ArtSec Group LLC – Terms of Service
Web / Website / Web server Related Services
Last Update Dec 19. 2011
Should you choose to use any of Artsec Group’s services as described herein, these Terms of Service shall represent the agreement between ArtSec Group (“we”/“us”/“our”) and you with respect to all such services. You hereby acknowledge that these Terms of Service are subject to change at any time without notice to you and that it is your sole responsibility to check ArtsecGroup.com regularly for any changes to these Terms of Service, which such changes will be indicated by an alert at the top of this page that clearly states that the Terms of Service are effective as of the date such changes were made and that such updated Terms of Service supersede all prior versions thereof. Your use any of the services offered by us will be deemed your acknowledgment of your agreement to be bound by these Terms of Service and your continued use of the services offered by us upon any changes to these Terms of Service will be deemed your acknowledgement of your agreement to be bound by the terms of such updated version of these Terms of Service. If you do not agree to be bound by the terms of these Terms of Service or by any updated version thereof, you may not use our services. These Terms of Service are for the web, website and web server related services provided by us. For all other services, separate terms of service and agreement(s) may be necessary.
Scope of Work.
When you engage our services, you and we shall agree on specifications for the particular service, which specifications shall include, among other things, dates of service, deliverables and payments (the “Scope of Work”). Changes to the Scope of Work shall become effective only upon execution by you and us of a written change request (“Change Order”). We shall notify you promptly of any factor, occurrence, or event coming to our attention that may affect your ability to meet the requirements of the Scope of Work, or that is likely to occasion any material delay in performing our services.
You shall cooperate with us and do all such things as we reasonably deem to be required in order for us to perform our services hereunder including, without limitation, providing assistance to and cooperating with us in order to complete our services in a timely and efficiently manner and in compliance with the Scope of Work and otherwise as contained herein. We shall not be deemed in breach of these Terms of Service or any milestone set forth in the Scope of Work or Change Order if any failure to meet our responsibilities and time schedules is caused by your failure to meet (or your delay in) your responsibilities and time schedules set forth in such Scope of Work or Change Order and in the event of any such failure or delay by you, all of our time frames, milestones, and/or deadlines shall be extended as necessary and you shall continue to make timely payments to us as set forth in the Scope of Work and any Change Order(s) as if we had met all time frames, schedules and/or deadlines.
You shall be responsible for making, at your sole cost and expense, any changes or additions to your current systems, software, and/or hardware that may be required to support operation of your website. Unless otherwise contracted with us in the Scope of Work or in a Change Order, you shall be responsible for initially populating and then maintaining any databases on your website as well as providing all content for your website.
If you terminate our services, any fees accruing and not paid to us as of the date of such termination shall be immediately paid to us.
You may be asked to provide direction to us by accessing our Customer Relationship Management system (“CRM”) and delivering content within. In connection with our web design and development services, you will supply website text unless copywriting services have been specified in the Scope of Work. Development of website pages will take place on your established web hosting service. All server technical issues are to be handled by your web hosting service unless otherwise set forth in the Scope of Work. Minor updates and changes to your website include any minor modifications and modifications to fix any backend database issues and/or functionality. For purposes of clarification, minor updates do not include the addition of features not set forth in the Scope of Work. We shall not include any of the following on your website or in your directory on your web hosting server if supplied by you: (i) text, graphics, sound, or animations that might be viewed as obscene or that involve any illegal activities; (ii) links to other websites that might be viewed as obscene or that involve any illegal activities; (iii) invisible text, metatags or any other type of hidden text, hidden information, hidden graphics, or other hidden materials; or (iv) destructive elements or destructive programming of any type.
Accessibility of Your Website During Service.
While we are performing certain of our services, your website shall be accessible to you through the CRM and some or all of the web pages may not be accessible to end-users.
We may use our own and/or third party products or services that are necessary for us to perform any or all of our services including, without limitation, server-side applications, clip art, graphics, “back-end” applications, music, stock images, or any other copyrighted work (“Outside Content”). Any Outside Content is owned by us and/or such third parties and cannot be transferred to you and is hereby specifically not transferred to you and shall remain our property and/or the property of such third parties. Outside Content that is owned and/or purchased by us may be used in the design and/or development of unrelated, third party websites. Upon payment in full of our fees as agreed in the Scope of Work and any Change Order, you shall own the worldwide right, title, and interest in any content or programming created specifically for you including, without limitation, source code and documentation, if applicable (collectively the “Custom Programming”). We shall retain a worldwide, royalty-free, non-exclusive, transferable, and perpetual right and license to the Custom Programming including, but not limited to, the right to modify, amend, create derivative works, rent, sell, assign, lease, sublicense, or otherwise alter or transfer the Custom Programming. In connection with our services, we may include source code, documentation, and/or application programs that were previously written or developed by us and modified to meet your specific requirements (the “Pre-Existing Code”). We shall own all worldwide right, title, and interest in and to the Pre-Existing Code and, upon payment in full of our fees as agreed in the Scope of Work and any Change Order, we shall be deemed to grant you a worldwide, royalty-free, non-exclusive, transferable and perpetual right and license to use the Pre-Existing Code. We hereby retain the right to display graphics and other design elements of your website as examples of our work. Our services specifically exclude regular maintenance of your website. You shall be solely responsible for maintenance of your website including, without limitation, updating web pages.
Warranties, Representations and Indemnifications.
Our Warranties, Representations and Indemnifications.
