This Website Design Services Agreement (“Agreement”)
is a valid legal agreement between Coattail Creations(“Coattail Creations”)
with a principal business address at 9318 Reservoir Rd, Harrod, OH 45850 and the client, the individual
or single entity ordering Coattail Creations Design Services (“Services”)
either via an on-line order form or via Coattail Creations’s customer
service call center (“Sign-up Process”). This Agreement
governs the client’s purchase and use of Coattail Creations’s
Services ordered by the client during the Sign-up Process.
For purposes of this Agreement, the 'Effective date' shall be that time when the client uses his or her credit card and the payment for use thereof has been successfully made.
The terms of this Agreement shall commence on the Effective Date, as herein defined.
R E C I T A L S
Coattail Creations is a web design company that offers complete website design services
web page coding and implementation
support to initiate such services.
WHEREAS, client chooses to employ the aforementioned Website Design services of Coattail Creations,
WHEREAS, client has carefully reviewed the Terms of Service Agreement and abides by terms and conditions mentioned in this Agreement.
NOW THEREFORE, in consideration of the terms and conditions set forth in this Agreement, Coattail Creations and client agree to the foregoing and as follows:
ARTICLE 1 – GENERAL
1.1 Overview of Agreement. This Agreement
explains the important terms and conditions under which Coattail Creations
shall operate and provide Website Design service, maintenance or hosting package subscribed
to/or applied to by the client It is important that this document
be thoroughly reviewed if client agrees to these terms and
conditions, and is willing to be bound by them.
1.2 This Agreement also declares your consequent obligations as our client in relation to the Website Design service package you purchased.
1.3 Any attempt to amend terms and conditions enclosed in this Agreement and question the said points after the effective date through conflicts or misrepresentation in any other document shall be of no force and void the effects.
1.4 By availing Website Design services of Coattail Creations, and by entering into this page, you, as our client, acknowledge that you have read, understood, and agreed to be bound by all terms and conditions mentioned in this Agreement, as well as any additional rules or policies that may be established by Coattail Creations from time to time. This Agreement, and those that may from time to time be added or modified herein, constitutes the exclusive agreement between the client and Coattail Creations concerning your use of the Website Design Service and shall supersede and govern all prior proposals or agreements made by any of our representatives.
ARTICLE 2 – Coattail Creations WEBSITE
2.1 Content Submission
Coattail Creations will provide Client with Services solely in accordance with the information provided to us online, in written form, via email, and through telephone interviews.
If Client were not able to provide or confirm with Coattail Creations their information that will be used for the development of their website, Coattail Creations will passively create a generic website, referred to as industry-based template with content (IBTC) throughout the rest of the agreement. Client may still alter this template upon contacting Coattail Creations and confirming or providing information needed for the website.
Client agrees to submit all content within ten (10) business days after initial payment for Coattail Creations Website Design Services. Any content submitted after 10 business days will not be included in the Website Design Service. Client agrees any additional content added to the scope of the project will be billed in advance at a rate of $50 per hour.
2.2 Type of Contents
Client and Coattail Creations must work together to complete the website in a timely manner. Client is solely responsible for the contents of your Website and the consequences thereof. Below is a list of acceptable content formats:
Client agrees to provide textual content for all Website pages, limited to an average of 500 words per page, in the following specified format: Microsoft Word for Windows (v95, 97, 2000, and XP); WordPerfect for Windows (v5.x, 6.0); Rich Text Format (*.RTF); Text (*.TXT); or HTM/HTML (*.HTM, *.HTML). Text will not be accepted in other formats. Prices for document typing will be US$ 5.00 per page.
Client agrees to provide all images content for the Website. Coattail Creations will not alter the quality of the images or graphics, but will resize them to fit the chosen template layout. A maximum of 10 images or graphics will be allowed per Website page, including the company logo. Prices for photo or image optimization will be US$ 5.00 per page. Client agrees to provide images/graphics for all Website pages in the following specified format: Photoshop (*.PSD, *.PDD); Bitmap (*.BMP, *.RLE); CompuServe GIF (*.GIF); Photoshop EPS (*.EPS); Photoshop DCS 1.0 (*.EPS); JPEG (*.JPG, *.JPE); PCX (*.PCX); Photoshop PDF (*.PDF, *.PDP); PICT (*.PCT, *.PIC); Pixar (*.PXR); PNG (*.PNG); RAW (*.RAW); Sitex CT (*.SCT); Targa (*.TGA, *.VDA, *.ICB, *.VST); Tiff (*.TIF). Images in other formats will not be accepted.
