s website, Every IT Solution.INC will passively create a generic website, referred to as industry-based template with content (IBTC), throughout the rest of the agreement. Client may still alter this template upon contacting Every IT Solution.INC and confirming or providing information needed for the website.
Client agrees to submit all content within ten (IT Business days after initial payment for Every IT Solution.INC Website Design Services. Any content submitted after business days will not be included in the Website Design Service. Client agrees that any additional content added to the scope of the project will be billed in advance. Every IT Solution.INC and Client shall agree to a schedule of deadlines before commencing work on a project. Meeting project deadlines will be dependent on the provision of content/ information for the project by the Client. Failure by Client to provide content/information promptly will result in the project deadline being re -scheduled.
3.1 Type of Contents
Client and Every IT Solution.INC must work together to complete the website in a timely manner. Client is solely responsible for the contents of the Website and the consequences thereof. Below is a list of acceptable content formats: (a) Client agrees to provide textual content for all Website pages, limited to an average of 500 words per page, in the following specified format: Microsoft Word, WordPerfect for Windows; Rich Text Format (*.RTF); Text (*.TXT); or HTM/HTML (*.HTM, *.HTML).Text will not be accepted in other formats. (b) Client agrees to provide all images and content for the Website. EVERY IT SOLUTION.INC will not alter the quality of the images or graphics, but will resize them to fit the chosen template layout. A maximum of ten (10) images or graphics will be allowed per Website page, including the company logo. Prices for photo or image optimization will be extra charge. Client agrees to provide images/graphics for all Website pages in the following specified format: Photoshop (*.PSD,*.PDD); Bitmap (*.BMP, *.RLE); CompuServe, GIF (*.GIF); Photoshop EPS (*.EPS); Photoshop DCS 1,0 (*.EPS); JPEG (*.JPG,*.JPE); PCX (*.PCX); Photoshop PDF (*.PDF, *.PDP); PICT (*.PCT,*.PIC); Pixar (*.PXR); PNG (*.PNG); RAW (*.RAW); Sitex CT (*.SCT); Targa (*.TGA, *.VDA, *.ICB, *.VST); Tiff (*.TIF). Images in other formats will not be accepted.
Client agrees not to do anything, which would restrict or inhibit any other users from using and enjoying the Internet,
Client further agrees not to use Every IT Solution.INC to send or post any messages or materials that are unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise constitute a criminal offense, give rise to civil liability or otherwise objectionable material of any kind or nature or that encourages conduct that could constitute a criminal offense, infringes on any third party’s intellectual property or publicity/privacy rights, give rise to civil liability or otherwise violability applicable local, state, national or international laws or regulations. Should these unlawful acts happen. Client would solely be liable for damages.
Every IT Solution.INC reserves the right to terminate the account if Every IT Solution.INC becomes aware and determines, in its sole discretion, that Client is violating any of the foregoing guidelines. As a condition of use of Every IT Solution.INC ‘s service Client warrants to Every IT Solution.INC that Every IT Solution.INC’s Services will not be used for any unlawful purpose.
Client is responsible for keeping a copy of the most current Website files as backup on a remote system. Every IT Solution.INC is not responsible for any lost files, information, or data. If Every IT Solution.INC ‘s hosting services has been terminated, or a copy of the website files requested, Every IT Solution.INC will e-mail one copy of the HTML files, graphics, and all other associated aspects of the Website to Client in an email attachment at no charge for the first request. Every IT Solution.INC may provide the copy of the files to Client via compact disc (CD), at the cost of fifty dollars ($50.00) plus shipping and handling, if so requested.
3.2 Completion Date
Upon completion of website construction, Every IT Solution.INC will send a link via email and registered mail the temporary website address (URL) that would showcase the latest updates on the development for Client’s review and comments. If the Client does not notify Every IT Solution.INC through a phone call or email for any changes to be made within the agreed terms seven (7) days after the notification was sent, the website design will be launched permanently using the selected domain name.
3.3 Change Requests
Once the initial design phase is completed Client agrees to provide, via email to Every IT Solution.INC, concise feedback and desired changes. If feedback is not received promptly, Every IT Solution.INC is not held liable for any additional costs required to extend the project timeline.
3.3 Billable and Non-Billable Requests
Every IT Solution.INC understands that Client may request significant design changes to pages that have already been built according to earlier specifications. To that end, the scope of acceptable revision requests does not include provisions for “significant page modifications” or creation of additional pages in excess of the agreed maximum pages without additional charges.
