When a customer signs up for our services and/or when
uses Adobe Graphics, Inc. services, they must agree to the following guidelines.
Please read below for a detailed description of the requirements and
responsibilities of the customer and Adobe Graphics, Inc.
CUSTOMER AGREEMENT
With the acceptance of Adobe Graphics, Inc. services, the customer agrees
to the following, which shall apply during the term of account activity:
1. DEFINITIONS:
A. "Plans" means proposals for offering various services to
be provided by Adobe Graphics, Inc.
B. "Customer" means an end user who is utilizing services provided
by Adobe Graphics, Inc..
2. PRICES
A. All prices for Plans provided by Adobe Graphics, Inc. to Customer are
in US dollars.
B. Customer shall be responsible for paying all taxes of any nature which
become due with regard to Adobe Graphics, Inc. services, except for taxes
on Adobe Graphics, Inc.'s income, irrespective of which party may be responsible
for reporting or collecting such taxes.
3. ORDER ACCEPTANCE, PAYMENT
A. All orders are subject to acceptance by Adobe Graphics, Inc.. An order
will be deemed accepted by Adobe Graphics, Inc. when written confirmation
of the order is sent to Customer. Adobe Graphics, Inc. may refuse to accept
any order, or delay acceptance pending fulfillment of conditions Adobe
Graphics, Inc. may choose to impose. Such refusal or such conditions may
not be unreasonable, however, and Adobe Graphics, Inc. agrees to provide
Customer with reasonable notice via Email or fax of any intent to delay
or decline the acceptance of any order.
B. PAYMENT AND TERMS:
Payment shall be made in US dollars to Adobe Graphics, Inc. into the account
designated by Adobe Graphics, Inc., or as may otherwise be agreed in writing
by the parties. Payments are due upon presentation of invoice. If due
to bank charges, transfer fees, or the like, Adobe Graphics, Inc. should
receive less than its invoice amount, Adobe Graphics, Inc. will re-invoice
Customer for the shortfall. Should payment in full of any invoice (aside
from such shortfalls) not be received by Adobe Graphics, Inc. within thirty
(30) days after presentation, Adobe Graphics, Inc. will impose a debt
service charge amounting to one percent (1%) of the overdue balance for
each month or fraction thereof the overdue amount remains unpaid. In the
event that any amount remains unpaid thirty (30) days after presentation
of invoice, Adobe Graphics, Inc. may discontinue, withhold, or suspend
services to Customer and/or its customer(s) to whom such unpaid amounts
relate.
Customer recognizes the responsibility to detect additional use of services
and accept charges based on any services utilized in excess of the Customer’s
original account order or current account allocations.
It is Customer's responsibility to recognize payment due dates and maintain
proper payment by said dates. Adobe Graphics, Inc. retains the right to
discontinue, withhold, or suspend services for any account that is in
past due status. If an account is not properly paid on the recognized
account renewal date, Adobe Graphics, Inc. may impose additional fees
to resolve, reactivate, or retrieve Customer's access to account information.
ACCOUNT RENEWAL AND DISCONTINUATION:
By normal procedure, Adobe Graphics, Inc. will automatically renew an
account with the latest contract terms and plan allocations. If a credit
card is listed on file for the Customer, that card will be charged accordingly
for renewal, unless the Customer contacts Adobe Graphics, Inc. with alternative
payment information before the payment deadline. Customer will receive
notification of the renewal date by email to the address listed on file,
or by regular mail if previously requested by the Customer. It is the
Customer's responsibility to inform Adobe Graphics, Inc. of updates to
contact information, including email addresses.
Customer is also responsible to notify Adobe Graphics, Inc. in writing
of account discontinuation thirty days (30) prior to a renewal deadline
to avoid automatic renewal for all regular web hosting services, and sixty
(60) days prior to renewal date for all E-commerce web hosting services.
If no written cancellation notice is received before the deadline as required
by Adobe Graphics, Inc., Customer will remain responsible for the next
billing period.
If Customer makes a request to discontinue the account within an already
active contract period, the charges for that period will not be refunded.
The only event in which funds will be reimbursed is that when Adobe Graphics,
Inc. has been notified in writing by Customer before the 30th day of a
new account’s activity. (There will be no reimbursement for E-commerce
accounts, due to the licensing agreement.)
Customers who request the "30-day-money-back-guarantee" (must
be for an eligible non-ecommerce hosting plan) may be reimbursed the web
hosting service fees minus setup fees and domain name registration fees.
If Customer received the "free 1 year domain name registration"
offer, the value of the domain name registration will be withheld from
the refund amount. This fee is typically $17.50 per year for the domain
registration service.