Client further agrees to pay US $10.00 for every image provided by Coattail Creations. Should client require more than ten(10) images, a discount shall be applied.
Client agrees not to do anything, which would restrict or inhibit any other user from using and enjoying the Internet.
Client further agrees not to use Coattail Creations to send or post any messages or materials that are unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise constitute a criminal offense, give rise to civil liability or otherwise objectionable material of any kind or nature or that encourages conduct that could constitute a criminal offense, infringes on any third party’s intellectual property or publicity/privacy rights, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Should these unlawful acts happen, Client would solely be liable for damages.
Coattail Creations reserves the right to terminate the account if Coattail Creations becomes aware and determines, in its sole discretion, that Client is violating any of the foregoing guidelines. As a condition of use of Coattail Creations Service Client warrants to Coattail Creations that Coattail Creations’s Service will not be used for any unlawful purpose.
Client is responsible for keeping a copy of the most current Website files as backup on a remote system. Coattail Creations is not responsible for any lost files, information, or data. If Coattail Creations’s hosting services has been terminated, or a copy of the website files requested, Coattail Creations will e-mail one copy of the HTML files, graphics, and all other associated aspects of the Website to Client in an email attachment at no charge for the first request. Coattail Creations may provide the copy of the files to Client via CD, at the cost of fifty dollars ($50.00) plus shipping and handling, if so requested.
2.3 Change Requests
Once the initial design phase is completed Client agrees to provide, via email to Coattail Creations, concise feedback and desired changes. If feedback is not received promptly, Coattail Creations is not held liable for any additional costs required to extend the project timeline. However, five (5) free basic update is provided after project completion.
2.4 Billable and Non-Billable Requests.
Coattail Creations understands that Client may request significant design changes to pages that have already built according to earlier specifications. To that end, the scope of acceptable revision requests does not include provisions for “significant page modifications” or creation of additional pages in excess of the agreed maximum pages without additional charges.
If significant page modification is requested after a page has been built to Client’s specification (after the Production Phase), it will be considered a billable request.
2.4.1 A billable request is one that changes the basic structure of the Website such as an additional navigation button or basic design layout change of the Website.
2.4.2 A non-billable change is one that does not affect the layout or navigation of the Website such as swapping out a photo or change text (provided that the modified text still fits within the space originally provided).
Client is encouraged to inquire as to whether a change is billable or non-billable, should there be any doubt. As long as requested before the Acceptance Phase, non-billable changes are free-of-charge. Billable changes on the other hand are not, and will be assessed first and billed separately by the hour.
2.5 Domain Name
Any domain name registered on Client's behalf will be made in Coattail Creations's name for administrative contact. The registrant's contact is generally required to be the hosting ISP or Domain Registrar. For the billing contact, it will be the Client so that email notifications regarding renewal of domain names will be sent directly to the Client. For existing domain name, client is responsible for the renewal.
In the event there is a misspelling of a domain name, while being registered online, you as the customer must register the correct spelling of that name. There are NO refunds issued for misspelled domain names.
You acknowledge and agree that Coattail Creations does not guarantee that you will be able to register or renew a desired domain name, even if our systems indicate that domain name is available, or you are able to complete an order with respect to such name. You also understand that Coattail Creations cannot know with certainty whether or not the domain name which you are seeking to register is simultaneously being sought by a third party, or whether there are any inaccuracies or errors in the domain name registration or renewal process or related databases, including the various WHOIS or other registry databases. You also acknowledge and agree that Coattail Creations is not responsible for any inaccuracies or errors in the domain name registration or renewal process. You are solely responsible for making sure that your registration or renewal is properly processed. You also acknowledge and agree that Coattail Creations is not liable or responsible in any way for any errors, omissions or any other actions by any third party including any registry administrator arising out of or related to your application for and registration of, renewal of, or failure to register or renew a particular domain name.
By applying to register a domain name, or by asking us to maintain or renew a domain name registration, you hereby represent and warrant to us that (a) the statements that you made in connection with such registration, maintenance, or renewal are complete and accurate, and your contact information will be kept current; (b) the registration of the domain name will not infringe upon or otherwise violate the rights of any third party; (c) you are not registering the domain name for an unlawful purpose; and (d) you will not use the domain name in violation of any applicable laws or regulations or Coattail Creations's rules or policies. You agree and acknowledge that it is your responsibility to determine whether your domain name registration or use infringes or violates someone else's rights, including, but not limited to, whether any foreign language translations of your domain name, either between roman-alphabet languages, between non-roman alphabet languages, or between roman-alphabet and non-roman alphabet languages, infringe or violate someone else's rights.
