These Terms Of Service ("TOS") are legally binding on all Clients of WEBPINNER, including all of its divisions and subsidiaries (collectively "WEBPINNER").
PLEASE READ THIS MATERIAL CAREFULLY BEFORE USING THIS SITE
1. Acceptance of Terms:
By accepting WEBPINNER's TOS, electronically or in writing, and/or by using or engaging WEBPINNER's services, including but not limited to; submission of content to WEBPINNER, and payment or authorization of payment, Client agrees to be bound by these terms and conditions. Client also agrees that Client's electronic acceptance of the TOS shall have the same force and effect as if Client had agreed to the TOS in writing.
WEBPINNER provides its services to Client subject to the following TOS, which may be updated from time to time without notice. Client may review regularly the most current version of the Terms Of Service. Failure to comply with the TOS may result in account termination or suspension. By using WEBPINNER's services, Client agrees to (and hereby signs) the most current version of the TOS. If Client does not expressly reject the TOS at the point of sale, Client agrees to (and hereby signs) the TOS and WEBPINNER is instructed to commence work on Client's website as if Client had expressly accepted the TOS.
2. Description of Services:
WEBPINNER Designs and Hosts websites, provides Internet-based marketing services, and provides other website-related services, including but not limited to; support and modification of websites, e-commerce, flash, web-traffic reporting, database development, easy interface for updating the website, email accounts and additional website-related services ("Services"). Client understands that WEBPINNER's services may include certain communications from WEBPINNER such as advertisements, notices, service announcements and newsletters. Client is responsible for obtaining access to WEBPINNER's services that may involve third party fees (including but not limited to, ISP and gateways). Client also is responsible for all equipment and software necessary to access WEBPINNER's services.
3. Electronic Delivery Policy: WEBPINNER is a website-related business and communicates with its Clients electronically. When a Client accepts the TOS, Client consents to receive electronically from WEBPINNER any notices, progress reports, agreements, disclosures, or other communications (Notices). Client agrees that WEBPINNER may send Notices in either of the following ways:
Client herby gives permission to WEBPINNER to use samples or links to Client's website designed or marketed by WEBPINNER for marketing and advertising purposes, including but not limited to, use in WEBPINNER's online portfolio and social media websites.
6. Unacceptable Practices: As WEBPINNER strives to offer the very best Services, there are certain guidelines and policies that must govern WEBPINNER's efforts and relationships with its Clients. Practices that are in violation of these guidelines and policies are forbidden and will result in the immediate termination of WEBPINNER's Services. Client acknowledges and agrees that WEBPINNER has sole discretion over decisions regarding compliance with these guidelines and policies. Unacceptable practices include, but are not limited to:
7. Acceptable Use Policy: This AUP is incorporated by reference in your hosting services agreement with WEBPINNER.
Your services may be suspended or terminated for violation of this Acceptable Use Policy ("AUP") in accordance with the TOS.
Client may not use WEBPINNER's Mail Service or services to engage in, foster, or promote illegal, abusive, or irresponsible behavior, including:
8. Intellectual Property Policy: WEBPINNER respects copyright laws and the intellectual property of others. WEBPINNER may terminate Services and/or accounts for copyright infringement.
WEBPINNER will not use copyrighted or trademarked materials on any Client's website without the express written consent of the copyright or trademark owner. It is Client's responsibility to ensure that all content submitted to WEBPINNER is original content and free from third-party copyright or trademark protection, or to obtain permission to use copyrighted or trademarked materials from the copyright or trademark owner. Client assumes full liability for any infringement of any third-party's copyright or trademark rights as a result of the use of protected materials on Client's website, including, but not limited to, any infringement due to website content, website design or the look and feel of Client's website.
(See Unacceptable Practices)
Client content that is sent to WEBPINNER will remain the intellectual property of Client. WEBPINNER does not return original content to Client. Unless a request to return the original content to Client is made in writing upon submission of the content, the content will be destroyed. WEBPINNER will attempt to honor requests to return original content, however, WEBPINNER has no liability and does not guarantee the return of any content to Client.
