W3designerz provides products, software and manpower Services (collectively, hereinafter referred to as “Services”) subject to any customer’s or buyer’s (hereafter referred to as “Client”) acceptance of and compliance with the Terms and Conditions (herein after referred to as “Terms”) and the terms and conditions of the Service Level Assurance Agreement (hereafter referred to as “SLA”) outlined below:
Terms
The Terms of the Agreement will commence on the date the Client enrolled for our Services and will end when terminated by either party in accordance with the Terms and SLA
Description of service
W3designerz may provide Client with one or more of the following Services depending on the package that the Client selects: business website, business-related website pages, Search Engine Marketing, Search Engine Optimization, third party Content, storage space, Domain-based e-mail Services, website hosting, or maintenance and support Services. Unless explicitly stated otherwise, any new feature that augments or enhances the Services shall be considered to be part of the Services.
W3designerz reserves the right to modify, suspend or discontinue the Services (or any part thereof), based on non-cooperation, nonpayment, or unwanted delay, at any time, without notice. Client expressly agree that Client, or any related third party, shall not hold W3designerz or its suppliers liable for any losses, damages or consequences whatsoever from such modification, suspension or discontinuation of the Services.
ACCESS
For purposes of the Agreement, all web pages that are owned, operated or hosted by, or on behalf of, or for W3designerz, are referred to herein as the W3designerz “Websites”.
To access the W3designerz Services or W3designerz Websites Client may be asked to provide certain registration details or other information. It is a condition of Client’s use of the Services or access to the W3designerz Websites that all the information Client provides will be correct, current, and complete. If W3designerz believes the information that the Client has provided is not correct, current, or complete, W3designerz has the right to refuse Client access to any W3designerz Websites or Services or any of its resources, and to terminate or suspend Client’s account at any time.
Payment
Client agrees to pay W3designerz the service fee, for any Program or Service that the Client enrolls in, pursuant to the terms of the Payment Plan Client selects, including, without limitation, all applicable taxes, if any, in accordance with the billing terms in effect at the time the service fee becomes payable.
The Client expressly understands, acknowledges and hereby authorizes W3designerz to automatically charge Client’s credit card or debit Client’s bank account once a month or one time as per the Program requirement.
The Client will be charged as soon as they sign up over the phone. W3designerz also reserves the right to pursue alternative means of payment up to and including debt collection services and customer shall be liable for all collection costs, including without limitation, attorneys’ fees. If a customer does not respond for 7 days without any notification we are entitled to charge the due amount to the customer and the amount would not be refunded.
Cancellation and Refund Policy
All amounts owed for Services rendered prior to the verified cancellation date must be paid in full. There will be no prorating for partial months throughout the Agreement. Due to account security and privacy concerns, all billing related questions and cancellation requests MUST be made in writing or via email.
Cancellation requests will only be processed if made by the initial authorizing party and if received in writing. There will be no refunds of any monies for any cancellation requests made after the cooling off period (within 7 days from the date of signup with W3designerz). For security and training purposes, all calls inbound and outbound through W3designerz corporate offices are digitally recorded.
Any cancellations done after the cooling off period by the client, for any reason whatsoever, will lead to a full payment of the agreed price and immediate termination of the contract.
Payment Collection Policy
As W3designerz provides a bill-through service for sponsored listings, the company takes a significant credit risk for each and every Client. Therefore, Client is responsible to maintain an active and valid payment method on file at all times.
If for any reason, Client’s payment method is not available, W3designerz reserves the right to immediately and temporarily turn off the website, pay-per-click ads, sponsored listings and ongoing or then current production, reporting, or support Services being provided to account.
If the payment is not received, W3designerz reserves the right to terminate the Agreement in full and retain ownership of the website, domain name, or other Services until such time the account has been paid in full.
All Term Commitment Terminations will result in an escalation of all fees owed under the Terms of the Agreement. Many Clients maintain multiple forms of payment on file to prevent this from occurring.
Representations and Warranties
Client represents warrants and covenants that:
Client has sufficient authority to enter into the Agreement
Client is a business, and that Client’s use of W3designerz Services is solely for lawful commercial and business purposes
Client has the necessary rights to provide all information provided under the Agreement for use as described in the Agreement, and that all such information and all claims, statements, products and Services contained or referenced therein and in the website to which it links:
Do not violate any law, statute, ordinance, treaty or regulation or W3designerz policy or guideline
Do not violate any law, statute, ordinance, treaty or regulation or W3designerz policy or guideline
Do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party
Do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity
Are not false, deceptive or misleading
Are not defamatory, libelous, slanderous or threatening
Will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancel bots or other computer programming routines that may potentially damage, interfere with intercept, or expropriate any system data or personal information; and Comply with the applicable Program Terms;
Comply with all laws regarding unsolicited electronic messages (including without limitation, the CAN-SPAM Act of 2003 and Client will not engage in any form of spamming or other impermissible marketing activities through any W3designerz Program.
