RE DESIGNS SOFTWARE END-USER LICENSE AGREEMENT
This End-User License Agreement (“EULA”) is between you (either an individual or an entity, referred to hereinafter as “you” or “your”) and RE Designs (“RE Designs”) for the RE Designs software that accompanies this EULA (“Software Product”). The Software Product includes computer software, and may include associated media, printed materials, and online or electronic documentation. The Software Product also includes any software updates, maintenance releases, fixes, upgrades, new versions or enhancements that may be subsequently issued to you, as well as any related installation services, customization services, technical support services, e-commerce services, web hosting services, domain name services, web design services, or other add-ons that may be provided to you in the future. Do not use the Software Product until you have carefully read the EULA. By purchasing, installing, copying, accessing, downloading, or otherwise using the Software Product (or authorizing any other person to do so), you agree to be bound by the terms of this EULA, indicate that you are 18 years of age or older (any parent or guardian of a person under the age of 18 may accept this Agreement on behalf of a user), are capable of entering into a legally binding agreement, and have read and understand this EULA and accept its terms and conditions. If you do not agree with the terms and conditions of this EULA, do not install, copy, access, download or use the Software Product.
SOFTWARE PRODUCT LICENSE
The Software Product is protected by United States copyright laws and international copyright treaties, trademark laws, and other intellectual property laws and treaties. RE Designs retains the copyright to the Software Product. The Software Product is licensed, not sold.
GRANT OF LICENSE. RE Designs grants you a single, non-exclusive, non-transferable license (“License”) to use the Software Product in accordance with the terms and conditions of this EULA. Any rights not expressly granted are reserved by RE Designs. Any modification of the Software Product intended to circumvent the aforementioned is prohibited and will result in revocation of the License.
INSTALLATION/DEPLOYMENT. You may install, download and use a single instance of the Software Product on a single server for usage on a single website through a single installation, in accordance with the terms and conditions of the EULA. Each License may run one instance of the Software Product on one domain name (“Domain Name”). Domain Name must be disclosed to RE Designs upon purchase or within 48 hours of purchase. Each License is granted, designated only to, and will perform only on the Domain Name disclosed to RE Designs with the Software Product purchase. Software Product may not be installed or used on adult content websites or domain names or illegal content websites or domain names.
REGISTRATION DATA. You must register to use the Software Product and Services and provide true, accurate, current and complete information as prompted by the sign-up process (“Registration Data”) and maintain and promptly update the Registration Data to keep it accurate, current, and complete.
REVERSE ENGINEERING. You shall not decompile, disassemble, or reverse engineer the software.
SEPARATION OF COMPONENTS. The Software Product is licensed as a single product. Its component parts may not be separated for use.
CO-BRANDING AND ASP HOSTING. You may not co-brand or otherwise extend the Software Product to any other website. You are prohibited from allowing access to features of the Software Product such that the Software Product appears to reside on servers or be part of a website in any way other than the EULA grants permission. The prohibited conduct includes but is not limited to using the Software Product to host its functionality for other websites as an Application Service Provider (ASP), regardless of whether you charge other websites or users for access to such hosted functionality. Such usage is expressly prohibited under this EULA. If you are interested in such usage of this Software Product, you must contact RE Designs to make arrangements for obtaining a license for this type of usage. RE Designs shall have no obligation to grant you a license for such usage.
BACK-UP COPY. You may not give copies of the Software Product to another person, or duplicate the Software Product by any other means, including electronic transmission. You may make a single back-up copy of the Software Product for backup purposes only, provided that the backup copy includes all copyright or other proprietary notices contained on the original.
RENTAL, SALE, DISTRIBUTION. You may not rent, lease, sublicense, assign, resell, lend, distribute, publish, or network the Software Product.or related materials or create derivative works based upon the Software Product or any part thereof. If you are interested in the sale/distribution of this Software Product, you must contact RE Designs to make arrangements for obtaining a license for this type of usage. RE Designs shall have no obligation to grant you a license for such usage.
TRANSFER. You may not assign all or any part of your rights or obligations under this EULA without the prior written consent of RE Designs. Any attempt otherwise will be void and constitute a material breach of this EULA. RE Designs may withhold such consent in its sole discretion. A transfer of this EULA will terminate any right to your continued possession or use of the Software Product and you must promptly destroy all remaining copies of the Software Product in your possession or under your control. No transfer shall be allowed unless the recipient agrees to the terms and conditions of this EULA.
NONDISCLOSURE AGREEMENT. You agree not to disclose or divulge any information about the Software Product not accessible by a non-licensed user. You agree to use due diligence to safeguard and protect the Software Product as the valuable trade secret and exclusive property of RE Designs. You agree to use due diligence to safeguard and protect all confidential and proprietary information pertaining to the Software Product.
INTELLECTUAL PROPERTY OWNERSHIP. All title and intellectual property rights in and to the Software Package (including but not limited to any source code, images, video, audio, text, files, or any other materials comprising the Software Package) are owned by RE Designs. The Software Package is owned by RE Designs and is copyrighted and licensed, not sold. RE Designs retains the copyright, title, trade secret rights, ownership, and all intellectual property rights in and to the Software Package. Your possession, installation, or use of the Software Package does not transfer to you any title to the intellectual property in the Software Product, and you will not acquire any rights to the Software Product except as specifically set forth in this EULA. The creation of derivative works based on or through the use of any or all of the Software Product is prohibited. You acknowledge and agree that you will ensure that all marks and proprietary notices that appear on and in the Software Product will remain intact and visible at all times. All rights not expressly granted under this EULA are reserved by RE Designs.