DOWNGRADES, UPGRADES, AND SERVICE CHANGES
Requests to change service may require notice in advance of renewal billing
date. Adobe Graphics, Inc./ will typically handle such requests in conjunction
with cancellation policies. Fees may be assessed to perform downgrades,
usually at a rate of $15.00 per account. Fees for upgrades are typically
charged by calculating the difference between the former and new plan
setup costs. Upgrades to more extensive solutions such as dedicated servers
may require a more substantial setup fee. Additions of add-on features
to a plan may also require a setup fee.
REFUNDS
If customer requests to cancel a Web hosting account (non-Ecommerce only)
within the first 30 days of the account's activity, they may choose to
take advantage of the "30 day money back guarantee offer". This
offer will refund only web hosting charges paid at the time of purchase,
minus any setup fees or domain name registration fees. If a new domain
name is acquired through Adobe Graphics, Inc./ at any time during the
account's activity, the customer will be held responsible for domain name
registration charges of at minimum $17.50 per year; these domain registration
costs are non-refundable. Customer may continue to own the domain name(s)
until the specified expiry date(s).
4. DUTIES OF Adobe Graphics, Inc.:
Adobe Graphics, Inc. will acquire, on request, a new Internet Domain Name
on behalf of the Customer. In such case the Customer hereby must waive
in writing prior to acquisition of said domain name, any and all claims
which it may have against Adobe Graphics, Inc. for any loss, damage, claim
or expense arising out of, or in relation to, the registration of such
Domain Name in any on-line or off-line network directories, membership
lists or registration lists, or the release of the Domain Name from such
directories or lists following the termination of services by Adobe Graphics,
Inc. for any reason. Any costs of Adobe Graphics, Inc. in obtaining or
maintaining a domain name for Customer or its customers shall be immediately
reimbursed to Adobe Graphics, Inc. upon invoice from Adobe Graphics, Inc.
to Customer.
5. RULES AND REGULATIONS
Adobe Graphics, Inc. may impose reasonable rules and regulations regarding
the use of its services from time to time. Customer shall impose such
rules and regulations on its customers to the extent necessary to ensure
compliance.
6. LIMITATION OF Adobe Graphics, Inc.’s OBLIGATIONS AND LIABILITY
A. Adobe Graphics, Inc. will utilize its best efforts to maintain acceptable
performance of services contracted for services, but Adobe Graphics, Inc.
makes absolutely no warranties whatsoever, express or implied, including
warranty of merchantability or fitness for a particular purpose. Adobe
Graphics, Inc. cannot guarantee continuous service, service at any particular
time, or integrity of data stored or transmitted via its system or via
the Internet. Adobe Graphics, Inc. will not be liable for the inadvertent
disclosure of, or corruption or erasure of, data transmitted or received
or stored on its system. Adobe Graphics, Inc. shall not be liable to Customer
or any of its customers for any claims or damages which may be suffered
by Customer or its customers, including, but not limited to, losses or
damages of any and every nature, resulting from the loss of data, inability
to access Internet, or inability to transmit or receive information, caused
by, or resulting from, delays, non-deliveries, or service interruptions
whether or not caused by the fault or negligence of Adobe Graphics, Inc..
B. Adobe Graphics, Inc. may discontinue servicing any Plan, or may require
fulfillment of conditions Adobe Graphics, Inc. may choose to impose as
a prerequisite for continuing to service any Plan. Such discontinuation
or requirement may not be unreasonable, however, and Adobe Graphics, Inc.
agrees to provide Customer with reasonable notice via Email and fax of
any such intent to discontinue or impose conditions.
C. Services provided by Adobe Graphics, Inc. to Customer shall be deemed
accepted for all purposes thirty days after presentation of invoice for
such services, if no written claim or objection regarding such services
has been received by Adobe Graphics, Inc. within the 30-day period. No
claim related to such accepted services shall be raised.
D. Adobe Graphics, Inc.’s liability to Customer, and any end user
of any Plan or other Adobe Graphics, Inc. services is limited to the amount
paid to and received by Adobe Graphics, Inc. for services not accepted.
In no event shall Adobe Graphics, Inc. be liable to Customer, or any end
user or any other entity for any special, consequential, or other damages,
however caused, whether for breach of contract, negligence or otherwise,
even if Adobe Graphics, Inc. has been advised of the possibility of such
damage.