Indemnification
Client will indemnify and hold W3designerz, its subsidiaries, affiliates, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of these Master Terms and Conditions or the applicable Program Terms by Client, including any use of content and third-party content developed by W3designerz other than as expressly authorized in these Master Terms and Conditions.
Client agrees that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and Client agrees to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. Client will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of Client’s use of the information accessed from W3designerz.
Trademarks
Trademarks, Service-marks, and Logos appearing on this site are the property of W3designerz or the party that provided the trademarks, service marks, and logos to W3designerz. W3designerz and any party that provided trademarks, service marks, and logos to W3designerz retain all rights with respect to any of their respective trademarks, service marks, and logos appearing in this site.
Security
Any passwords used for this site are for individual use only. Client will be responsible for the security of Client’s password (if any). W3designerz will be entitled to monitor Client’s password and, at its discretion, require Client to change it. If Client uses a password that W3designerz considers insecure, W3designerz will be entitled to require the password to be changed and/or terminate Client’s account. Client will notify W3designerz immediately if Client believes that the security of Client’s account has been compromised. W3designerz AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR LOSSES OR DAMAGES RESULTING FROM ANY SECURITY BREACHES.
Client is prohibited from using any Services or facilities provided in connection with W3designerz to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing Services, cracking tools or network probing tools) is strictly prohibited. If Client becomes involved in any violation of system security, W3designerz reserves the right to release Client’s details to system administrators at other sites in order to assist them in resolving security incidents. W3designerz reserves the right to investigate detected violations of these Master Terms and Conditions.
W3designerz reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing W3designerz to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Master Terms and Conditions. BY ACCEPTING THIS AGREEMENT CLIENT WAIVE AND HOLD HARMLESS W3designerz FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY W3designerz DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER W3designerz OR LAW ENFORCEMENT AUTHORITIES.
PROPRIETARY INFORMATION
The material and content accessible from this site, and any other World Wide Website owned, operated, licensed, or controlled by W3designerz (the “Content”) is the proprietary information of W3designerz or the party that provided the Content to W3designerz, and W3designerz or the party that provided the Content to W3designerz retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of W3designerz, except that Client may print out a copy of the Content solely for Client’s internal use. In doing so, Client may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Master Terms and Conditions is prohibited. Neither title nor intellectual property rights are transferred to Client by access to the Services or W3designerz Websites.
Client is expressly prohibited, directly or indirectly through any third party, from any of the following:
Copying, modifying, creating a derivative work of, reverse engineering, reverse assembling or otherwise attempting to discover the source code of any software pertaining to the Services or W3designerz Websites
Renting, leasing, selling, assigning, transferring, sublicensing, re-licensing, granting a security interest in, or gaining unauthorized access to the Services or W3designerz Websites; and Accessing the Services or W3designerz Websites by any means other than through the interface that is provided by W3designerz for use in accessing the Services or W3designerz Websites.
W3designerz suppliers are the exclusive owners of all right, title and interest in and to the Services or W3designerz Websites along with any and all related intellectual property rights including, without limitation, all associated rights under the laws of copyright (including derivative works), trademarks and patent. Nothing in this Agreement shall be deemed to limit or restrict W3designerz suppliers from providing its Services, W3designerz or technology to any third party for any purpose whatsoever, or in any way affect the rights granted to such other third parties. The use of any of the Services or W3designerz Websites shall in no way be construed by any user as granting or conferring upon them any intellectual property rights whatsoever.
External Sites
This site may be hyper-linked to other external sites that are not maintained by, or related to, W3designerz. Hyper-links to such sites are provided as a service to users and are not sponsored by or affiliated with this site or W3designerz. W3designerz has not reviewed any or all of such sites and is not responsible for the content of those sites. Hyper-links are to be accessed at Client’s own risk, and W3designerz makes no representations or warranties about the content, completeness or accuracy of these hyper-links or the sites hyper-linked to this site. Further, the inclusion of any hyper-link to a third-party site does not necessarily imply endorsement by W3designerz of that site.
Information Provided
Client would provide W3designerz with the necessary contents, images, videos, logos, and other relevant information required to make the site live within the agreed timeline.
In the event that the Client fails to provide the contents, images, information, videos, logos, W3designerz would complete the website with suitable data provided or with “Coming Soon” text or “Image Not Available” in case of images.
W3designerz will also inform the Client at least 3 Working Days in advance of such site being made live with and would charge the card for the due amount on site completion.