TRADEMARKS. This EULA does not grant you any rights in connection with any trademarks or service marks of this product or of RE Designs.
COPYRIGHT NOTICE. You are prohibited from altering or removing any of the copyright notices contained in the Software Product or the web pages generated by the Software Product, including any Copyright and “Powered by” notices, such that they are no longer visible to the human eye in normal usage of the Software Product and web pages generated by the software (for example, using a white or light grey font for the copyright notice on a white background). Such removal or alteration of said copyright notices by you shall constitute a material breach of this EULA. Furthermore, in such event you shall automatically be liable to RE Designs in the amount of $1,000 U.S. Dollars per incident, and $250 U.S. Dollars per day for each additional day that the violation continues after having received the violation notice from RE Designs. You understand that these amounts are intended as compensation for damages and thus constitute a resolution and not a penalty. You shall also be liable to RE Designs for all Enforcement Costs as defined in the section below. In the event that you violate this section, you hereby agree to waive all rights to any judicial appeal of this section and stipulate that a court of competent jurisdiction shall enter judgment against you in the applicable amounts as determined above. Exercise of this section by RE Designs shall in no way authorize you to continue such violation or limit the right of RE Designs to terminate your License for subsequent violations. Furthermore, you acknowledge and agree that this EULA section shall in no way limit or infringe upon the rights of RE Designs to pursue other legal remedies against you or to collect other reparations for additional grounds of action, including but not limited to defamation, interference with business, fraud, copyright infringement, trademark infringement, theft, or other legal grounds of action. This section shall be applicable and enforceable regardless of whether RE Designs pursues any other such legal resolutions, and regardless of the outcome of any such actions.
COPYRIGHT INFRINGEMENT. For the purposes of this EULA, copyright infringement includes, but is not limited to, the following actions by you or any third party with the Software Product, including but not limited to any files, source code, images, text, or other materials comprising the Software Product: (a) Reverse engineering of all or any part of the Software Product, (b) Selling, licensing, giving away, or otherwise distributing all or any part of the Software Product, (c) Any copying or use of all or any part of the Software Product beyond the single license granted under this EULA, (d) Use of any or all of the Software Product to create derivative works or integrate as part of another program that you or any third party sells, licenses, gives away, or otherwise distributes via any method, (e) Appropriating any of the concepts, methods, or techniques of the Software Product. Access to the Software Product and its files shall constitute proof of copyright infringement under this EULA should any of the aforementioned conditions have been met.
In the event that you or any third party (hereinafter referred to the “infringing party”) unlawfully infringes upon the copyright, ownership, proprietary, or other intellectual property rights of RE Designs in the Software Product, the infringing party hereby agrees that it shall automatically be liable to RE Designs in the amount of $1,000 U.S. Dollars per incident, and $250 U.S. Dollars per day for each additional day that the infringement continues after having received the infringement notice from RE Designs. The parties understand that these amounts are intended as compensation for damages and thus constitute a resolution and not a penalty. Any copies, modifications, customizations, or revisions of the Software Product by the infringing party, as well as any programs that contain any such copies, modifications, customizations, or revisions of the Software Product, shall immediately become the intellectual property of RE Designs. The infringing party shall also be liable to RE Designs for all Enforcement Costs as defined in the section below. The infringing party hereby agrees to waive all rights to any judicial appeal of this section and stipulate that a court of competent jurisdiction shall enter judgment against such party in the applicable amounts as determined above. Furthermore, the infringing party acknowledges and agrees that this EULA section shall in no way limit or infringe upon the rights of RE Designs to pursue other legal remedies against such party or to collect other reparations for additional grounds of action, including but not limited to defamation, interference with business, fraud, copyright infringement, trademark infringement, theft, or other legal grounds of action. This section shall be applicable and enforceable regardless of whether RE Designs pursues any other such legal resolutions, and regardless of the outcome of any such actions.
THIRD PARTIES. Any third party or subsequent entity that purchases, downloads, copies, installs, accesses, or otherwise uses the Software Product, whether or not such actions were performed legally and in accordance with the terms and conditions of this EULA, shall be bound by the terms and conditions of this EULA, as amended from time to time by RE Designs and posted online by RE Designs. Performing any of the aforementioned actions shall constitute agreement to be bound by the terms of this EULA.
SOFTWARE USE. Software Product may not be installed or used on adult content websites or domain names or illegal content websites or domain names. You may not use the software Product to engage in or allow others to engage in any illegal activity where the Software Product is accessed or used. You may not use the Software Product to engage in any activity that violates the rights of third parties, including, but not limited to, through the use, display, reproduction, distribution, or modification of materials that infringe copyrights, trademarks, privacy rights, or other proprietary rights.
