This United Web Services Terms of Service (“TOS“) constitutes a valid and binding agreement between 1839178 Ontario Inc, d/b/a United Web Services, a Ontario, Canada limited liability company (“United Web Services,” “United Web,” “Company” “We,” “Us,” or “Our”) and YOU (“YOU,” or “YOUR” “Customer,” or “Client”).

 

IT IS IMPORTANT THAT YOU CAREFULLY READ AND UNDERSTAND THIS TOS AND IF APLLICALBLE ANY ORDER FORM(S) (COLLECTIVELY, THE “AGREEMENT”). BY USING OUR SERVICES, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

 

WE RESERVE THE RIGHT TO CHANGE THESE TERMS OF SERVICES OR TO IMPOSE NEW CONDITIONS ON USE OF THE SITE AND OUR SERVICES FROM TIME TO TIME, IN WHICH CASE WE WILL POST THE REVISED TERMS OF SERVICES ONTHIS WEBSITE. BY CONTINUING TO USE THE SITE AND OUR SERVICES AFTER WE POST ANY SUCH CHANGES, YOU ACCEPT THE TERMS OF SERVICES, AS MODIFIED.

 

THE UNITED WEB SERVICES, (SERVICES), PROVIDED HEREUNDER AND IF APLLICALBLE AS OUTLINED ON ANY ORDER FORM(S) OUR, WEB DESIGN, WEB DEVELOPMENT, WEB SITE UPDATES, BUISNESS CONSULTING, WEB HOSTING, DOMAIN LEASING, MARKETING CONSULTING, AND INTERNET MARKETING SERVICES, WHICH MAY INCLUDE SEARCH ENGINE OPTIMIZATION (“SEO”), PAY PER CLICK CAMPAIGNS, SOCIAL MEDIA MARKETING, VIDEO OPTIMIZAITION, MOBILE MARKETING, CONVERSION OPTIMIZATION, REPUTATION MANAGEMENT, EMAIL MARKETING, BRAND DEVELOPMENT AND OTHER RELATED SERVICES OFFERED FROM TIME TO TIME (COLLECTIVELY, THE “SERVICES”). SEVERAL OF THE SERVICES, INCLUDING THE SEO SERVICES, ARE INTENDED TO INCREASE THE SEARCH ENGINE PLACEMENT OF YOUR WEBSITE THROUGH TARGETED THIRD PARTY SEARCH ENGINES AND INCREASE USER TRAFFIC (“TRAFFIC AND PLACEMENT”) TO YOUR WEBSITE (YOUR “SITE”). BY USING OUR SERVICES YOU HEREBY ACKNOWLEDGE AND UNDERSTAND THAT INCREASED TRAFFIC AND PLACEMENT IS DEPENDENT ON SEVERAL VARIABLES OUTSIDE OF UNITED WEB SERVICE’S CONTROL AND INCREASED TRAFFIC AND PLACEMENT IS NOT GUARANTEED. FURTHER, OUR PROVISION OF THE SERVICES DEPENDS GREATLY UPON YOUR PARTICIPATION IN A TIMELY AND EFFECTIVE MANNER (I.E., REVIEWING AND SIGNING OFF ON KEY WORDS, PROVIDING WEBSITE LOGIN INFORMATION, REVIEWING CONTENT, CONSULTING ON WEBSITE CHANGES, IMPLEMENTING OUR SUGGESTIONS, ETC.). YOUR FAILURE TO PARTICIPATE IN OUR PROVISION OF THE SERVICES MAY DELAY OR PREVENT US FROM PROVIDING THE SERVICES TO YOU. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PARTICIPATE IN OUR PROVISION OF THE SERVICES OR THE RESULTING IMPACT THAT THIS WILL HAVE ON OUR SERVICE DELIVERY, RANKING IMPOROVEMENTS OR WEB TRAFFIC RESULTS. YOUR TRAFFIC AND PLACEMENT MAY DECREASE DURING THE PROVISION OF THE SERVICES BY US, WHICH MAY OR MAY NOT BE CAUSED BY OR RELATED TO THE SERVICES. YOU HEREBY DISCLAIM ANY AND ALL LIABILITY TO UNITED WEB SERVICES FOR ANY DECREASE IN THE TRAFFIC AND PLACEMENT OF YOUR SITE OR ANY OF THE FOLLOWING RISKS, WHICH ARE ALL RISKS INHERENT IN THE PROVISION OF SEO SERVICES (“INHERENT RISKS”):