Domain names purchased by WEBPINNER and website designs, databases, stores, or programs created by WEBPINNER, are the property of WEBPINNER until Client has paid all fees including one full year of monthly hosting. (See Domain Names Purchase/Hosting Agreement).
However, when you purchase a custom website from WEBPINNER pursuant to the terms of these TOS, you own the design and license the technology from Agent Image.
9. International Use: Recognizing the global nature of the Internet, Client agrees to comply with all local rules regarding online conduct and acceptable content. Specifically, Client agrees to comply with all laws regarding the transmission of technical data exported from Uganda, or the country in which Client resides and/or transacts business.
10. Interstate Communications: Client acknowledges that by using WEBPINNER's Services Client will be causing communications to be sent through WEBPINNER's computer networks, which may be located throughout the Uganda. Due to the nature of electronic communications, even communications that seem to be intrastate can result in the transmission of interstate communications. Client acknowledges that use of WEBPINNER's services results in interstate data transmissions.
11. Website Construction Procedure: Where applicable, with help and input from Client, WEBPINNER will prepare the appropriate design and work with the content provided by Client for development of the website. Client must submit content to the design department before site construction begins on the custom website. Client must submit content to WEBPINNER using the Design Meeting Packet (DMP). Client must electronically accept the TOS before access is granted to the DMP. After content is submitted by Client, the website is developed. Prior to the website being taken live, Client will receive a missing information notification if content is incomplete. Client will then have five (5) business days to submit missing or incomplete content. If complete content is not received, the website will be taken live "as-is". If the website is taken live without all of the pages completed due to incomplete content, those pages may be banked and developed in the future using Client's design time.
In submitting content through the DMP, links to sample sites Client likes are for general information purposes only and assist WEBPINNER with the design of Client's custom website. The functionality and detail of the sample sites will not be duplicated unless such functionality and detail are specifically included and itemized in WEBPINNER's proposal. Direct duplications of sample sites will not be permitted unless the original sample site owner provides express, written consent.
The design and content layout are completed by the designer and presented to Client for approval. After Client approves the website, the website will go live. WEBPINNER may review the text before the website goes live to correct any possible errors. WEBPINNER is not liable for the accuracy of information, typing or spelling errors in any of the content approved by Client and published on the website. Client will be notified by email that the website is live.
Client understands, agrees, and acknowledges that WEBPINNER does not guarantee a time frame for completion of ANY website. A website cannot be completed without submission of complete content, design approvals, and participation from Client. If Client continues submitting additional content throughout the design process, the design time frame is increased. If Client does not submit complete content and WEBPINNER is not able to start or complete the custom website design, Client still is responsible for and agrees to pay all fees incurred, including, but not limited to, set-up, enhancement, and monthly hosting charges that begin accruing from date of sale. If Client's website requires custom programming, functionality, flash, e-commerce, or the use of a database, the overall development time will be extended.
Client is provided with a placeholder immediately after sale. Upon request, Client also will be provided with an optional "welcome website" shortly after the initial sale. The welcome website is a temporary website Client can modify and direct customers to while the website is being built. Client may choose not to have a welcome website.
12. Progress Reports: WEBPINNER shall contact or meet with Client on a mutually acceptable schedule to report all tasks completed, problems encountered, and recommended changes relating to the development and testing of the website. WEBPINNER shall inform Client promptly by telephone or e-mail upon discovery of any event or problem that may delay significantly the development of the design work.
13. Developers Guarantee for Program Use : WEBPINNER agrees to notify Client of any licensing and/or permissions required for art-generating/driving programs to be used.
14. Changes/Revisions: WEBPINNER agrees to provide any and all Services, including but not limited to, the design and construction of a website or marketing services, pursuant to the specifications contained in the original terms of sale. Any additions or changes to Services requested by Client that are outside of or beyond the scope of the original terms of sale will be billed to Client at WEBPINNER's standard rate, and Client agrees to pay all charges billed for such additions or changes. WEBPINNER is not obligated to complete any additions or changes to Services requested by Client that are outside of the scope of work contained in the original terms of sale. If WEBPINNER does not agree to the Client's requests for additions or changes to Services, Client still is obligated to pay all fees incurred and due. With respect to the design and construction of a website, Client will be provided: one (1) opportunities to alter the proposed web design after delivery of the concept designs by WEBPINNER to the Client for review, and two (2) opportunities to alter the proposed web program after all user requirements and functional requirements have been completed by WEBPINNER.