If significant page modification is requested after page has been built to Client’s specification (after the Production Phase), it will be considered a billable request.
3.4.1 A billable request is one that changes the basic structure of the Website such as an additional navigation button or basic design layout change of the Website.
3.4.2 A non-billable change is one that does not affect the layout or navigation of the Website such as swapping out a photo or change text (provided that the modified test still fits within the space originally provided). Client is encouraged to inquire as to whether a change is billable or non-billable, should there be any doubt. As long as requested before the Acceptance Phase, non-billable changes are free-of-charge. Billable changes on the other hand are not, and will be assessed first and billed separately by the hour.
3.5 Domain Name
Any domain name registered on Client’s behalf will be made in Every IT Solution.INC ‘s name for administrative contact. The registrant’s contact is generally required to be the hosting ISP or Domain Registrar. For the billing contact, it will be the Client so that email notifications regarding renewal of domain names will be sent directly to the Client. For existing domain name, client is responsible for the renewal.
In the event there is a misspelling of a domain name, while being registered online, you as the customer must register the correct spelling of that name. There are NO refunds issued for misspelled domain names,
You acknowledge and agree that Every IT Solution.INC does not guarantee that you will be able to register or renew a desired domain name, even if our systems indicate that domain name is available, or you are able to complete an order with respect to such name. You also understand that Every IT Solution.INC cannot know with certainty whether or not the domain name, which you are seeking to register, is simultaneously being sought by a third party, or whether there are any inaccuracies or errors in the domain name registration or renewal process or related databases, including the various WHOIS or other registry databases. You also acknowledge and agree that Every IT Solution.INC is not responsible for any inaccuracies or errors in the domain name registration or renewal process. You are solely responsible for making sure that your registration or renewal is properly processed. You also acknowledge and agree that Every IT Solution.INC is not liable or responsible in any way for any errors, omissions or any other actions by any third party including any registry administrator arising out of or related to your application for and registration of, renewal of, or failure to register or renew a particular domain name.
By applying to register a domain name, or by asking us to maintain or renew a domain name registration, you hereby represent and warrant to us that (a) the statements that you made in connection with such registration, maintenance, or renewal are complete and accurate, and your contact information will be kept current; (b) the registration of the domain name will not infringe upon or otherwise violate the rights of any third party; (c) you are not registering the domain name for an unlawful purpose; and (d) you will not use the domain name in violation of any applicable laws or regulations or Every IT Solution.INC’s rules or policies. You agree and acknowledge that it is your responsibility to determine whether your domain name registration or use infringes or violates someone else’s rights, including, but not limited to, whether any foreign language translations of your domain name, either between roman-alphabet languages, between non-roman alphabet languages, or between roman- alphabet and non–roman alphabet languages, infringe or violate someone else’s rights.
Client shall provide full access to domain name control panel to Every IT Solution.INC for administrative and technical purposes. Client’s failure to provide this access shall indemnify Every IT Solution.INC of any liability resulting to downtime. Every IT Solution.INC does not guarantee that any modification made will be reflected should full access be not granted. Lack of access could result to non-visibility of any modifications made.
4. Fees, Payment and Terms of Service
Client agrees to pay Every IT Solution.INC (a) for credit card payments – the first monthly fee of the package plus (one) 1-year domain name registration fee when applicable; (b) for other modes of payment such as check – the full (1-Year) package price plus 1-year domain name registration fee when applicable. Client further agrees to pay in advance of the time period during which such services are provided. All fees are due immediately and are non–refundable. If Client switches or upgrades the website design package, the monthly service fees shall be prorated. Website and Ecommerce Packages require a 12-month minimum commitment; early termination fees apply amounting to the unpaid balance (remainder) of the total package price.
Client agrees to provide Every IT Solution.INC with current billing and contact information and authorize EVERY IT SOLUTION.INC to bill all accounts and related charges to the credit card on file.
Merchant name to appear on statement is “Every IT Solution INC “. A chargeback fee shall be assessed for each chargeback received by Every IT Solution INC.
Every IT Solution INC shall charge a fee for returned (NSF) checks. Clients who issue NSF checks will be required to submit future payments through certified check or money order, or will be required to pay through credit card.