 

  • Search engine companies (e.g., Google, Yahoo, Bing, etc.) (the Search Engines) change algorithms from time to time (the “Algorithms”) in order to improve search relevancy. Changes to such Algorithms can dramatically affect YOUR Site’s Traffic and Placement, and while we use reasonable efforts to account for such changes, We cannot control, predict or always address decreases in YOUR Site’s Traffic and Placement resulting from such modifications to the Algorithms by the Search Engines. We are in no way affiliated with the Search Engines and We in no way influence or control the Search Engine’s decisions associated with their Algorithms.
  • Changes to the Algorithms and Policies are not always provided with notice or adequate time for United Web Services to adjust the SEO Services in order to prevent a temporary or permanent reduction in YOUR Site’s Traffic and Placement. Additionally, competitive actions of third parties and changes in keyword popularity can rapidly affect the Traffic and Placement of YOUR Site. These variables could lead to unpredictable fluctuations in YOUR Site’s Traffic and Placement, which We anticipate could affect YOUR Site on an ongoing basis.
  • Providing optimal SEO Services for YOUR Site depends on timely adjustments of Our SEO strategies to match unknown Algorithms or changes to Policies that are dependent to some extent on Our judgment and anticipation of undeterminable outcomes. While We use Our reasonable judgment based upon experience providing similar SEO services, We do not guarantee that Our judgment will be the best course of action for YOUR Site, will not result in Penalties to YOUR Site or that YOUR Site’s Traffic and Placement will increase (or will not decrease) as a result of Our exercise of judgment in providing the SEO Services to YOU hereunder.
  • Increased Traffic and Placement in no way guarantees that YOU will derive increased sales, revenue or sales conversions from YOUR Site, or that such increased user traffic will represent the quality of customer or target audience YOU are trying to reach. Such increases are largely dependent on the content of YOUR Site, the products and/or services YOU are providing, and other quantifiable and unquantifiable factors not under Our control. We will use reasonable efforts to increase YOUR Site’s Traffic and Placement, but in no way guarantee that YOU will derive increased sales, revenue or sales conversions as a result of Our SEO Services or any other Services hereunder.

a) Company accepts no responsibility for policies of third-party search engines, directories or other Web Sites (“Third-party resources”) that Company may submit to with respect to the classification or type of content it accepts whether now or in the future. Customer’s Web Site or content may be excluded or banned from any Third-party resource at any time. Customer agrees not to hold Company responsible for any liability or actions taken by Third-party resources under this Agreement.

b) Customer acknowledges that the nature of many of the resources Company may employ under this Agreement are competitive in nature. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors Company does not guarantee #1 positions, consistent positioning, “top 10 positions” or guaranteed placement for any particular keyword, phrase or search term. Customer acknowledges that Company’s past performance is not indicative of any future results Customer may experience.

c) Customer acknowledges that SEO and submissions to search engines and directories can take an indefinite amount of time for inclusion, unless paid inclusion programs are employed. Each edit or change made to any resources employed by Company will repeat these inclusion times.

d) Customer acknowledges that any of the search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.

e) Customer acknowledges that search engines may drop listings from its database for no apparent or predictable reason. Company shall re-submit resources to the search engine based on the current policies of the search engine in question and whether pay inclusion programs are being used.

f) Company will endeavor to make every effort to keep Customer informed of any changes that Company is made aware of that impact any of the SEO Services and the execution thereof under this Agreement. Customer acknowledges that Company may not become aware of changes to Third-party resources, industry changes or any other changes that may or may not affect SEO services.

g) Customer acknowledges that some of the Third-party resources only offer paid inclusion programs that require a fee or continued maintenance or performance fees. Customer is solely responsible for all paid inclusion fees and must maintain adequate funds in any Third-party accounts in order to maintain inclusion in these resources.

h) Company reserves the exclusive right, for the duration of this Agreement, to approve or disapprove any design strategies, existing code or other techniques, whether requested by Customer or presently employed by Customer that are considered by Company to be detrimental to SEO and the execution of Company’s services under this Agreement.