15. Testing and Acceptance Procedures: WEBPINNER will make a good faith effort to test all deliverables thoroughly and make all necessary corrections as a result of such testing prior to sending the deliverables to Client. Upon receipt of the deliverables, Client shall either: (1) accept the deliverables and make the required milestone payment set forth therein; or (2) provide WEBPINNER with written or e-mail notification of any corrections Client requires, and a suggested date for completion of required corrections. The suggested date for completion of required corrections shall be reasonable and mutually acceptable to both WEBPINNER and Client. WEBPINNER and Client shall each designate one representative as the designated person who will send, receive, and accept all deliverables and communications between WEBPINNER and Client. Neither WEBPINNER nor Client shall have any obligation to consider for approval, or respond to, communication, deliverables, or materials submitted by any person other than the designated person. Both WEBPINNER and Client each have the right to change its designated person upon two (2) days notice to the other.
16. Client Approval: Client is responsible for testing and approving the functionality of all Services, including but not limited to websites and marketing services, upon WEBPINNER's request and notification that the Services and/or website or marketing services have been completed. Client's responsibility includes, but is not limited to, testing the functionality of all Services, website pages, databases, e-commerce stores, payment functions, galleries, forums, etc. Upon Client's approval of the Services and/or website to go live, Client agrees and acknowledges that Services have been rendered by WEBPINNER and the functionality of the website has been tested and approved by Client.
Client acknowledges and agrees that if Client does not respond within five (5) business days to WEBPINNER's request for approval and notification that the Services and/or website have been completed, the Services and/or website, along with the functionality of the Services and/or website and services rendered, will be deemed to be approved by the Client, and the Services and/or website will be taken live "as-is".
Client acknowledges and agrees that if Client does not respond to requests by WEBPINNER for missing or incomplete information, a final notification and/or request will be sent to Client. If Client does not respond within five (5) business days to WEBPINNER's notification or requests for missing information, the Services and/or website, along with the functionality of the Services and/or website and the services rendered, will be deemed to be approved by the Client, and the Services and/or website will be taken live with the missing or incomplete information "as-is" or "under construction".
17. Warranty Period and Website and Online Marketing Maintenance: WEBPINNER agrees to provide Client with reasonable technical support and assistance to maintain and update the Services and/or website during a warranty period of sixty (60) days after publishing the Services and/or website on its final domain name ("Warranty Period"). Such technical support and assistance will be provided at no charge to Client for up to a total of two (2) hours. For technical support and assistance provided to Client by WEBPINNER beyond two (2) hours, Client agrees to pay WEBPINNER at its standard rates. After the expiration of the Warranty Period, Client may enter into a new agreement with WEBPINNER for Services and/or website maintenance ("Maintenance Agreement") wherein WEBPINNER agrees to provide reasonable technical support and assistance to Client to maintain and update the Services and/or website on the Internet for an agreed upon fee. Any such fee will be due and payable when billed pursuant to the TOS. Such maintenance shall include correcting any errors or any failure of the Services and/or website to conform to the specifications and the development of enhancements to the originally contracted project. The Warranty Period shall not include the development of enhancements to the website expressly considered by Section 9 of the TOS.
18. Enhancements : If Client enters into a Maintenance Agreement with WEBPINNER, Client agrees that if Client wishes to modify and/or enhance the Services and/or website, Client will give WEBPINNER the option to submit a bid or proposal to perform such modifications and/or enhancements prior to accepting or soliciting any competing bids or proposals.
19. Technical Support: WEBPINNER's technical support department can be contacted at firstname.lastname@example.org for any concerns with Client email accounts or any problems with hosting or functionality of the Services and/or website after the Services and/or website are live.