Client agrees that pre-payments will be billed and charged automatically, that Every IT Solution INC may apply the amount due to the provided card at any time, and will issue no refunds. Client agrees to notify Every IT Solution INC via email or fax of any change in credit card details. If the credit card is denied for any reason on the first attempt, Every IT Solution INC will automatically attempt to resubmit such card within three (3) business days of the original attempt. Should the card be denied again, Client may provide alternative billing arrangements, or Every IT Solution INC may terminate the account. All files within the account may be deleted on termination,
If Every IT Solution INC does not receive payment from the card issuer, Client agrees to pay Every IT Solution INC all amounts due upon demand. Client agrees to pay all attorney’s and collection fees arising from any efforts to collect any past due amounts to the extent allowed by law.
Client shall own the created website subject of this Agreement only after the first year of subscription.
Renewal of the service shall be automatic after expiration of the 12-month contract, unless Client submits in writing a request for the Service to be terminated arid wishes for Every IT Solution.INC to discontinue service after the first year of subscription.
4.1 Late Payments: Should Client fail to pay any fees on the date due for payments, Every IT Solution INC shall have the right to make use of any or all of the following: (a) assess and collect charges for the delay in an amount constituting five percent (5%) per month of which amount shall not exceed the ceiling provided by law, when available (b) suspend or terminate any access to any or all of the services of Every IT Solution INC, (c) terminate the herein Agreement without incurring any liability whatsoever arising from the discontinuance of services due to late payments.
4.2 Continuous Payment: The suspension or termination of Every IT Solution INC services, or of the Agreement, shall not absolve the Client from paying any outstanding fees, interests and penalties. Client shall be responsible for any costs for the collection of such fees. Costs herein contemplated shall include, among other expenses rightfully due to Every IT Solution INC, attorney’s fees, expenses of litigation, and payment of damages.
4.3 Refunds: All monies paid to Every IT Solution INC are non-refundable.
5. ACCURATE INFORMATION
Client agrees to: (1) provide certain true, current complete and accurate information about You and Your company as required by the application process and (2) maintain and update according to our modification procedures the information you provided to us when purchasing our services as needed to keep it current, complete and accurate. We rely on this information to send you important information and notices regarding your account and our services. You agree that Every IT Solution INC (itself or through its third party service providers) is authorized, but not obligated, to use Coding Accuracy Support System (CASS) certified software (end/or such other systems or programs as may be recognized by the Canada & United States or other international postal authority for updating and/or standardizing address information) to change any address information associated with your account (e.g., registrant address, billing contact address, etc.), and you agree that Every IT Solution INC may use and rely upon any such changed address information for all purposes in connection with your account (including the sending of invoices and other important account information) as though such changes had been made directly by you.
Every IT Solution INC is not responsible for the custody, archiving, safe keeping, as well as of returning or sending to Clients, of documents, graphic work, physical goods or web pages created for clients and/or sent to Every IT Solution INC in any manner or form.
7. EXCLUSIVE REMEDY
TIME LIMITATION ON FILING ANY CLAIM. YOU AGREE THAT OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO ANY Every IT Solution INC SERVICE (S) PROVIDED UNDER THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNT YOU PAID FOR SUCH SERVICE (S) DURING THE TERM OF THIS AGREEMENT. IN NO EVENT SHALL Every IT Solution INC, ITS LICENSORS AND CONTRACTORS (INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES PROVIDING SERVICES AS PART OF THE SUBSCRIPTION SERVICE FOR WEBSITES FROM Every IT Solution INC) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF Every IT Solution INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN Every IT Solution INC ‘S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH STATES. Every IT Solution INC end its licensors and contractors disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2.) loss or liability resulting from data non-delivery or data misdelivery; (3) loss or liability resulting from acts of god; (4) loss or liability resulting from the unauthorized use or misuse of your account number, password or security authentication option; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or service(s) provided under this Agreement; (6) loss or liability relating to Me deletion of or failure to store e-mail messages; (2 ) loss or liability resulting from the development or interruption of your web site or your Every IT Solution INC website; (8) loss or liability from your inability to use our email service, web site manager service or any component of the subscription service (for websites from Every IT Solution INC); (9) loss or liability that you may incur in connection with our processing of your application for our services, our processing of any authorized modification to your domain name record or your agents failure to pay any fees, including the initial registration fee or re-registration fee; (10) loss or liability as a result of the application of our dispute policy; or (11) loss or liability relating to limitations, incompatibilities, defects or other problems inherent in XML.HTML or any other standard not under Every IT Solution INC ‘s sole control. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF OUR SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM SHALL BE FOREVER BARRED,
Client represents and warrants to Every IT Solution INC that (a) Client has the legal personality or authority, as the case may be, to enter into an Agreement with Every IT Solution INC and perform its obligations under this Agreement; (b) Client shall use Every IT Solution INC ‘s services and products for lawful purposes; (c) Client shall not violate any existing law, rules or regulations of any country where the project is used. Neither shall client violate the intellectual property rights of any person, corporation or legal entity; (d) Client warrants that the project herein, or its principal place or business is not located in a country where the activities necessarily arising from the use of the project is prohibited. (e) In any instance client shall receive advice or notice of any claim with regard the project or Every IT Solution INC, Client shall promptly provide Every IT Solution INC with a written notice of such claim. (f) Client agrees to inform Every IT Solution INC via email within three (3) days of any changes, alterations or modifications to the homepage or the project in general.