 

  • Client Agrees to Give “Company” FTP, Cpanel, back end full website admin access, and hosting access to the main site for uploading new pages, and making changes for the purpose of optimization OR approval to go through 3rd Party.
  • Client authorizes “Company” use of all client logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by “Company” for search engine positioning and optimization.
  • If Client’s site is light in textual content, client will provide additional relevant text content in electronic format for the purpose of creating additional web pages. Client agrees to provide content, for example 200 to 500-word “articles” about each of their keyword phrases.
  • Some search engines and directories may take as long as 6 to 12 months, and in some cases longer, after submission to list your site.
  • Occasionally, search engines will stop accepting submissions for an indefinite period of time.
  • Occasionally, search engines will drop listings for no apparent or predictable reason. Sometimes listing will “reappear” without any additional submissions. Should the listing not reappear, “Company” will re-submit the site based on the current policies of the search engine in question.
  • Some search directories offer expedited listing services for a fee. “Company” encourages clients to take advantage of these expedited services. Client is responsible for expedited service fees, unless otherwise noted in the package Client purchases.

 

  • The “Company” is not responsible for changes made to the Web site by other parties that adversely affect the search engine rankings of the Client’s Web site.
  • Additional Services not listed in the services and if applicable in any order form will be provided for $100 per hour. For example, purchasing keywords beyond the scope provided in the SEO proposal, or creating more new content or writing new copy for customer.
  • “Company” is not responsible for Client’s overwriting SEO work to Client’s site. IE / Client webmaster making changes and uploading over work already provided. Client will be charged an additional fee for re-constructing Metas, etc based on the hourly rate of $100/hour.
  • Web Site Changes – Company is not responsible for changes made to Customer’s web site(s) by other parties that adversely affect the search engine or directory rankings of Customer’s web site(s).
  • You will not interfere with or disrupt any servers or networks used to provide the Site or its features, or disobey any requirements, procedures, policies or regulations of the networks we use to provide the Site.
  • You will not use the Site to instigate or encourage others to commit illegal activities or cause injury or property damage to any person.
  • You will not gain unauthorized access to the Site, or any account, computer system, or network connected to this Site, by means such as hacking, password mining or other illicit means.
    You will not obtain or attempt to obtain any materials or information through any means not intentionally made available through this Site.
  • To use certain features of the Site, you will need a username and password, which you will receive through the Site’s registration process. You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities (whether by you or by others) that occur under your password or account. You agree to notify us immediately of any unauthorized use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to protect your password or account information.

 

1. Order Process. From time to time, We may provide YOU an order form outlining the terms by which We will provide the services and any additional Services to YOU for YOUR Site (“Order Form(s)”) via email along with these TOS. Such Order Form(s) shall specify the Site, the Services provided, the fee breakdown, the Term and Commitment of the applicable Order Form(s), the Payment Method, and any other relevant business terms related to Our provision of the Services under the applicable Order Form(s). The Order Form(s) shall become binding upon YOUR acceptance of the Agreement by signing our order form or BY USING OUR SERVICES with the Agreement. The parties may enter into additional Order Form(s) from time to time by undertaking the same process. Such Order Form(s) shall be subject to the terms and conditions of this TOS, and by agreeing to the provision of Services under any such Order Form(s), YOU are agreeing to the unmodified terms outlined in this TOS or any future updated versions of this TOS and if applicable any future Order Form(s). Should any of the terms or provisions in the Order Form(s) and the TOS conflict, the terms of the TOS shall control.