Client shall provide full access to domain name control panel to Coattail Creations for administrative and technical purposes. Client's failure to provide this access shall indemnify Coattail Creations of any liability resulting to downtime. Coattail Creations does not guarantee that any modification made will be reflected should full access be not granted. Lack of access could result to non-visibility of any modifications made.
ARTICLE 3 – PAYMENT TERMS AND FEES
3.1 Terms of Payment
Client agrees to pay Coattail Creations (a) for credit card payments - the first monthly fee of the package plus 1-year domain name registration fee when applicable; (b) for other modes of payment such as check - the full (1-Year) package price plus 1-year domain name registration fee when applicable.
Client further agrees to pay in advance of the time period during which such services are provided. All fees are due immediately and are non-refundable. If Client switches or upgrades the website design package, the monthly service fees shall be prorated. Website and Ecommerce Packages require a 12-month minimum commitment; early termination fees apply amounting to the unpaid balance (remainder) of the total package price.
Client agrees to provide Coattail Creations with current billing and contact information and authorize Coattail Creations to bill all account and related charges to the credit card on file. Client agrees that prepayments will be billed and charged automatically, that Coattail Creations may apply the amount due to the provided card at any time, and will issue no refunds. If the credit card is denied for any reason on the first attempt, Coattail Creations will automatically attempt to resubmit such card within three (3) business days of the original attempt. Should the card be denied again, Client may provide alternative billing arrangements, or Coattail Creations may terminate the account. All files within the account may be deleted on termination.
If Coattail Creations does not receive payment from the card issuer, Client agrees to pay Coattail Creations all amounts due upon demand. Client agrees to pay all attorney and collection fees arising from any efforts to collect any past due amounts to the extent allowed by law.
Client shall own the created website subject of this Agreement only after the first year of subscription.
3.2 Late Payments. Should client fail to pay any fees on the date due for payments, Coattail Creations shall have the right to make use of any or all of the following:
a.) assess and collect charges for the delay in an amount constituting five percent (5%) per month of which amount shall not exceed the ceiling provided by law, when available
b.) suspend or terminate any access to any or all of the services of Coattail Creations,
c.) terminate the herein Agreement without incurring any liability whatsoever arising from the discontinuance of services due to late payments.
3.3 Continuous Payment.The suspension or termination of Coattail Creations services, or of the Agreement, shall not absolve the client from paying any outstanding fees, interests and penalties. Client shall be responsible for any costs for the collection of such fees. Costs herein contemplated shall include, among other expenses rightfully due to Coattail Creations, attorney’s fees, expenses of litigation, and payment of damages.
3.4 Refunds. All monies paid to Coattail Creations are non-refundable.
ARTICLE 4 - LIMITED WARRANTIES
4.1 Customer Warranty
Client represents and warrants to Coattail Creations that:
a) Client has the legal personality or authority, as the case may be, to enter into an Agreement with Coattail Creations and perform its obligations under this Agreement;
b) Client shall use Coattail Creations’s services and products for lawful purposes;
c) Client shall not violate any existing law, rules or regulations of any country where the project is used. Neither shall client shall violate the intellectual property rights of any person, corporation or legal entity;
d) Client warrants that the project herein, or its principal place of business is not located in a country where the activities necessarily arising from the use of the project is prohibited.
e) In any instance client shall receive advise or notice
of any claim with regard the project or Coattail Creations, Client shall
promptly provide Coattail Creations with a written notice of such claim.
f) Client agrees to inform Coattail Creations via email within three (3) days of any changes, alterations or modifications to the homepage or the project in general.
4.2 Coattail Creations Warranty
Coattail Creations warrants that:
a) Coattail Creations has the legal personality and authority to enter into this Agreement and perform its obligations under this Agreement; and,
b) Coattail Creations will perform the services required under this Agreement.
ARTICLE 5 - RECORDS & DOCUMENTS
5.1 Archive. Coattail Creations is not responsible for
the custody, archiving, safe keeping, as well as of returning
or sending to Clients, of documents, graphic work, physical
goods or web pages created for clients and/or sent to Coattail Creations
in any manner or form.
ARTICLE 6 - CANCELLATION
6.1 Cancellation Fee. A 25% fee of the
total project cost is charged to the client for any cancellations
made to answer for costs of set-up requirements and billing
in relation with the Website Design Services where the project
billed has not yet begun.