Client may not post, send, submit, publish, or transmit in connection with this site any material that:
Client does not have the right to post, including proprietary material of any third party;
Advocates illegal activity or discusses an intent to commit an illegal act;
Is vulgar, obscene, pornographic, or indecent;
Does not pertain directly to this site;
Threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
Seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
Infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
Violates any law or may be considered to violate any law;
Impersonates or misrepresents Client’s connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
Advertises any commercial endeavor (e.g., offering for sale products or Services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or Services) except as may be specifically authorized on this site;
Solicits funds, advertisers or sponsors;
Includes Services which contain viruses, worms and/or Trojan horses or any other computer code, files or Services designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
Disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via this site;
Includes MP3 format files;
Amounts to a ‘pyramid’ or similar scheme;
Disobeys any policy or regulations established from time to time regarding use of this site or any networks connected to this site; or contains hyper-links to other sites that contain content that falls within the descriptions set forth above.
W3designerz reserves the right to monitor use of this site to determine compliance with these Master Terms and Conditions, as well the right to remove or refuse any information for any reason. Notwithstanding these rights, Client remains solely responsible for the content of Client’s submissions. Client acknowledges and agrees that neither W3designerz nor any third party that provides Content to W3designerz will assume or have any liability for any action or inaction W3designerz or such third party with respect to any submission.
Submissions
Client hereby grants to W3designerz the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to W3designerz through this site (together, the “Submission”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. W3designerz will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future W3designerz operations.
W3designerz and its suppliers do not claim ownership rights in any Content that Client owns, or are owned by a third party, and that Client has provided for inclusion in the Services and/or incorporation onto Client’s website. Accordingly, Client is solely responsible for ensuring that said Content does not violate any of W3designerz policies or rig or any 3rd party’s rights.
W3designerz.com will treat any personal information that Client submits through this in accordance with its Privacy Policy.
Communications From W3designerz
Client agrees to receive all communications from W3designerz, whether via telephone, facsimile, or e-mail, and expressly agree not to consider any such communication(s) as unsolicited. Refusal to receive such communications from W3designerz will constitute grounds for termination of this Agreement and deactivation of Client’s Website.
Termination for Cause
W3designerz and its suppliers reserve the right to immediately terminate this Agreement and deactivate Client’s account and access to Services or W3designerz Websites if they believe, in their sole and absolute discretion, that Client has:
1. Violated, or threaten to violate, the terms of this Agreement; or
2. Created, or are creating, websites as a nuisance or in a deliberate attempt to degrade or otherwise interfere with the Services or W3designerz Websites.
Any user who is terminated for cause under this section hereby agrees to forfeit any and all rights, claims and/or causes of action against W3designerz and its suppliers, including without limitation Client’s rights to any refunds or for any losses, expenses, damages or costs incurred as a result of such termination and deactivation.
Site Ownership
Copyright, code structure, processes, imagery, and intellectual property related to the finished website produced by W3designerz will be owned by W3designerz. Transfer requests must be initiated by the Client to the dedicated W3designerz Project Coordinator in writing. Rights to photos, graphics, source code, work-up files, and computer Services are specifically not transferred to the Client, and remain the property of W3designerz. W3designerz retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. The website(s) may contain a copyright/legal statement with a link to W3designerz Services and corporate website. Client assumes all liability for licensing the proper technology, and imagery, for the site to operate properly outside of W3designerz hosting environment. If Client desires to transfer the site to another hosting platform, W3designerz reserves the right to charge a one time ownership transfer fee, which include all supporting code, fonts, imagery, etc.
Force Majeure
W3designerz shall not be liable or deemed to be in default under this Agreement for any delay or failure to perform resulting from (a) accidents, fire, labor disputes, epidemics, war, terrorist acts, riots, insurrections, power blackouts, acts of nature or causes beyond its reasonable control without its fault or negligence, (b) acts or omissions of the other Party or of a third Party (other than the non-performing Party’s own agents or contractors), or (c) compliance with any law, regulation, ruling, order or requirement of any federal, state or municipal government or agency or court of competent jurisdiction (a ‘Force Majeure Condition’).
Data Limitations
W3designerz will impose the following data limitations on email and bandwidth provided by W3designerz through its products and Services offering.
Limitations Liability
CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT W3DESIGNERZ AND ITS OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO CLIENT FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF W3designerz HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
1. THE USE OR THE INABILITY TO USE THE SERVICE
2. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE
3. UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT’S TRANSMISSIONS OR DATA
4. STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR
5. ANY OTHER MATTER RELATING TO THE SERVICE.
Governing Law
W3designerz is a part of a corporate group in India, with its representatives based in various overseas territories, and is governed by the laws formulated by the Government of India.