 

2. License. Subject to the terms and conditions of this Agreement, YOU authorize United Web Services to provide the Services under the terms and conditions outlined here and on any Order Form(s). Further YOU grant United Web Services during the Term, a royalty free, worldwide, sub licensable, non-exclusive license to utilize, market, display, perform, transmit, modify, develop, distribute and promote YOUR trademarks, logos, copyrighted materials and keywords (the “Marks”), as such Marks are provided by YOU to Us or incorporated on the Site, for the sole purposes of providing the Services hereunder. Additionally, YOU grant to United Web Services the right to (a) refer directly or indirectly to YOU or the transaction contemplated in this Agreement, in any advertisement, news release or other publication of United Web Services for the purpose of publicizing the activities hereunder and/or Our relationship with YOU and (b) to use the Marks for display on Our corporate web site for Our promotional purposes.

 

3. Payment

 

3-1. YOU must have a current valid accepted payment method to sign up for Our provision of the Services. To the extent that the Services YOU order only require one-time payments, We will bill YOUR Payment Method upon YOUR acceptance of our services. Such charges are fully earned upon payment. YOUR failure to respond to any of Our requests that leads to Our inability to deliver the Services hereunder or delay in delivering the Services shall not entitle YOU to a refund for Our subsequent non-delivery or late delivery of the Services and We shall not be liable to YOU for any such failure.

 

3-2. To the extent the Services YOU order has reoccurring charges, the following terms outlined in this Section 3.2 shall apply. We will begin billing YOUR Payment Method for monthly fees as specified , and if applicable on any Order Form(s). We will continue to bill YOUR Payment Method on a monthly basis for the Services until YOU cancel. YOU may cancel the Services at anytime after the applicable Commitment specified on any applicable Order Form(s) as outlined in Section 8 hereof; however, there are no refunds or credits for partially used periods or any partially used Commitment(s). YOU are expressly agreeing that We are authorized to charge YOU a monthly fee as specified, and if applicable on any Order Form(s) to the Payment Method YOU provided during acceptance of the services (or to a different Payment Method if YOU change YOUR Payment Method by contacting Us). Please note that prices and charges listed on Our website(s) or the Order Form(s) are subject to change with notice. As used in this TOS, “billing” shall indicate either a charge or debit, as applicable, against YOUR Payment Method. We automatically bill YOUR Payment Method each month on the calendar day corresponding to the commencement of Our provisions of the Services. Such charges are fully earned upon payment. YOU acknowledge that the amount billed each month may vary for reasons that may include differing amounts due to promotional offers, and YOU authorize Us to charge YOUR Payment Method for such varying amounts. If YOUR Payment Method reaches its expiration date and YOU do not change YOUR Payment Method by contacting Us or cancel Our Services pursuant to Section 8 of this TOS, YOU authorize Us to continue billing that Payment Method and YOU remain responsible for any uncollected amounts. YOU must cancel Our Services before the Service period renews each month in order to avoid billing for the next month’s Services to YOUR Payment Method (except during a Commitment, which can only be terminated pursuant to Section 8).

 

3.3. You agree to be financially responsible for all purchases made by you or someone acting on your behalf through us and the Site. You agree to use the Site and to purchase services or products through us and the Site for legitimate, non-commercial purposes only. You also agree not to make any purchases for speculative, false or fraudulent purposes or for the purpose of anticipating demand for a particular product or service. You agree to only purchase goods or services for yourself or for another person for whom you are legally permitted to do so. When making a purchase for a third party that requires you to submit the third party’s personal information to us or a merchant, you represent that you have obtained the express consent of such third party to provide such third party’s personal information.

 

3.4. For certain Payment Methods, the issuer of YOUR Payment Method may charge YOU a foreign transaction fee or related charges. Check with YOUR bank and credit card issuers for details. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. YOU ARE FULLY LIABLE FOR ALL CHARGES RELATED TO THE SERVICES YOU ORDER, INCLUDING ANY UNAUTHORIZED CHARGES. YOU ACKNOWLEDGE THAT UNITED WEB SERVICES IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON. At any time, and for any reason, We may provide a refund, discount, or other consideration to some or all of Our customers (“Credits”). The amount and form of such Credits, and the decision to provide them, are at Our sole and absolute discretion. The provision of Credits in one instance does not entitle YOU to Credits in the future for similar instances, nor does it obligate Us to provide Credits in the future, under any circumstance.