If Client uses WEBPINNER's technical support services, including but not limited to screen share sessions, Client acknowledges and understands that WEBPINNER does not warranty that technical support services will meet Client's requirements or be error free. (See Disclaimer of Warranties and Limitation of Liabilities.)
20. Customer Service: WEBPINNER strives to offer the best service available. Customer service complaints or concerns should be emailed to email@example.com
21. Use and Storage: Client acknowledges that WEBPINNER may establish general guidelines and limits concerning the use of WEBPINNER's Services and may modify these guidelines at any time. Limits may include but are not restricted to, the maximum number of days that email messages or other content will be retained (90 days), maximum number of email messages that may be sent from or received by an account, the maximum size of any email messages sent and the maximum disk space that will be allotted on WEBPINNER's servers on Client's behalf. WEBPINNER periodically backs up the websites it hosts. However, Client acknowledges that WEBPINNER is not responsible for backing up Client's website and data. Client should seek appropriate backup solutions. Changes made by Client using the editing tool or by WEBPINNER may be lost if data loss occurs after a scheduled backup by WEBPINNER.
22. Updates to Live Website/Design Time: Based on Client's monthly website service package, WEBPINNER may provide 4 to 12 hours annually of free updates and changes or "design / development hours" that are available to Client to use after the website is live. After the website is live, Client may wish to make changes or updates to the website from time to time. Most changes can be made using WEBPINNER's online editors. The online editors may not be available for all websites, or all pages of a website. Availability of the online editors is dependent upon the functionality and specifications required for the Client's website. For changes that cannot be made with the editors, Client may use available WEBPINNER design special rates. These changes must be requested through WEBPINNER's Updates Department at firstname.lastname@example.org. Design rates can be used for modifying the design or layout of the website.
WEBPINNER is not responsible for any changes Client makes to his/her website, or if Client breaks the website.
23. Domain Names Purchased/Hosting Agreement: Monthly hosting is billed every 30 days beginning from the date of sale. Monthly hosting is billed from the date of sale, regardless of the date the website goes live, because hosting costs are incurred immediately. Server space is secured for the developing website and/or for existing Client domain names. In addition, email accounts and support are available from the date of sale and are paid for with monthly hosting fees. Client agrees to a one year hosting commitment with WEBPINNER. At the conclusion of the initial one year hosting commitment, Client's commitment will continue on a month-to-month basis and Client will continue to be billed every 30 days.
Domain names purchased by WEBPINNER and website designs, databases, stores, or programs created by WEBPINNER are the property of WEBPINNER until Client has paid all fees including one full year of monthly hosting. At that time ownership of the site and its functionality, and domain name may be transferred to the Client's control upon receipt of the Client's written request. Sham purchases of sites may not be transacted with the intent and/or result of having a site built, then transferring the site to another hosting provider. Clients may buy-out their hosting by paying twelve (12) months of hosting in advance if they wish to transfer the domain name and content to Client's control prior to one year of paid monthly hosting.
Upon transfer of domain and/or website to Client or another service provider, at anytime, Client agrees that WEBPINNER has met in full its obligation to Client, and WEBPINNER is released of all past and future obligations to the Client. Additional work and/or hosting done for Client must be agreed to in writing and paid for by Client.
Domain names are purchased through a third party service. WEBPINNER cannot guarantee the availability of domain names and has no liability for a domain name not being available for purchase after the initial sale. If a domain name is not available for purchase, WEBPINNER will assist the Client in selecting and purchasing an alternate domain name. Domain names already owned by the Client remain the property of the Client and renewal of the domain name is the Client's responsibility. The renewal of any domain name transferred to the Client is the responsibility of the Client. In the event a domain name initially was purchased by WEBPINNER for or on behalf of a Client, Client is solely responsible for any renewal of the domain name and WEBPINNER shall not be responsible or liable for the expiration of any domain name, however selected or purchased. Service and technical support for domain names are provided by WEBPINNER, ltd. (www.webpinner.com), an entity wholly separate and distinct from WEBPINNER. Service and technical support for domain names can be accessed at email@example.com.