AMENDMENTS. RE Designs reserves the right to change or add to the terms of this EULA at any time (including but not limited to Internet-based services, pricing, technical support options, and other product-related policies), and to change, discontinue, or impose conditions on any feature or aspect of the Software Product or any services provided or made available to you through use of the Software Product. Such amendments will become effective upon notification by posting on the RE Design website or any website designated by RE Designs. You agree that it shall be your responsibility to monitor the license agreement posted online and ensure you remain compliant with its terms and conditions. Should you disagree with any amendments posted under this section, your sole recourse shall be to terminate this License and your usage of the Software Product, under the terms of the Termination clause below. Your continued use of the Software Package will indicate your agreement to any such change.
UPGRADES. You may use and install to your server and declared Domain Name upgrades of the Software Package for which you were granted a License as a single product package, replacing the previous installed version, and may not separate for use on more than one computer, web server, or website. You may use a single copy of the complete, upgraded Software Product on a single server for usage on a single website, on your declared Domain Name. You may not continue to use the original Software Product if you accept and use the upgraded Software Product.
RE Designs does not warrant or guarantee any upgrades to the Software Product whatsoever. Upgrades to the Software Product may be provided by RE Designs at its option, but you hereby acknowledge and agree that this License does not require RE Designs to provide any upgrades whatsoever, and that upgrades are provided at the sole discretion of RE Designs. You agree to pay any applicable upgrade fees conditional to accepting any upgrades to the Software Product offered by RE Designs, and furthermore acknowledge and agree that you are thereby accepting all terms and conditions of the End User License Agreement that shall accompany such products.
PRODUCT SUPPORT. Electronic support services (“Support”) are available for a period of thirty (30) days from the date of original purchase of the Software Product. Extended support may be purchased for the Software Product by contacting RE Designs. RE Designs does not warrant or guarantee extended product support whatsoever. RE Designs may provide extended support for the Software Product at its option, but you hereby acknowledge and agree that this License does not require RE Designs to provide any extended support whatsoever, and that any extended support is provided at the sole discretion of RE Designs.
PRICING AND PAYMENT. You agree to pay RE Designs the applicable license fee as published by RE Designs at the time the Software Product was ordered. Payment of the license fee entitles you to use the licensed program in accordance with this EULA during the stated term. Unless otherwise stated on the invoice provided by RE Designs, the applicable fees, including but not limited to all sales, use, property or other governmental tax or levy associated with this transaction, and any applicable fees for installation, customization, or other product support, are payable by you promptly upon purchase. If you fail to pay any amount when due, your License to use the Software Product will automatically terminate and you will liable for all costs of enforcement, including reasonable legal fees.
MARKETING. You hereby grant to RE Designs the right to reference your company and/or website as a customer site in its marketing materials, including but not limited to the RE Designs websites, product brochures or other printed media, or in any other media and type of media. Such usage may include but is not limited to listing your website, linking to your website, and displaying your website screenshot or company logo.
TERMINATION. This EULA is effective until terminated. This EULA will terminate automatically if you fail to comply with any term or condition of this EULA. In such event, you must immediately destroy all copies of the Software Product and all of its component parts and cease all further use of it. You agree that RE Designs shall have the sole discretion of determining whether you are in breach of this agreement and that in such event RE Designs has the right to use any and all means necessary to enforce its, including but not limited to the right to repossess the software electronically by disabling it remotely over the Internet. You further agree that termination will not entitle you to any refund of the purchase price or any other amounts paid under any circumstances whatsoever. Termination only terminates your License of the Software Product and will have no effect on your obligation to safeguard and protect proprietary rights of RE Designs, disclaimers and warranties, restrictions, including but not limited to the EULA sections regarding Nondisclosure Agreement, Intellectual Proprietary Ownership, Trademarks, Copyright Notice, Copyright Infringement, Enforcement Costs, or the Refund Policy.
ENFORCEMENT COSTS. In the event that you breach any term or condition of this EULA, including but not limited to the sections regarding Reverse Engineering, Nondisclosure Agreement, Intellectual Proprietary Ownership, Trademarks, Copyright Notice, Copyright Infringement, you agree to reimburse RE Designs for all expenses related to the enforcement by RE Designs of its legal rights under this agreement, including but not limited to its attorney fees, court costs, administrative fees, and all other costs, fees, and expenses incurred by RE Designs that are associated with enforcing its legal rights under this EULA.
INDEMNIFICATION. You agree to defend, indemnify, and hold RE Designs and its officers, directors, employees, agents, or affiliates, harmless from and against any and all claims, losses, liability costs, and expenses (including but not limited to attorney fees) arising from your use of the Software Product or any thirdy party's use of the Software Product, laws or regulations, sustained by you or any third parties as a result of the terms and conditions of this EULA (including but not limited to the right of RE Designs to terminate this License under the abovementioned provisions), or any third party's right, including but not limited to infringement of any copyright, violation of any proprietary right or invasion of any privacy rights. This obligation will survive the termination of this EULA.