 

4. Representations and Warranties. YOU represent and warrant that: YOU have not entered into, and will not enter into, any oral or written agreement in conflict herewith; the Marks and any materials or information available through the Site do not and will not infringe any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity); YOU hold the necessary rights to permit the use of the Marks and Site by United Web Services for the purpose of this Agreement, including without limitation, that YOU are the owner of the copyright in the Marks and Site or otherwise have received from the copyright owner or the publisher of the Marks and Site the right to promote, distribute and/or display, and otherwise exploit the Marks and Site in the manner contemplated by this Agreement; YOU will not use the Services provided hereunder to transmit or promote information on the Site or otherwise that: (i) is defamatory, harmful, abusive, obscene or hateful; (ii) performs any unsolicited commercial communication not permitted by applicable law; (iii) constitutes harassment or a violation of privacy or threatens other people or groups of people; (iv) is harmful to children in any manner; (v) violates any applicable law, regulation or ordinance; (vi) makes any false, misleading or deceptive statement or representation or (vii) constitutes phishing, pharming or impersonates any other person, or steals or assumes any person’s identity (whether a real identity or online nickname or alias); and YOU will not use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan-horse routing, trap door, time bomb or any other codes, instructions or third-party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble property or information of end users through or in association with the Site or exploit the Service for such purpose.

 

5. Ownership. United Web Services retains all right, title and interest in and to United Web Services’ algorithms, business practices, computer programs, flowcharts, schematics, techniques, know-how, methods, processes, and procedures, web design, web content, account creations on 3rd party websites,whether used to provide the Services hereunder or not, and related information, improvements, enhancements or derivatives thereto (the “Processes”) and ownership of all intellectual property rights pertaining thereto, in whole or in part, shall be, vest with, and remain the exclusive property of United Web Services. YOU shall not be an owner of any copies of, or have any interest in the Processes that may be used. Any rights to title and interest in the Marks and your web site will remain the exclusive property of United Web Services.

 

Intellectual Property Rights

Our Limited License to You. This Site and all the materials available on the Site are the property of us and/or our affiliates or licensors, and are protected by copyright, trademark, and other intellectual property laws. The Site is provided solely for your personal noncommercial use. You may not use the Site or the materials available on the Site in a manner that constitutes an infringement of our rights or that has not been authorized by us. More specifically, unless explicitly authorized in these Terms of Service or by the owner of the materials, you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Site.

 

6. Indemnification. YOU agree to indemnify, hold harmless and defend United Web Services and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, business partners and licensors (collectively, the “Indemnified Parties”) at YOUR expense, against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by United Web Services arising out of or relating to (a) YOUR violation or breach of any term of this Agreement, (b) the Marks, (c) the Site, (d) the Services, (e) the Inherent Risks and (f) any claim related to YOUR products or services or arising from personal injury, including death, to any person or from property damage occurring by reason of defect in YOUR products or services or by reason of the neglect, omission, commission or fault of YOU.

 

7. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY.

 

7-1. Warranty Disclaimer. THE SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. UNITED WEB SERVICES MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF THE PERFORMANCE OF THE SERVICES OR INFORMATION PROVIDED HEREUNDER. USE OF THE SERVICES IS AT YOUR SOLE RISK, INCLUDING THE INHERENT RISKS OUTLINED ABOVE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UNITED WEB SERVICES SPECIFICALLY PROVIDES NO WARRANTY OR GUARANTY OF ANY KIND THAT (I) YOU OR YOUR SITE WILL RECEIVE ANY TYPE OF GUARANTEED BENEFIT FROM THE USE OF THE SERVICES; OR (II) YOUR USE OF THE SERVICES WILL INCREASE OR IMPROVE THE TRAFFIC OR PLACEMENT OF YOUR SITE, THE TRAFFIC QUALITY TO YOUR SITE, OR REVENUES DERIVED THEREFROM.