Payments previously paid are already non-refundable even if project has not been completed prior to cancellation.
To Cancel, Client is expected to send a cancellation notice via email or in writing to the address listed on the Contacts page.
ARTICLE 7 - MISCELLANEOUS
7.1 Taxes. Client will pay, or when necessary, reimburse Coattail Creations for taxes and duties imposed upon and by reason of the performance of Coattail Creations of its services, on all sales, use, transfer, privilege, whether international, national, state or local, except income taxes or gross receipts taxes which may be levied against Coattail Creations.
7.2 Non-Exclusivity. The parties acknowledge and agree that Coattail Creations is providing access to and use of its non-exclusive and non-transferable services to multiple customers.
7.3 Support. Coattail Creations agrees to provide live technical support during normal business hours (Monday-Friday, 9:00AM-4:00PM EST). However, hosting support support/service is 24/7 via the ticket system
7.4 Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, the parts deemed unenforceable shall not affect the validity of the others, unless Coattail Creations, in good faith, deems the unenforceable provision to be essential, in which case Coattail Creations will have the right to terminate this Agreement.
7.5 Notices. Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed delivered: a) upon delivery if delivered in person; b) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; c) upon transmission if sent via telecopier, with a confirmation copy sent via overnight mail; d) one (1) business day after deposit with a national overnight courier; e) upon transmission if sent via e-mail with a telecopy sent the same day, in each case addressed, in the case of Client, the address listed in Coattail Creations’s records, or in the case of Coattail Creations, at 9318 Reservoir Rd. Harrod, OH 45850.
7.6 Assignment. Client will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without Coattail Creations’s prior written consent, which consent may be withheld, delayed or conditioned in Coattail Creations’s discretion. Coattail Creations shall have the right to assign this Agreement, in whole or in part, to a third party at any time upon written notice to Client.
7.7 Force Majeure. Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.
7.8 Waiver. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by an authorized representative of Coattail Creations. The parties expressly disclaim the right to claim the enforceability or effectiveness of: a) any amendments to this Agreement that are not executed by an authorized representative of Coattail Creations and Client; b) any oral modifications to this Agreement; and c) any other amendments that are based on course of dealing, waiver, reliance or similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement.
7.9 Governing Law & Dispute Resolution with Third Party Licensors. This Agreement shall be interpreted and construed in accordance with the laws of the State of California without regard to conflict of law principles. The parties agree that all disputes arising out of this Agreement shall be brought only in the district and federal courts located in or for Lima, OH.
7.10 Non-solicitation. Client agrees that during the term of this Agreement and for a period of twelve (12) months after the expiration and non-renewal or termination of this Agreement, Client shall not solicit or attempt to solicit any employee or consultant of Coattail Creations. Client further agrees that a violation hereof shall entitle Coattail Creations to claim the amount of $100,000.00 as liquidated damages.
7.11 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.
7.12 Abuse of Traffic and/or Storage. The intention of Coattail Creations is to provide a large space to serve Website documents, not an offsite storage area for electronic files. All of your Website pages (html) must be 'linked' with files (GIF, JPEG, etc.) stored on Coattail Creations's server. This policy does ONLY apply to Websites that are considered to be abusing services – bandwidth in particular. It is NOT applicable to photo galleries, even if several megabytes of storage space are in use. Websites that are found to contain either no HTML documents or a large number of unlinked files are subject to warning, suspension or cancellation at the sole discretion of Coattail Creations management. Traffic will be monitored per month. Thereafter, normal data transfer cost of $5.00/1GB will apply. Unless special agreement has been met, traffic overages will be billed in blocks of 5GB and cannot be prorated.
7.13 Modification of Terms. Coattail Creations reserves the right to modify this Agreement at any time and without advance notice, effective upon making the modified provisions available on the Coattail Creations Website. You are responsible for regularly reviewing these documents. Continued use of Services after any such changes shall constitute your consent to such changes. Coattail Creations does not and will not assume any obligation to notify you of any changes to this Service Agreement.
7.14 Data Backup. Your use of the service is at your sole risk. Coattail Creations is not responsible for files and data residing on your account. You agree to take full responsibility for files and data transferred and to maintain all appropriate backups of files and data.