Every IT Solution INC has the legal personality and authority to enter into this Agreement and perform its obligations under this Agreement; and, Every IT Solution INC will perform the services required under this Agreement.
A 25% fee of the total project cost is charged to the client for cancellations made to answer for costs of set up requirements and billing in relation with the Website Design Services where the project billed has not yet begun.
Payments previously paid are already non-refundable even if project has not been completed prior to cancellation.
To Cancel, Client is expected to send a cancellation notice through our toll-free fax at 1-800-362-7251 or via email at email@example.com
10.1 Taxes. Client will pay, or when necessary, reimburse Every IT Solution INC for taxes and duties imposed upon and by reason of the performance of Every IT Solution INC of its services, on all sales, use, transfer, privilege, whether international, national, state or local, except income taxes or gross receipts taxes which may be levied against Every IT Solution INC.
10.2 Non-Exclusivity. The parties acknowledge and agree that Every IT Solution INC is providing access to and use of its non-exclusive and non-transferable services to multiple customers.
10.3 Support. Every IT Solution INC agrees to provide live technical support during normal business hours (Monday to Friday, 9:00am – 5:00pm Eastern Time).
10.4 Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, the parts deemed unenforceable shall not affect the validity of the others, unless Every IT Solution INC, in good faith, deems the unenforceable provision to be essential, in which case Every IT Solution INC will have the right to terminate this Agreement.
10.5 Notices. Any written notice required or permitted to be delivered pursuant this Agreement will be in writing and will be deemed delivered: a) upon delivery if delivered in person; b) three (3) business days after deposit in the United States & Canada mail, registered or certified mail, return receipt requested, postage prepaid; c) upon transmission if sent via telecopy, with a confirmation copy sent via overnight mail; d) one (1) business day after deposit with a national overnight courier, e) upon transmission if sent via email with a telecopy sent the same day, in each case addressed, in the case of Client, the address listed in Every IT Solution INC ‘s records, or in the case of Every IT Solution INC, at 2250 Bovaird Drive East, Suite 607, Brampton, ON, Canada.
10.6 Assignment. Client will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without Every IT Solution INC ‘s prior written consent, which consent may be withheld, delayed or conditioned in Every IT Solution INC ‘s discretion. Every IT Solution INC shall have the right to assign this Agreement, in whole or in part to a third party at any time upon written notice to Client.
10.7 Force Majeure. Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation to acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.
10.8 Waiver. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by an authorized representative of Every IT Solution INC. The parties expressly disclaim the right to claim the enforceability or effectiveness of: a) any amendments to this Agreement that are not executed by an authorized representative of Every IT Solution INC and Client; b) any oral modifications to this Agreement; and c) any other amendments that are based on course of dealing, waiver, reliance or similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waver or modification by such party of any of its rights under this Agreement.
10.9 Governing Law & Dispute Resolution with Third Party Licensors. This Agreement shall be interpreted and construed in accordance with the laws of Canada without regard to conflict of law principles. The parties agree that at disputes arising out of this Agreement shall be brought only in the municipal & provincial courts located in or for Ontario, Canada
10.10 Non-solicitation. Client agrees that during the term of this Agreement and for a period of twelve (12) months after the expiration and non-renewal or termination of this Agreement, Client shall not solicit or attempt to solicit any employee or consultant of Every IT Solution INC. Client further agrees that a violator hereof shall entitle Every IT Solution INC to claim the amount of $100,000.00 as liquidated damages.
10.11 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.