 

7-2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNITED WEB SERVICES, ITS AFFILIATES, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, MANAGERS, SHAREHOLDERS, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE RELATED PARTIES) SHALL NOT BE LIABLE TO YOU UNDER ANY TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER THEORY IN EQUITY OR IN LAW FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT EVEN IF UNITED WEB SERVICES AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF UNITED WEB SERVICES OR ANY OF THE RELATED PARTIES EXCEED THE AMOUNT THAT YOU PAID TO US OR OUR DESIGNEES DURING THE ONE (1) MONTH PRIOR TO THE TIME THE CAUSE OF ACTION GIVING RISE TO LIABILITY AROSE.

8. TERM AND TERMINATION. This Agreement will take effect on the date YOU accept our services or if applicable the acceptance of our Order Form(s) and the TOS and will continue in effect unless terminated earlier pursuant to this Section (the “Term”). This Agreement may be terminated by YOU by providing fifteen (15) days prior written notice to United Web Services at info@unitedwebservices.ca or sent to United Web Services, 10520 Yonge Street, Richmond Hill, Ontario, Canada, L4C 3C7,unless YOU have outstanding commitment period(s) for YOUR payment of Services as specified, and if applicable on any Order Form(s) (“Commitment”), in which case YOU may terminate at the end of such Commitment or after such Commitment by providing fifteen (15) days prior written notice. Additionally, YOU may terminate during any such Commitment only by providing fifteen (15) days prior written notice and immediately paying United Web Services all amounts due under the Agreement through the relevant Commitment(s). United Web Services may terminate this TOS and/or any Order Form(s) at any time, with or without cause, including during the Commitment, by providing notice to YOU. Notwithstanding termination or expiration of this Agreement, YOUR disclaimers of liability at the beginning of this TOS and Sections 3, 4, 5, 6, 7, 8, 9, 10, and 11 shall survive. Termination shall be in addition to any rights and remedies available to united web services at law or equity or under this Agreement. Upon such termination of this Agreement, all amounts due to United Web Services hereunder from YOU shall become immediately due and payable.We may cancel or terminate your right to use the Site or any part of the Site at any time without notice. In the event of cancellation or termination, you are no longer authorized to access the part of the Site affected by such cancellation or termination. The restrictions imposed on you with respect to material downloaded from the Site, and the disclaimers and limitations of liabilities set forth in these Terms of Service, shall survive.

 

9. BINDING ARBITRATION.

 

9-1. Arbitration Procedures. YOU and United Web Services agree that, except as provided in Section 9.4 below, all disputes, controversies and claims related to this Agreement (each a “Claim”), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”) and under the terms set forth in this TOS. In the event of a conflict between the terms set forth in this Section 9 and the JAMS Rules, the terms in this Section 9 will control and prevail.

Except as otherwise set forth in Section 9.4, YOU may seek any remedies available to YOU under federal, state or local laws in an arbitration action. As part of the arbitration, both YOU and We will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator’s decision regarding the Claim, the award given and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in this TOS, (i) YOU and United Web Services may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator’s decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.

 

BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND UNITED WEB SERVICES WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

 

9-2. Location. The arbitration will be conducted in Toronto, Canada, unless the parties agree to video, phone and/or internet connection appearances.

 

9-3. Limitations. YOU and United Web Services agree that any arbitration shall be limited to the Claim between United Web Services and YOU individually. YOU AND United Web Services AGREE THAT (A) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (C) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.

 

9-4. Exceptions to Arbitration. YOU and United Web Services agree that any Claim seeking to enforce or protect, or concerning the validity of, any of YOUR or United Web Services copyrights, trademarks, or patents and any claim for equitable relief related to such Claims are not subject to the above provisions concerning negotiations and binding arbitration.