We shall not design, develop, or provide to you any items that infringe any patents, copyrights, trademarks, trade secrets or other intellectual property rights, or any privacy or other rights of any person or entity. If we become aware of any possible infringement, we shall immediately notify you in writing. We agree to indemnify, defend, and hold you harmless from any such infringement and for any third party claim as a result thereof (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) provided, however, that our total liability hereunder shall not exceed the amount of the fees paid to us.
With respect to the deliverables as set forth in the Scope of Work and any Change Order(s): (i) all work shall be performed in a workmanlike manner and with professional diligence and skill; (ii) our performance hereunder will be in compliance with applicable laws; (iii) all such deliverables will function under standard HTML conventions; and all such deliverables will conform to the Scope of Work and any Change Order(s).
We will repair any such deliverable that does not meet any of the foregoing warranties within a reasonable period following your notice to us thereof, at no charge to you. Notwithstanding the foregoing, the foregoing warranties do not apply to any website links that change over time, web pages that become obsolete over time, website content that becomes outdated over time, or other changes that do not result from any error on our part.
Your Warranties, Representations and Indemnifications.
Any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to us for inclusion in your website, where applicable (individually and collectively, “Your Content”) are owned by you, or you have permission from the rightful owner to use each such element of Your Content and you shall indemnify and hold us harmless from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by us as a result of any claim, judgment, or adjudication against us related to or arising from any claim that our use of Your Content infringes the intellectual property rights of a third party.
You are solely responsible for complying with any such laws, taxes, and/or tariffs imposed by any government with respect to Internet electronic commerce, and you will indemnify and hold us harmless from any claim, suit, penalty, tax, or tariff arising from your exercise of Internet electronic commerce.
You shall take all reasonable measures against ongoing security breaches as may be advised by us including, without limitation, by modifying your login credentials for its website hosting account(s), FTP account(s), electronic mail account(s) and any related applications by using strong passwords (e.g., using combinations of uppercase and lowercase letters along with numbers and symbols); by running and updating all anti-virus software on all connected devices; by researching security vulnerabilities of any scripts, programs, plug-ins, extensions and/or themes that you install and removing those with known or unresolved vulnerabilities; by removing unused FTP accounts; by updating permissions for files and folders; and by purchasing any required upgrades of third-party software to address security vulnerabilities.
You are the legal owner, representative, or otherwise have a legitimate right to the media, data, equipment and/or files to which we are provided access or to otherwise act on the owner’s behalf with respect to such media, data, equipment and/or files. You will not use our services for any website that is used for any illegal purpose and that in providing services hereunder we are not participating in any illegal activity. You are not violating any laws or regulations on copyright or privacy issues that exist in the jurisdiction in which we are located or in the jurisdiction in which you reside or are domiciled or in the jurisdiction in which any third party on whose behalf you are acting hereunder resides or is domiciled.
You hereby acknowledge that your website, including web pages, source code, images, other content, databases and any applications related to your website may be damaged or otherwise compromised, that restoration efforts can result in further damage and that we will not be held responsible for any further or other damage caused to your website or any of your media, data, equipment and/or files. We assume no liability for any claims regarding the physical functioning of your website or any of your media, equipment and/or files nor will we be liable for the condition or existence of data on media, equipment and/or files before, during or after service. Your sole and exclusive remedy for unsatisfactory work shall be, at our option, additional attempts by us to restore your website or a refund of the amount paid by you. You are fully aware of the inherent risks of injury and property damage involved in undertaking any services that involve your website including without limitation, risks due to destruction or damage to the media, data, equipment and/or files and the inability to restore data, or inaccurate or incomplete data restoration, including those that may result from any negligence on our part, and you hereby assume any and all known or unknown risks of injury and property damage that may result from our services.
We reserve the right to provide data to you on an external hard drive or other media, which will be provided at a reasonable cost to you. If you choose instead to provide a replacement drive for the restored data and/or updated passwords, the drive must be new, with zero data already on the drive and the drive cannot be network Internet based. The drive must be shipped to us upon our determination that such drive is necessary.
DISCLAIMER OF WARRANTIES.
ALL SERVICES PROVIDED BY US HEREUNDER ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEB PAGES OR ON YOUR WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WEB PAGES OR YOUR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEB PAGES AND WEBSITE IS WITH YOU. WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY OUTSIDE CONTENT OR YOUR CONTENT INCLUDING, WITHOUT LIMITATION, ANY SOFTWARE, EQUIPMENT, OR HARDWARE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA OR PROFITS, OR DELAYS OR BUSINESS INTERRUPTION WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OUR LIABILITY IS HEREBY LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agrees that we may use any information or data supplied with or stored in connection with your website solely for the purpose of completing our services and we will protect the confidentiality of your data and passwords against unauthorized disclosure using the same degree of care used to protect our own confidential information. We agree not to disclose any data to any third party unless required by law or pursuant to subpoena, in which case we will notify you so that you may be afforded the opportunity to limit disclosure. The foregoing confidentiality obligations shall not apply to any information which at the time of disclosure to us is published or is otherwise in the public domain, or was known to us prior to receipt from you.
Performance by us of any of our services shall be excused to the extent that such performance is hindered, delayed, or made impractical by flood, fire, strike, war or riot or any other cause beyond our reasonable control. Upon the occurrence of any such event we shall notify you of the event so the negative effects of the event can be known provided, however, that we shall have no liability to you.
If any provision of these Terms of Service is held invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not be affected thereby.
These Terms of Service are governed by the Laws of the State of Texas (exclusive of its choice of law rules). Exclusive jurisdiction and venue for all matters in these Terms of Service shall be in courts located in Tarrant County, Texas and you hereby consent to such jurisdiction and venue.