THREATENED LEGAL ACTION(S)
If we are sued or threatened with a lawsuit, an administrative proceeding or any other legal or administrative proceeding in connection with the services or Software Product provided to you, we may turn to you to indemnify us and to hold us harmless from the claims and expenses (including attorney's fees and court costs). Under such circumstances, you agree that you will, upon demand, obtain a performance bond with a reputable bonding company or, if you are unable to obtain a performance bond, that you will deposit money with us to pay for our reasonably anticipated expenses in relation to the matter for the coming year. Such deposit will be drawn down as expenses are incurred, with all account notices sent to the contact information provided in association with your account. We shall not be obliged to extend you any credit in relation to such expenses and we may terminate the services or Software Product for a failure to make or renew such a deposit. We will return any unused deposit upon the later of three (3) months from deposit or the conclusion of the matter.
DISCLAIMER OF WARRANTY.
THIS SOFTWARE PRODUCT AND THE ACCOMPANYING FILES ARE LICENSED TO YOU “AS IS” AND RE DESIGNS MAKES NO EXPRESS, IMPLIED, OR STATUTORY WARRANTY, INCLUDING WITHOUT LIMITATION, WARRANTY OF PERFORMANCE, FITNESS FOR A PARTICULAR REASON, MERCHANTABILITY, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL RE DESIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, OR OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF RE DESIGNS IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. YOU BEAR ALL RISKS OF PERFORMANCE OF THE SOFTWARE PRODUCT. RE DESIGNS DOES NOT WARRANT THAT THE FUNCTIONS OF THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERRROR FREE, OR THAT THE SOFTWARE PRODUCT OR ANY RELATED SERVICES OR CONTENT IS SECURE, OR IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, NOR DOES IT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE THROUGH THE SOFTWARE. YOU ASSUME ALL RESPONSIBILITY AND RISK AS TO THE RESULTS, QUALITY, AND PERFORMANCE OF THE SOFTWARE PRIDUCT. RE DESIGNS IS NOT RESPONSIBLE IF THE SOFTWARE PRODUCT DOES NOT OPERATE ON YOUR SERVER OR COMPUTER, NOR IS RE DESIGNS RESPONSIBLE FOR MAKING THE SOFTWARE PRODUCT OPERATIONAL. SHOULD THE SOFTWARE PRODUCT PROVE DEFECTIVE, YOU, AND NOT RE DESIGNS, ASSUME THE ENTIRE RISK OF USING THE PROGRAM AND THE ENTIRE COST OF ANY SERVICE AND REPAIR. FAILURE TO INSTALL THE PROGRAM IS NOT A VALID REASON FOR REQUESTING A REFU\ND OF THE PURCHAE PRICE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND APPLIES TO ANY PRODUCT SUPPORT. RE DESIGNS WOULD NOT HAVE BEEN ABLE TO PROVIDE THE LICENSE TO THE SOFTWARE TO YOU WITHOUT SUCH DISCLAIMER OF WARRANTY.
LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RE DESIGNS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES FOR PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER FINANCIAL LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS PRODUCT, EVEN IF RE DESIGNS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF THE DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND RE DESIGNS WOULD NOT HAVE BEEN ABLE TO PROVIDE THE LICENSE TO THE SOFTWARE TO YOU WITHOUT SUCH DISCLAIMER OF WARRANTY.
BY PURCHASING OR USING THE SOFTWARE PRODUCT, YOU ACKNOWLEDGE AND AGREE THAT THERE SHALL BE ABSOLUTELY NO REFUNDS FOR ANY REASON WHATSOEVER, INCLUDING FAILURE TO INSTALL THE PROGRAM, A CHANGE IN MARKET CONDITIONS, A CHANGE IN BUSINESS OR WEBSITE STRATEGY, A CLAIM THAT THE PRODUCT DOES NOT SUIT YOUR NEEDS OR IS NOT WHAT YOU EXPECTED, MODIFICATIONS OF THE SOFTWARE PRODUCT IMPLEMENTED BY YOU OR ANY OTHER THIRD PARTY THAT ALTER THE FUNCTIONALITY OF THE SOFTWARE PRODUCT OR THAT ARE NOT IN ACCORDANCE WITH THE DOCUMENTATION ACCOMPANYING THE SOFTWARE PRODUCT, THE UNAVAILABILITY OF RE DESIGNS FOR CUSTOMIZATIONS TO THE SOFTWARE PRODUCT, OR FOR ANY OTHER REASON.
BY PURCHASING OR USING THE SOFTWARE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE EXERCISED DUE DILIGENCE IN ASCERTAINING THAT THE SOFTWARE PRODUCT WILL RUN ON YOUR WEB SERVER AND THAT IT WILL MEET YOUR NEEDS.
This document constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all other communications, whether written or oral.
This End User License Agreement shall be governed and construed in accordance with the laws of the State of California, USA. Any disputes arising from this contract will be litigated or arbitrated in San Mateo County, California. You agree to waive any claims or rights under the laws of your state or country of residence, or under the laws of any other state or country other than the State Of California. In addition, by licensing the Software Product under this EULA, you represent and warrant that you are legally authorized to and hereby do waive all claims to legal rights or protections rights under the laws of your state or country of residence, or under the laws of any other state or country other than the State Of California, including but not limited to any applicable “consumer protection” laws, and to subject yourself under this EULA to the laws of the State of California. Since this representation on your part is an essential element of the consideration necessary for RE Designs to license the Software Product to you, should this representation prove to be false, you hereby agree to compensate RE Designs for $25,000 (U.S. Dollars), plus all losses incurred by RE Designs as a result of this misrepresentation and for all expenses related to the enforcement by RE Designs of its legal rights under this agreement, including but not limited to its attorney fees, court costs, administrative fees, and all other costs, fees, and expenses incurred by RE Designs that are associated with enforcing its legal rights under this EULA.