10.12 Abuse of Traffic and/or Storage. The intention of Every IT Solution INC is to provide a large space to serve Website documents, not an offsite storage area for electronic files. All of your Website pages (html) must be ‘linked’ with ties (GIF,JPEG, etc.) stored on Every IT Solution INC server. This policy does ONLY apply to Websites that are considered to be abusing services — bandwidth in particular. It is NOT applicable to photo galleries, even if several megabytes of storage space are in use. Websites that are found to contain either no HTML documents or a large number of unlinked files are subject to warning, suspension or cancellation at the sole discretion of Every IT Solution INC management. Traffic will go unmonitored until you reach 4 GB (3,442,450,944 bytes) per month. Thereafter, normal data transfer cost of $15.00/1GB sha11 apply. Unless special agreement has been met, traffic overages will be billed in blocks of 5GB and cannot be prorated.
10.13 Modification of Terms. Every IT Solution INC reserves the right to modify this Agreement at any time and without advance notice, effective upon making the modified provisions available on the Every IT Solution INC Consulting US. You are responsible for regularly reviewing these documents. Continued use of Services after any such changes shall constitute your consent to such changes. Every IT Solution INC consulting does not and will not assume any obligation to notify you of any changes to this Service Agreement.
10.14 Your use of the service is at your sole risk, Every IT Solution INC is not responsible for flies and data residing on your account. You agree to take full responsibility for files and data transferred and to maintain all appropriate backups of files and data.
11. Copyright and Trademarks
Every IT Solution INC will use content approved by you to complete your Website. Any such images and text shall remain your property. You represent to Every IT Solution INC and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Every IT Solution INC are owned by you, or that you have permission from the rightful owner to use each element(s), and will hold harmless, protect and defend Every IT Solution INC from any claim or suit arising from their use.
DISCLAIMER EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE Every IT Solution INC SERVICE PROVIDED IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Every IT Solution INC EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE Every IT Solution INC SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY Every IT Solution INC, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL EVERY IT SOLUTION.INC, OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR LIABILITY TO USE THE Every IT Solution INC SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE EVERY IT SOLUTION.INC SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS , INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO EVERY IT SOLUTION.INC RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT EVERY IT SOLUTION.INC IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM EVERY IT SOLUTION.INC AND ITS AFFILIATES. UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL DAMAGES INCLUDE LOSS OF BUSINESS, OR LOSS OF PROFITS WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, NOR SHALL EVERY IT SOLUTION.INC’s LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU TO EVERY IT SOLUTION.INC DURING THE THREE (3) MONTH PERIOD PRIOR TO WHEN THE ACTION AROSE. THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.
Client agrees to defend, indemnify and hold harmless Every IT Solution INC against any and all claims, losses, penalties, causes of action, damages, liability, Costs, expenses (including but not limited to reasonable attorneys’ fees) or claims caused by or resulting indirectly from your use of the Service, without limitation or exception, including your violation of any third-party’s rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with Every IT Solution INC. By completing our online sign up form, or confirming an order by phone, and giving us the credit card information, it indicates that Client has read and understood the Every IT Solution INC Service Agreement and thus is bound by the terms and conditions stated herein. All transactions entered to us using Client’s credit card are binding. The undersigned agrees to the terms and conditions contained in this Service Agreement. The undersigned also states that he or she is empowered to enter into this agreement on behalf of the organization or business.
14. LIMITATION OF LIABILITY
Every IT Solution INC SERVICES’ LIABILITY UNDER THE AGREEMENT FOR ANY DIRECT DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY CLIENT TO Every IT Solution INC THROUGH TEE DATE Every IT Solution INC SERVICES’ LIABILITY TO CLIENT ACCRUES. IN NO EVENT SHALL Every IT Solution INC BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.
15. TERMINATION AND BREACH OF CONTRACT
Termination by Every IT Solution INC. Every IT Solution INC shall have the right, upon written notice to Client, to terminate this Agreement, sue and/or make Client liable for breach, if: (a) Client fails to comply with its payment obligations under this Agreement; (b) Client materially breaches any term or condition this Agreement; (c) Client terminates or suspends its business activities, becomes insolvent, or becomes subject to any bankruptcy or insolvency proceeding, or assigns the project to creditors, or becomes subject to direct control of a trustee,receiver or similar authority(d) Client infringes or duplicates the website subject of this Agreement, while having an outstanding balance, within one year from the effectively date of this Agreement.
Client shall have the right, upon written notice to EVERY IT SOLUTION.INC, to terminate this Agreement if Every IT Solution INC is in material breach of this Agreement and it fails to remedy such material breech within thirty (30) calendar days of it receipt of such written notice.
Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, unless contrary to the pertinent provisions herein stated.
A project manager will be working with the Client in every phase to assure that requests are processed. However, if any response or approval is not received from the client for more than 30 days, the project will be considered abandoned and payment will not be refunded.
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