 

10. NON-SOLICITATION. YOU agree that during the Term of this Agreement and for a one (1) year period after expiration or termination of this Agreement, YOU will not (1) directly or indirectly solicit, induce, encourage or attempt to solicit or induce any United Web Services employee to discontinue his or her employment with United Web Services; (2) usurp any opportunity of United Web Services that YOU become aware of during the Term of this Agreement or which is made available to YOU on the basis of YOUR relationship with United Web Services; or (3) directly or indirectly interfere with, solicit, induce or attempt to influence any person or business that is a customer or business partner of United Web Services, except for the benefit of United Web Services.

 

11. ADDITIONAL TERMS AND CONDITIONS. From time to time United Web Services may provide you with new or modified Order Form(s). The next time YOU modify the terms of Order Form(s) or enter into new Order Form(s), YOU may be prompted to agree to or decline an updated version of this TOS.You agree to all revisions to the TOS if you use our services under any Order Form(s). If YOU agree to such modifications to the TOS, YOU agree that such modified TOS shall apply to all prior and current Order Form(s) between YOU and United Web Services, including Order Form(s) that have expired or terminated to the extent applicable. This TOS shall be is governed by, and will be construed under, the laws of the Ontario, Canada, and the laws of the Ontario, Canada, without regard to choice of law principles. Except as provided in Section 9 above (and claims proceeding in any small claims court), all disputes arising out of or related to Our provision of the Services or claims arising out of YOUR Site shall be subject to the exclusive jurisdiction of the state and federal courts located within Toronto, Ontario,Canada, and YOU agree to submit to the personal jurisdiction and venue of such courts. This Agreement constitutes the entire, final and integrated agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings and communications, whether oral or written, between the Parties relating to the subject matter hereof. YOU agree that no joint venture, partnership, employment, or agency relationship exists between YOU and United Web Services as a result of this Agreement or YOUR use of the Service. This Agreement shall not be assigned (by operation of law or otherwise) or transferred in any manner by YOU without the prior written consent of United Web Services. YOU shall comply with the U.S. and Canada Export Administration Laws and Regulations and shall not transfer, export or re-export to any embargoed countries or denied persons or prohibited entities any information received from any disclosure made by Us hereunder or the direct product thereof. If any part of this Agreement is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Agreement shall be given full force and effect. YOU acknowledge that a breach of this Agreement would cause irreparable injury to United Web Services for which monetary damages are not an adequate remedy. Accordingly, We shall be entitled to seek injunctive relief and other equitable remedies in the event of such breach. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by Us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Neither United Web Services nor its affiliates shall be responsible or liable for delays to perform hereunder due to strikes, lockouts, embargoes, labor problems, fuel or power shortages, fire, floods, accidents, civil disturbances, war, acts of God, or other cause beyond their control.

12.Other. This agreement constitutes the entire agreement between us and you with respect to the subject matter contained in this agreement and supersedes all previous and contemporaneous agreements, proposals and communications, written oral. You also may be subject to additional terms and conditions that may apply when you use the products or services of a third party that are provided through the Site. In the event of any conflict between any such third-party terms and conditions and these Terms of Service, these Terms of Service shall govern. This agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any principles of conflicts of law. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Maintenance and Hourly Rate.

Regular website work,maintenance ,or any other services requested by the client will be billed at the hourly rate of $100.00, in half hour increments.

* Rates subject to change with notice.

 

If the client halts work , than any work completed shall be billed at the hourly rate stated above, and deducted from the initial payment, the balance of which shall be returned to the client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the client shall be liable to pay for all work completed at the hourly rate stated above.

If the client does not supply United Web Services complete text and graphics content all webpages contracted for within one weeks of the date this contract was signed, the entire amount of the contract becomes due and payable. If the client has not submitted complete text and graphics content within six weeks after signing of this contract, the client’s project will be suspended and a fee will be applied to restart the project.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS TOS AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY UTILIZING OUR SERVICES, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITION, AND OUR TERMS OF SERVICE.

By Using any of our services you agree to the Terms of Services of United Web Services.

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