If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement of it on subsequent occasions. The EULA headings are for reference purposes only and have no substantive consequence.
OFFICIAL COMMUNICATION AND NOTICES.
All official communication between RE Designs and you, as well as notices set forth within this agreement shall be by email. RE Designs shall send all notices and official communication to you at the email address listed in your account's record. It is solely your responsibility to ensure that the email address listed with RE Designs is accurate and up-to-date. In the event RE Designs sends a notice of cancellation, renewal invoice or any other official notice to an email address that is no longer valid for you, such notice shall be deemed delivered per this agreement.
Web Hosting Policies
By purchasing RE Designs Web Hosting Services Package you are acknowledging your agreement to the above as well as the terms and policies of the Web Hosting.
Updated: June 21, 2013
Subject to the following TOS ("Terms of Service"), RE Designs ("The Company") will provide to you ("Customer","Client"), Internet facilities consisting of some or all of: connectivity, hardware management, software management, web hosting, web design, website promotion, and/or related services described in the plan selected by Customer from RE Designs then published list of services offered from time to time ("Services"). The specific plan of Services to be provided initially to Customer shall be as selected in the Order and thereafter as established through correspondence between Customer and RE Designs. You acknowledge and agree that such services may also be performed by RE Designs partners and/or third party companies, at the discretion of RE Designs.
RE Designs reserves the right to change this TOS at any time. Such changes, modifications, additions or deletions shall be effective immediately upon posting online at this location. You acknowledge and agree that it is your responsibility to review this site and this TOS periodically and to be aware of any modifications. You may identify whether RE Designs has revised this TOS by noting the "Updated" date above. Your continued use of the services after such modifications constitutes your acknowledgment of the modified TOS and agreement to abide and be bound by the modified TOS. If you do not agree to these terms, please cancel your services following the proper procedure outlined in this TOS.
You agree to provide RE Designs with accurate and complete contact information, and update with any changed contact information within a reasonable period of time. Contact information means any data relating to your identity, electronic mail, street address, telephone and fax number, or any other information that you provide to RE Designs in order to receive or continue receiving services.
PAYMENTS AND FEES
Establishment of this service is dependent upon receipt by RE Designs of payment of stated charges. Subsequent payments are due on a recurring date that coincides with the date of signup. Payments are via PayPal. You are responsible for any additional transaction fees that coincide with any payment methods.
PayPal subscriptions automatically bill your account for the stated charges at the stated periods. In the event that the PayPal payment does not go through, i.e. your chosen payment method information has changed or funds in your account are unavailable, service will be interrupted on accounts that reach 7 days past due. Service interrupted for nonpayment is subject to a $50 reconnect charge. Accounts not paid by the due date are subject to a $10 late fee. Accounts that are not collectible by RE Designs may be turned over to an outside collection agency for collection. If your account is turned over for collection, you agree to pay RE Designs a Processing and Collection Fee of not less than $75 nor more than $200. If you want to cancel your account, please follow the proper procedure as outlined in this TOS.
If a service is deactivated due to non-payment, the service in question will only be reactivated once payment for the outstanding balance has been received in full. If all services on an active account are deactivated, all outstanding invoices must be paid in full before any one service will be reactivated. RE Designs reserves the right to keep a service deactivated until funds paid have cleared.
TERMINATION AND CANCELLATION
To cancel your account, you must cancel your PayPal subscription and contact us through the UltimateWB online contact form with your cancellation request at least 7 days before your account's next billing cycle. Cancellation requests are not accepted through phone, fax, or any other method besides through the UltimateWB online contact form. You must have all account information to cancel an account. Only the authorized account holder may cancel the account.
It is Client's responsibility to cancel the PayPal subscription to avoid recurring charges.
This Agreement may be terminated by:
(a) Customer at any time, without cause
(b) Company, without cause, by giving the other party 30 days prior notice
(c) Company, at any time, upon 20 days prior notice if in the sole judgment of Company, Customer breaches any material provision of this TOS and has not remedied same by the end of the 20 days
(d) Company at any time in the event of nonpayment by Customer
(e) Company, at any time, without notice, if, in Company's sole judgment, Customer is in violation of any terms or conditions in this Agreement and TOS.
In the event Customer's account is terminated for cause or Customer voluntarily terminates his/her account, Customer understands all files and data belonging to Customer may be permanently deleted upon termination without the possibility of recovery.
Bandwidth usage is measured on a monthly basis coinciding with your account's billing cycle. Both incoming and outgoing traffic are counted. Unused bandwidth allocations cannot be carried over to future months, or applied to other servers.