24. Internet Access: Access to Internet will be provided to Client by a separate, third party Internet Service Provider (ISP). Client is solely responsible for entering into and maintaining any contract for service with an ISP. The ISP is not a party to this agreement.
25. Marketing Representations:WEBPINNER makes no representations as to the marketing of Client's products, services or sales. Client's obligation to pay fees due to WEBPINNER are due at time of sale of website design, marketing and hosting services and are not contingent upon Client's marketing of said website. Client is responsible for all marketing of Client's website.
26. Billing Policy: The initial Services set-up fee is due and billed in-full at the time of the original sale. (Installment payments may be accepted for the set-up fee only if agreed to in writing pursuant to the original invoice.)
The amount of the initial Services set-up fee and hosting fees are detailed on the original invoice confirming amounts of sale. Hosting amounts may vary depending upon the hosting package selected by Client.
WEBPINNER reserves the right to change prices at any time including hosting amounts and maintenance design fees.
WEBPINNER accepts payment via wire transfer, check, credit card, phone payment system and cash payment.
To change payment methods Client should contact WEBPINNER's billing department. Client should not email new billing information for security purposes.
27. Billing Disputes: WEBPINNER charges up to a $25.00 fee for returned checks and a $200.00 fee to handle unauthorized credit card disputes. If WEBPINNER does not receive payment in full when due, WEBPINNER may, to the extent permitted by the law of the state of the billing address on file for Client at the time, charge a late fee of up to 1.5% per month (18% per annum), or a flat fee of $5 per month, whichever is greater, on any unpaid balance. WEBPINNER may, to the extent permitted by the law of the state of the billing address on file for Client at the time account is sent to a collection agency, also charge Client for any collection agency fees and/or attorney's fees billed to WEBPINNER for collecting unpaid amounts due and owing from Client. WEBPINNER will not honor limiting notations made by a Client on a check.
If Client wishes to dispute a charge, Client must first contact WEBPINNER's billing department and must allow ten (10) business days for a response. To avoid any dispute about Client's attempt to contact WEBPINNER, Client may send the request in by email to 'INFO@WEBPINNER.COM'. If Client chooses to send request by email, a copy of the request must also be sent by mail as confirmation. If Client initiates a credit card dispute the decision of the credit card company is made through an arbitration process and the decision of the credit card company shall be binding upon Client. (See Arbitration)
28. Termination/Cancellation of Services: WEBPINNER, at its sole discretion, may terminate its Services and remove and discard any content, for any reason, including and without limitation, for lack of use, or if WEBPINNER believes Client has violated the TOS. WEBPINNER may also, at its sole discretion and at any time, discontinue providing Services, or any part thereof, with or without notice. Client agrees that any termination of access to WEBPINNER's Services under any provision of this TOS may be effected without prior notice and that WEBPINNER may deactivate or delete Client's account and all related information files. Client agrees that WEBPINNER shall not be liable to Client or any third-party for any termination of Services. Paid accounts that are terminated will not be refunded. In addition, accounts that become 30-days delinquent may be terminated. WEBPINNER also reserves the right to discontinue the designing of Client's website at any time, at WEBPINNER's sole discretion, with an appropriate refund to the Client. Under no circumstances is the refunded amount to exceed the amount collected by WEBPINNER.
If the Client cancels an account before the work is completed or the Services and/or website is live, a cancellation fee is retained per the Cancellation Fee and Refund Policy. Client agrees that all fees incurred and billed prior to the effective date of cancellation are valid and Client agrees to pay. Upon request for termination of Services, the Services will be terminated, including but not limited to the removal of any websites. A back-up copy of the website is not maintained by WEBPINNER.
Client agrees to pay all hosting fees and additional services fees owed from the time of sale until the effective date of cancellation, and at a minimum for hosting fees for one year. Transferring a domain name to another provider or non-use of Client's hosting account does not constitute termination of the account. Client must notify WEBPINNER in writing or via email to terminate the Services. It is Client's responsibility to secure confirmation from WEBPINNER that the request for termination has been received and no further hosting fees will be billed.
Requests for cancellation of Services should be sent to the following emailed 'INFO@WEBPINNER.COM'.