E. Customer will take all necessary measures to preclude Adobe Graphics,
Inc. from being made a party to any lawsuit or claim regarding Adobe Graphics,
Inc. services provided to any Customer or end user. Customer hereby agrees
to indemnify and hold harmless Adobe Graphics, Inc. from any and all claims
of whatever nature brought by any of Customer's customers against Adobe
Graphics, Inc. in excess of the remedy set forth in paragraph 6(D) .
F. Customer agrees to indemnify, defend and hold Adobe Graphics, Inc.
and its affiliates, and their respective officers, directors, owners,
agents, information providers and licensors (collectively, the "Indemnified
Parties") harmless from and against any and all claims, liability,
losses, costs and expenses (including attorneys' fees) incurred by any
Indemnified Party in connection with any violation of copyright laws on
any product or service provided to the customer by Adobe Graphics, Inc..
7. PROPERTY RIGHTS
Adobe Graphics, Inc. owns all right, title and interest in Adobe Graphics,
Inc.’s trade names, service marks, inventions, copyrights, trade
secrets, patents, and know-how relating to the design, function, or operation
of Plans and of the hardware and software systems and resources necessary
to provide the individual service elements of which they consist. This
agreement does not constitute a license to Customer to use Adobe Graphics,
Inc.'s trade names or service marks. The use by Customer of the other
property rights mentioned here is authorized only for the purposes of
marketing and selling Plans in the Territory.
8. CONFIDENTIALITY
Customer acknowledges that by reason of its relationship with Adobe Graphics,
Inc. hereunder, it may have access to certain information and materials
relating to Adobe Graphics, Inc.’s business, plans, customers, software
technology, and marketing strategies that is confidential and of substantial
value to Adobe Graphics, Inc., which value would be impaired if such information
were disclosed to third parties. Customer agrees that it will not use
in any way for its own account nor for the account of any third party,
nor disclose to any third party, any such information revealed to it by
Adobe Graphics, Inc.. Customer further agrees that it will take every
reasonable precaution to protect the confidentiality of such information.
In the event of termination of this agreement, there shall be no use or
disclosure by the Customer of any such confidential information in its
possession, and all confidential materials shall be returned to Adobe
Graphics, Inc. or destroyed. The provisions of this section shall survive
the termination of the agreement for any reason. Upon any breach or threatened
breach of this section, Adobe Graphics, Inc. shall be entitled to injunctive
relief, which relief shall not be contested by Customer.
9. RELATIONSHIP OF THE PARTIES
The relationship between Adobe Graphics, Inc. and Customer is that of
vendor and vendee. They shall not be construed as being joint ventures,
franchiser/franchisee, or employer/employee. This agreement is a commercial
agreement between businesses, not a consumer agreement. Customer has no
authority, apparent or otherwise, to contract for or on behalf of Adobe
Graphics, Inc., or in any other way legally bind Adobe Graphics, Inc.
in any fashion, nor shall Customer be authorized to make any representations
about Adobe Graphics, Inc. or its services other than to set forth Adobe
Graphics, Inc.' responsibilities as outlined in this agreement.
10. DISPUTES
The parties shall attempt to resolve all disputes arising out of this
agreement in a spirit of cooperation without formal proceedings. Any dispute
which cannot be so resolved (other than the collection of money due on
unpaid invoices) and other than the injunctive relief referred to in paragraph
10 shall be subject to arbitration upon written demand of either party.
Arbitration shall take place in Austin, Texas, or at another location
if the parties so agree. The arbitration shall take place before an arbitration
panel chosen as follows: The parties shall each choose an arbitrator,
and the two arbitrators shall choose a third arbitrator and determine
the third arbitrator's compensation. Each party shall have one veto over
the choice of the third arbitrator. The three arbitrators shall schedule
an informal proceeding, hear the arguments, and decide the matter by secret
majority vote. Unless the arbitrators decide otherwise, each party shall
pay the costs of its own arbitrator, and shall pay half of the other costs
of the arbitration proceeding. Each party shall have the right to have
the proceedings transcribed. The arbitrators shall not have the authority
to award punitive damages or any other form of relief not contemplated
in the contract. The majority of arbitrators shall render a written opinion
setting forth the basis on which they arrived at the decision regarding
each issue submitted to arbitration; the dissenting arbitrator, if any,
shall not issue a dissenting opinion. Regarding each issue submitted to
arbitration, the decision shall be final and binding only to the extent
it is accompanied by a written explanation of the basis upon which it
was arrived at. Judgment upon the award, if any, rendered by the arbitrators
may be entered in any court having jurisdiction thereof. Should any legal
action permissible under this agreement be instituted to enforce the terms
and conditions of this agreement, in particular the right to collect money
due on unpaid invoices, the prevailing party shall be entitled to recover
reasonable attorney's fees and expenses incurred at both the trial and
appellate levels.