SPAM AND UNSOLICITED COMMERCIAL EMAIL (UCE)
You may not use or permit others to use our network to transact in UCE. You may not host, or permit hosting of, sites or information that is advertised by UCE from other networks. Additionally, it is not acceptable to transmit bulk email through remote SOCKS, HTTP or other similar proxies which in turn make a SMTP connection to the destination mail servers. This technique may result in account suspension or termination. Violations of this policy carry severe penalties, including termination of service. In order to prevent unnecessary blacklisting due to spam, we reserve the right to occasionally sample bulk email being sent from servers.
Violation of this email policy, as outlined in the Acceptable Use Policy ("AUP") will result in severe penalties. Upon notification of an alleged violation of our AUP, RE Designs may restrict customer access to the network to prevent further violations while performing an investigation. If a customer is found to be in violation of our AUP, RE Designs may, at its sole discretion, restrict, suspend or terminate customer's account. Further, RE Designs reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. Company will notify law enforcement officials if the violation is believed to be a criminal offense.
First violations of this policy will result in an "Administrative Fee" of $250 and your account will be reviewed for possible immediate termination. A second violation will result in an "Administrative Fee" of $500 and immediate termination of your account. Users who violate this policy agree that in addition to these "Administrative" penalties, they will pay "Research Fees" not to exceed $175 per hour that RE Designs personnel must spend to investigate the matter.
REFUNDS AND DISPUTES
All payments to RE Designs are nonrefundable. This includes one time setup fees, prepayment fees, and subsequent charges regardless of usage. You shall not be entitled to any refunds, pro-rated or otherwise, in the event of early termination of this agreement by RE Designs according to the terms herein. All overcharges or billing disputes must be reported within 60 days of the time the dispute occurred. If you dispute a charge to your payment provider (chargeback) that, in RE Designs' sole discretion is a valid charge under the provisions of the TOS and/or AUP, you agree to pay RE Designs an "Administrative Fee" of not less than $75 and not more than $200.
COURTESY TRANSFER SERVICE
RE Designs performs all account transfers, account moves, cPanel transfers, server transfers and any other service which involves RE Designs copying files of yours from a third party service to your RE Designs service, hereafter known as a "transfer", as a courtesy service only. By requesting RE Designs to perform a transfer you agree to indemnify and hold harmless RE Designs from any and all liability arising from the transfer and/or copying of your accounts. You also agree RE Designs is not responsible for any issues relating to the transfer of your accounts, both on your RE Designs service and at any other third party service from which RE Designs may be transferring your accounts from, including but not limited to, missing or corrupted files, improperly transferred accounts, any and all fees you may incur from third party services such as bandwidth fees or charges from delays in transferring account, settings or files from third party providers which may not transferred, any downtime or outages, DNS problems, accounts set up on incorrect IP addresses, any issues at third party services which delay or prevent RE Designs from performing the service, or any other issues. RE Designs makes no guarantees regarding the availability of our transfer service or the amount of time it takes to perform transfers. RE Designs can only perform transfers from any service which uses the same control panel that is used on your RE Designs service (ie. cPanel). RE Designs will still provide "best effort" assistance which includes general advice on file transfer and configurations, DNS settings, MySQL database imports, and other general assistance for Clients whose 3rd party service does not use the same server control panel.
CONTENT AND CUSTOMER'S RESPONSIBILITY
RE Designs will exercise no control whatsoever over, nor have any responsibility or liability whatsoever for, the content of the information passing through its network. RE Designs shall make no effort to validate any information passing through its network for content, correctness, usability or for any other reason. Furthermore, RE Designs shall not be held responsible for maintaining backups of customer's data in the event of loss or corruption, and customer accepts sole responsibility for maintaining any such backups.
Customer agrees to use RE Designs' Services, and any information obtained through or from RE Designs websites, at Customer's own risk. Customer acknowledges and understands that neither RE Designs, nor any of its employees, representatives, agents or the like, warrant that the Services offered or provided hereunder will not be interrupted or be error free, nor do they make any warranty or representation as to the results that may be obtained from the use of the Service or as to the accuracy, reliability or content of any information service or product contained in or provided through the Service, unless otherwise expressly stated in this Agreement. RE Designs specifically disclaims all warranties of any kind, including, without limitation, the warranty of merchantability and fitness for a particular purpose, whether expressed or implied, for the Service it is offering or providing hereunder.
EXCESSIVE UPGRADES AND DOWNGRADES
RE Designs does not normally charge any fees for account upgrades and downgrades. However, because upgrading and downgrading acounts can be a labor-intensive and time consuming process, RE Designs reserves the right to charge for upgrades and downgrades at the hourly rate of $75 per hour if Client has made an excessive number of upgrade or downgrade requests. RE Designs, at its sole discretion, will have the final say as to what is considered 'excessive'.
HARASSMENT AND ABUSE
RE Designs does not tolerate abuse of any kind towards its employees. This includes all verbal harassment, yelling, swearing, rudeness, threats, and any intentionally disruptive behavior directed at RE Designs or any of its staff or agents. Client agrees to engage RE Designs in a professional manner whether in email, live chat, forums, or on the telephone. Any abuse will be construed as a violation of this TOS. No refunds will be provided for any service termination which arises as a result of a violation of this clause.