29. Cancellation Effective Date: Client may terminate Services with 30-days written notice, after one full year of paid hosting. The effective date of cancellation will be 30-days from the date of WEBPINNER's receipt of written notice to terminate or cancel hosting. Any monthly fees scheduled to bill after receipt of written notice to terminate or cancel, but before the effective date of cancellation, are valid and Client agrees to pay such amounts.
If Client has not paid all fees due for Services, such fees are due in full at the time of cancellation and Client authorizes WEBPINNER to collect any outstanding fees due, subject to the Cancellation Fee and Refund Policy. Client acknowledges and agrees that any and all pending billing for design fee installments previously agreed to will not be cancelled.
30. Cancellation Fee and Refund Policy: WEBSITE DESIGN/DEVELOPMENT AND MARKETING SERVICES - Refunds of fees paid for development of the website or marketing services may be issued on accounts cancelled within 15 days of the initial sale and prior to the completion of the website according to the following schedule:
31. Copyright Protection: Client is advised to copyright and protect all final art against duplication or alteration. WEBPINNER is not responsible for any Client's copyrightable material.
32. The WEBPINNER ltd's Proprietary Rights: Client acknowledges and agrees that WEBPINNER's Services may contain proprietary and confidential information that is protected by intellectual and proprietary-rights laws. Client agrees to not reproduce, duplicate, copy, sell, resell or exploit any portion of WEBPINNER's Services or proprietary or confidential information. WEBPINNER does not provide direct access, through File Transfer Protocol or other means, to any proprietary technology.
Client herby gives permission to WEBPINNER to use samples or links to Client's custom website designed by WEBPINNER for marketing and advertising purposes, including but not limited to, use in WEBPINNER's online portfolio.
34. Third-Party Services : From time to time third parties may offer services to WEBPINNER's clients. Use of such third-party services will be at Client's own risk and subject to the terms and conditions of those third parties. Third-party services are the responsibility of and shall be paid by Client to its chosen provider. WEBPINNER does not represent or warrant that use or access to any third-party services will be compatible, uninterrupted, error free, without defects or that Client will be able to access WEBPINNER's services. Client also agrees that WEBPINNER is under no obligation to provide Client with any enhancements, updates, or fixes to make WEBPINNER's services accessible through any third-party applications.
35. Contract Service Providers: WEBPINNER may contract with Contract Service Providers to complete a portion, or all, of the Client's custom website and/or Services. The Client agrees not to do business directly with the Contract Service Provider, nor to remit payment to the Contract Service Provider or any WEBPINNER employee directly for services. All payments for services rendered must be made directly to WEBPINNER. Contract Service Providers are required to enter into employment contracts and to follow company policies and procedures. Contract Service providers are provided with only the information needed to complete the design or development portion of the Client's Services and/or website and do not have access to Client's personal information including payment information.
36. Disclaimer of Warranties: CLIENT'S USE OF WEBPINNER'S SERVICES IS AT CLIENT'S OWN RISK. WEBPINNER'S SERVICES ARE PROVIDED "AS IS". WEBPINNER DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. WEBPINNER DISCLAIMS ANY WARRANTIES REGARDING WEBPINNER'S SERVICES INCLUDING THAT THEY WILL MEET CLIENT'S REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WEBPINNER DISCLAIMS ANY WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF WEBPINNER'S SERVICES, INCLUDING RESULTING SALES AND WEB TRAFFIC. WEBPINNER DISCLAIMS ANY WARRANTIES REGARDING THE MARKETING OF CLIENT'S PRODUCTS, SERVICES, SALES, OR WEBSITE. WEBPINNER DISCLAIMS ANY WARRANTIES REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED, ADVERTISED OR OBTAINED THROUGH WEBPINNER'S SERVICES, OR LINKS PROVIDED BY WEBPINNER'S SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE PROVIDED BY WEBPINNER OR OBTAINED THROUGH LINKS PROVIDED THROUGH WEPINNER'S SERVICES.
CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF WEBPINNER'S SERVICES ARE DONE AT CLIENT'S OWN RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO CLIENT'S COMPUTER SYSTEM OR LOSS OF DATA OR OTHER LIABILITY THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. SOME COUNTRIES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. THE ABOVE EXCLUSIONS MAY NOT APPLY TO CLIENT.
37. Limitation of Liability: CLIENT UNDERSTANDS AND AGREES THAT WEBPINNER, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, (EVEN IF HWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OF OR INABILITY TO USE WEBPINNER'S SERVICES, RELIANCE ON WEBPINNER'S SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF WEBPINNER'S SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES.) THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED THROUGH WEBPINNER'S SERVICES OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT'S DATA OR TRANSMISSIONS AND ANY STATEMENTS OR CONDUCT OF A THIRD PARTY OR ANY OTHER MATTERS RELATING TO WEBPINNER'S SERVICES. SUCH LIMITATION SHALL FURTHER APPLY, WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED IN ANY WAY TO WEBPINNER'S SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CLIENT.
Without limiting the foregoing, under no circumstance shall WEBPINNER be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, or other casualties, illness, accidents, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non performance of third parties, or loss of or fluctuations in heat, light or air conditioning. WEBPINNER's full and complete liability, for any reason whatsoever, shall be limited to the full refund of all monies paid to WEBPINNER.
38. Tort Claims: Client waives all tort claims against WEBPINNER, its subsidiaries, affiliates, officers, employees and agents. The relationship between the parties is contractual in nature only. Client waives any tort claims that arise by act, or omission.
39. Indemnification: Client agrees to defend, indemnify and hold harmless WEBPINNER, its directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees that may arise or result from any content Client submits, posts, transmits or makes available through WEBPINNER's Services, from any product sold by Client, its agents or employees or assigns, from any Services provided or performed or agreed to be performed by WEBPINNER or from Client's violation of the TOS or Client's violation of any rights of another. Client further agrees to defend, indemnify and hold harmless WEBPINNER, its directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising from or related to contracts, representations, agreements, promises, etc, made between Client and third parties, or arising from or related to Client's negligence toward third parties.
40. Other Operating Systems Conversions : WEBPINNER shall be given first option at compiling the work for operating systems beyond the original use.
41. Unauthorized Use and Program Licenses: Client will indemnify WEBPINNER against all claims and expenses arising from uses for which Client does not have rights to or authority to use. Client is and will be responsible for payment of any special licensing or royalty fees resulting from the use of graphics programs that require such payments.
42. Notice: Unless otherwise specifically provided, all notices required or permitted by the TOS shall be in writing and in English and may be delivered personally, or may be sent by email, facsimile or certified mail, return receipt requested, to the address set forth below. If Client chooses to send request by email or facsimile, a copy of the request must also be sent by mail as confirmation of the request.
43. Severability: In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of the TOS shall remain valid and enforceable according to its terms.
44. Jurisdiction: The TOS agreement shall be governed by the laws of the Republic Of Uganda. All legal proceedings are to be submitted exclusively to the jurisdiction of the courts in Uganda.
45. Arbitration: In lieu of litigation, Client agrees to binding arbitration if requested by WEBPINNER. Arbitration will be through the Better Business Bureau or other neutral third-party Arbitrator to be selected by WEBPINNER. If Client initiates a credit card dispute the decision of the credit card company is made through an arbitration process and the decision of the credit card company shall be binding upon Client. (See Billing Disputes)
46. Governance: WEBPINNER may investigate any reported violations of this agreement, its policies or any other complaints and take any action it deems appropriate to protect its systems, facilities, Clients, and/or third parties.
47. Electronic Signatures: Selecting and submitting "accept" on the electronic copy of the TOS, submitting content through the DMP, making payment, or submitting information or documents to WEBPINNER so that WEBPINNER may perform services for the Client, the same shall constitute an electronic signature.
48. General Information: This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior oral or written agreements (including, but not limited to, any prior versions of the TOS). Any modifications to this agreement must be in writing and signed by an authorized officer of WEBPINNER. All representations not in writing are null and void. Written agreements may include, but are not limited to, emails and electronic acceptance of this TOS.
Where Vision, Creativity and Technology Meet