11. TERM, TERMINATION:
This agreement shall run until the end of the current calendar year. It
shall automatically be renewed on an annual basis unless terminated in
one of the following ways:
A. By either party, by notifying the other in writing by November 30 of
any given year that this agreement will not be renewed.
B. By Adobe Graphics, Inc., upon thirty (30) days' written notice, if
Customer breaches any material and substantial provision of this agreement
and has not cured by the end of the 30 days.
C. By Adobe Graphics, Inc., upon sixty (60) days' written notice, if
1. Adobe Graphics, Inc. provides Customer with written notice of the specific
reasons for its belief in this regard, and
2. Customer has not cured by the end of the 60 days.
D. By Adobe Graphics, Inc., immediately upon giving written notice to
Customer, in the event that
1. Any bank draft or check delivered by Customer to Adobe Graphics, Inc.
in payment for Products is returned unpaid and Customer fails to remedy
such nonpayment within five business days;
2. Customer becomes more than sixty (30) days in arrears in payment of
its account with Adobe Graphics, Inc.;
3. There are instituted bankruptcy or insolvency proceedings against Customer,
which are not vacated within sixty (60) days from the date of filing;
4. Customer institutes voluntary bankruptcy or insolvency proceedings,
or otherwise admits insolvency; or
5. Customer makes an assignment of all or part of its assets for the benefit
of creditors.
E. By Adobe Graphics, Inc. immediately, if Customer attempts to assign
all or any part of this Agreement without Adobe Graphics, Inc.' prior
written approval;
F. By Adobe Graphics, Inc. immediately, if Customer fails to cause Adobe
Graphics, Inc. to be informed in writing immediately on the happening
of any event specified in this section;
G. By Customer, immediately upon giving written notice to Adobe Graphics,
Inc., if
1. There are instituted bankruptcy or insolvency proceedings against Adobe
Graphics, Inc., which are not vacated within sixty (60) days from the
date of filing;
2. Adobe Graphics, Inc. institutes voluntary bankruptcy or insolvency
proceedings, or otherwise admits insolvency;
3. Adobe Graphics, Inc. makes an assignment of all or part of its assets
for the benefit of creditors; or
4. Adobe Graphics, Inc. fails to cause Customer to be informed in writing
immediately on the happening of any event specified in this section. The
provisions of this paragraph survive any termination of this agreement.
12. NONASSIGNABILITY
Customer's rights and obligations under this agreement may not be transferred
or assigned directly or indirectly without the prior written consent of
Adobe Graphics, Inc., which consent shall not be unreasonably refused.
13. PARTIAL INVALIDITY
If any provision of this agreement is held to be invalid by a court of
competent jurisdiction, then the remaining provisions shall nevertheless
remain in full force and effect. Adobe Graphics, Inc. and Customer agree
to renegotiate in good faith any term held invalid and to be bound by
mutually agreed substitute provision.
14. APPLICABLE LAW, JURISDICTIONAL MATTERS
This agreement takes effect when accepted by Adobe Graphics, Inc. in Texas.
It is to be governed by and construed under the laws of the State of Texas
and the United States of America. The federal and state courts of the
State of Texas shall have exclusive jurisdiction to adjudicate any non-arbitrary
dispute arising out of this agreement. Customer hereby expressly consents
to
(1) the jurisdiction of the courts of Texas and
(2) service of process being effective upon it by registered mail sent
to the address set forth at the beginning of this document, as may be
changed from time to time by written notice actually received by Adobe
Graphics, Inc.. To the extent permissible by the law of Customer's jurisdiction,
Customer waives any requirement that service of process or of any documents
be made upon it pursuant to the provisions of the Hague Convention.
15. NOTICES
Except with respect to service of process as set forth in paragraph, all
notices may be sent by email, fax, or express mail to the email address,
fax number, or mailing address most recently provided and will be effective
upon transmission. Evidence of successful transmission shall be retained.
16. ENTIRE AGREEMENT; MODIFICATIONS
This agreement between Adobe Graphics, Inc. and Customer sets forth the
entire agreement and understanding between the parties and merges all
prior discussion between them. Adobe Graphics, Inc. may make changes to
this agreement upon thirty (30) days' written notice to Customer, advising
of the change and the effective date thereof. Utilization of Adobe Graphics,
Inc. services by Customer and/or its Customers following the effective
date of such change shall constitute acceptance by Customer of such change(s).
Otherwise, this agreement may not be modified except by the of written
consent of both parties.
By submitting an order request and/or by using our services, the Customer
accepts these terms.
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