Under no circumstances, including negligence, shall RE Designs, its officers, agents or anyone else involved in creating, producing or distributing the Services be liable to Customer or any third party, for any claims, causes of action, or direct, indirect, incidental, special, consequential, trebled, or punitive damages, that result or have alleged to have resulted from the use of or inability to use the Service; or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, defects, delays in operations, or transmission or any failure of performance, whether or not limited to communications failure, theft, destruction or unauthorized access to RE Designs records, programs or services. RE Designs further shall have no responsibility whatsoever to Customer or any third party for the accuracy or quality of information obtained through or in connection with its Services provided hereunder. THE FEES FOR THE SERVICES SET BY RE Designs UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK, therefore, notwithstanding the above, Customer's exclusive remedies for all damages, losses, costs or causes of actions from any and all claims, whether in contract, quasi-contract, statutory, tort including negligence, or otherwise, shall not exceed the dollar amount which Customer paid during the (1) month in which the claim occurred or the term of this Agreement, whichever is less.
Client acknowledges that the service provided is of such a nature that service can be interrupted for many reasons other than the negligence of the Company and that damages resulting from any interruption of service are difficult to ascertain. Therefore, Client agrees that the Company shall not be liable for any damages arising from such causes beyond the direct and exclusive control of the Company. Client further acknowledges that the Company's liability for its own negligence may not in any event exceed an amount equivalent to charges payable by Client for services during the period damages occurred. In no event shall the Company be liable for any special or consequential damages, loss or injury.
Company is not responsible for any damages your business may suffer. Company does not make implied or written warranties for any of our services. Company denies any warranty or merchantability for a specific purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by Company.
Customer shall defend, indemnify, save and hold RE Designs harmless from any and all damages, demands, liabilities, losses, costs and claims, including, without limitation, reasonable attorneys' fees, compensatory damages, punitive damages, trebled damages, and statutory damages ("Liabilities") asserted against RE Designs, its partners, agents, customers, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed by Customer, its partners, agents, employees or assigns or any product distributed, offered or sold by Customer, its partners, agents, employees or assigns.
Client agrees that RE Designs' failure at any time to enforce any of the provisions of this TOS or any right or remedy available hereunder, or at law or equity, or to exercise any option herein provided, shall in no way be construed to be a waiver of such provisions, rights, remedies, or options or in any way to affect the validity of this TOS. The exercise by RE Designs of any rights, remedies, or options provided hereunder, or at law or equity, shall not preclude or prejudice RE Designs from exercising thereafter the same or other rights, remedies, or options.
You agree that RE Designs is not responsible for any damages, delays, or other failures to fulfill its obligations hereunder as a result of war, fire, strike, riot or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of materials or equipment from suppliers, failures or blackouts, labor disputes, and/or other occurrences beyond its control whether or not similar to those listed above.
Neither this TOS nor any of the rights, interests or obligations hereunder may be assigned by the Client (whether by operation of law or otherwise) without the prior written consent of The Company. The Company may assign this TOS without the consent of Client. Subject to the foregoing, this TOS shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.
In the event of ownership dispute of any hosting account, Company recognizes the person or entity whose name is listed on the billing information at the original purchase of the account. If that entity is not a natural person, such as a corporation or partnership, the official registered agent for that entity, as verified by proper documentation which will be accepted at Company's discretion, shall be recognized as the rightful account holder. Customer further agrees to hold Company harmless from any liability arising from any type of ownership dispute pertaining to their account.
We reserve the right to refuse service to anyone at any time for any reason. The Company is not responsible for data integrity on equipment reclaimed for non-payment. Anything not explicitly stated in this TOS is subject to interpretation at RE Designs' sole and absolute discretion. You, as RE Designs' client, are solely responsible for the content stored on and served by your RE Designs service.
This AUP does not obligate RE Designs to monitor, review, or police the data and content residing on its network, or create any obligation of RE Designs to any party that is not a direct client. RE Designs expressly disclaims any liability for the data and content residing on its network and for the actions of its Users.
The following activities are expressly prohibited, and are considered violations of the AUP. These descriptions are guidelines and are not intended to be exhaustive. RE Designs will be the sole arbiter as to what constitutes unacceptable use.
ILLEGAL ACTIVITY OR CONTENT
The Service shall not be used for any unlawful activities or in connection with any criminal or civil violation. Use of the Service or Network for transmission, distribution, retrieval, or storage of any information, data or other material in violation of any applicable law or regulation (including, where applicable, any tariff or treaty) is prohibited. This includes, without limitation, the use or transmission of any data or material protected by copyright, trademark, trade secret, patent or other intellectual property right without proper authorization and the transmission of any material that constitutes an illegal threat, violates export control laws, or is obscene, defamatory, or otherwise unlawful.
RE Designs expressly prohibits any activities that, in its sole discretion, constitute network abuse. This includes, but is not limited to: (a) Denial of Service attacks or any activities designed to exhaust the resources of a host or network
(b) Any attempt to monitor data or traffic on any network or system without the authorization of the owner of the system or network; (c) Accessing, illegally or without authorization, computers, accounts or networks belonging to another party, or attempting to penetrate security measures of another individual's system.
(d) Port-scanning, vulnerability scanning, and any other activity that may be used as a precursor to an attempted system penetration. (e) Introducing malicious programs into any network or server, such as viruses, worms, trojan horses, and key loggers.
(f) Intentionally or negligently injecting false data into the Internet, for instance in the form of bad routing information or incorrect DNS information.
(g) Forging any e-mail message header, in part or whole, of any electronic transmission, originating or passing through the Network. (h) Executing any form of network activity that will intercept data not intended for the client's server.
Users are prohibited from engaging in improper use or distribution of email. RE Designs will be the sole arbiter as to what constitutes a violation of this provision. This includes, but is not limited to:
(a) Sending of any unsolicited email ("spam"). Any message sent to a recipient from a purchased, rented, licensed, or traded list of email addresses is automatically considered unsolicited.
(b) Hosting web pages advertised within "spam e-mail" sent from another network ("spamvertising")
(c) Using the Service to receive replies from unsolicited emails ("drop-box" accounts).
(d) Configuring any email server in such a way that it will accept third party emails for forwarding ("open mail relay").
(e) Running Unconfirmed Mailing Lists. Subscribing email addresses to any mailing list without the express and verifiable permission of the email address owner is prohibited. All mailing lists run by RE Designs Users must be Closed-loop ("Confirmed Opt-in"). The subscription confirmation message received from each address owner must be kept on file for the duration of the existence of the mailing list.
(f) Purchasing lists of email addresses from 3rd parties for mailing to or from any RE Designs hosted domain, or referencing any RE Designs account, is prohibited.
(g) Operating an account on behalf of, or in connection with, or reselling any service to, persons or firms listed in the Spamhaus Register of Known Spam Operations (ROKSO) database at www.spamhaus.org.
All IRC activity is prohibited. This includes running any type of IRC software including, but not limited to, IRC client software, IRC server software, web-based IRC software, IRC bots such as "eggdrop", and IRC proxies such as "psyBNC".
Proxy Servers are prohibited. This includes, but is not limited to, SOCKS proxies, Squid proxies, Bittorrent Proxies, Tor, and any CGI or PHP proxy scripts.
FACILITATING A VIOLATION OF THIS POLICY
Advertising, transmitting, or otherwise making available any software, program, product, or service that is designed to violate this AUP is prohibited. This includes, but is not limited to, the facilitation of the means to send Unsolicited Bulk Email, initiation of pinging, flooding, mail-bombing, denial of service attacks.
RE Designs accounts operate on shared network resources. Excessive use or abuse of these shared network resources by one customer may have a negative impact on all other customers. Misuse of network resources in a manner which impairs network performance is prohibited by this policy and may result in termination of your account.
RE Designs accounts operate on shared resources. Excessive use or abuse of these shared resources by one customer may have a negative impact on all other customers. You are prohibited from excessive consumption of resources, including CPU time, memory, disk space, and session time. You may not use resource-intensive programs which negatively impact other customers or the performances of the Service or Network. RE Designs reserves the right to limit such activities.
RE Designs may take any one or more of the following actions in response to complaints:
(a) Issue written or verbal warnings
(b) Disable access to a client's content which violates AUP
(c) Remove content which violates AUP
(d) Block mail or any other network service
(e) Null-route client's IP address
(f) Suspend the client's account
(g) Terminate the clients's account
(h) Bill the client for administrative costs and/or reactivation charges
(i) Bring legal action to enjoin violations and/or to collect damages, if any, caused by violations
Any violation of the AUP which results in a client's server being removed or blocked from network access may be subject to reconnection fees as described in the TOS.
The aforementioned list of actions shall not be construed in any way to limit the actions or remedies that RE Designs may take to enforce and ensure compliance with this AUP. RE Designs reserves the right to recover any and all expenses, and apply any reasonable charges in connection with a client's violation of this AUP. No service credits will be issued for any interruption in service resulting from violations of this AUP.
The client agrees to indemnify and hold harmless RE Designs from any claims resulting from the use of the service, which damages the subscriber or any other parties.
RE Designs reserves the right to change this AUP at any time. Such changes, modifications, additions or deletions shall be effective immediately upon posting online at this location. You acknowledge and agree that it is your responsibility to review this site and this AUP periodically and to be aware of any modifications. You may identify whether RE Designs has revised this AUP by noting the "Updated" date above. Your continued use of the site after such modifications will constitute your acknowledgment of the modified AUP, and agreement to abide and be bound by the modified AUP. If you do not agree to these terms, please do not access or use this site or any site on the RE Designs network.
Domain Name Registration Policies
By purchasing RE Designs Domain Registration Package you are acknowledging your agreement to the above as well as the terms and policies of the registrar used, GoDaddy, its Registration Agreement. RE Designs reserves the right to change the Domain Registrar used at any time and amend this section (please refer to Amendments section above). Your domain name will be registered for you in your Billing Account Name.
Web Design, Graphics, & Other Services Policies
By purchasing RE Designs web design, graphics, or other services, you are acknowledging your agreement to the above as well as the following. You agree to answer any questions arising during the services within 2 business days, otherwise you grant RE Designs the option to make any necessary decisions. In such case, RE Designs may also choose to wait for your reply, and you acknowledge that this may cause delays in your project completion. Upon completion of services you have up to one week to request any revisions, if applicable in your purchase, test and review the work, and report any issues. After this time, RE Designs does not have any requirement or obligation concerning the services rendered.