ARTICLE 8 - COPYRIGHTS AND TRADEMARKS
8.1 Coattail Creations will use content approved by you
to complete your Website. Any such images and text shall remain
your property. You represent to Coattail Creations and unconditionally guarantees
that any elements of text, graphics, photos, designs, trademarks,
or other artwork furnished to Coattail Creations are owned by you, or that
you have permission from the rightful owner to use each element(s),
and will hold harmless, protect and defend Coattail Creations from any claim
or suit arising from their use.
ARTICLE 9 - DISCLAIMER
DISCLAIMER EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
THE Coattail Creations SERVICE PROVIDED IS PROVIDED ON AN “AS IS”,
“AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT. Coattail Creations EXPRESSLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY THAT THE Coattail Creations SERVICE WILL BE ERROR-FREE,
TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN
INFORMATION GIVEN BY Coattail Creations, ITS EMPLOYEES, LICENSORS OR AGENTS
WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION
OR ADVICE. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL
Coattail Creations, OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM
THE USE OF OR INABILITY TO USE THE Coattail Creations SERVICE, INCLUDING
BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON
THE Coattail Creations SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS,
INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE
TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR
TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT
LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION
OR UNAUTHORIZED ACCESS TO Coattail Creations RECORDS, PROGRAMS OR SERVICES.
YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER
OR NOT Coattail Creations IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES
AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE
FROM Coattail Creations AND ITS AFFILIATES. UNDER NO CIRCUMSTANCES, UNDER
THE TERMS OF THIS AGREEMENT, SHALL DAMAGES INCLUDE LOSS OF
BUSINESS, OR LOSS OF PROFITS WHETHER BASED ON BREACH OF AGREEMENT,
BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE,
NOR SHALL Coattail Creations’S LIABILITY TO YOU EXCEED THE AMOUNT
PAID BY YOU TO Coattail Creations DURING THE THREE (3) MONTH PERIOD PRIOR
TO WHEN THE ACTION AROSE. THE TERMS OF THIS SECTION SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.
ARTICLE 10 - INDEMNIFICATION
10.1 Client agrees to defend, indemnify
and hold harmless Coattail Creations against any and all claims, losses,
penalties, causes of action, damages, liability, costs, expenses
(including but not limited to reasonable attorneys’
fees) or claims caused by or resulting indirectly from your
use of the Service, without limitation or exception, including
your violation of any third-party’s rights, (including,
without limitation, infringement of any copyright trademark,
service mark, trade secrets, right of privacy or publicity
or any other third party right). The terms of this section
shall survive the termination of your relationship with Coattail Creations.
10.2 By completing our online sign up form, or confirming an order by phone, and giving us the credit card information, it indicates that Client has read and understood the Coattail Creations Service Agreement and thus is bound by the terms and conditions stated herein. All transactions entered to us using Client's credit card are binding. The undersigned agrees to the terms and conditions contained in this Service Agreement. The undersigned also states that he or she is empowered to enter into this agreement on behalf of the organization or business.
ARTICLE 11 - LIMITATION OF LIABILITY
Coattail Creations SERVICES' LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT
DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE
AMOUNT PAID BY CLIENT TO Coattail Creations THROUGH THE DATE Coattail Creations SERVICES'
LIABILITY TO CLIENT ACCRUES. IN NO EVENT SHALL Coattail Creations BE LIABLE
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.
ARTICLE 12 - CONFIDENTIAL INFORMATION
12.1 "Confidential Information", as contemplated in this Agreement, shall include the terms of this Agreement, any services provided by Coattail Creations, the prices and fees charged under this Agreement, any other materials marked confidential by Client or Coattail Creations and any other information conveyed under this Agreement that is identified in writing as confidential at the time of its conveyance.
12.2 Each party acknowledges and agrees that:
a) the Confidential Information constitutes valuable trade secrets of the party owning such Confidential Information;
b) it will use Confidential Information solely in accordance with the provisions of this Agreement; and
c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party's prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party's Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care.
12.3 Confidential Information will not include information that is:
a) publicly available;
b) already in the other party's possession and not subject to a confidentiality obligation;
c) obtained by the other party from any source without any obligation of confidentiality;
d) independently developed by the other party without reference to the disclosing party's Confidential Information; or
i) required to be disclosed by order of a court or other
governmental entity; provided no less than ten (10) days written
notice is given to the party owning such Confidential Information
so that such party may obtain a protective order or other
ARTICLE 13 - TERMINATION & BREACH OF CONTRACT
13.1 Termination by Coattail Creations. Coattail Creations shall have the right, upon written notice to Client, to terminate this Agreement, sue and/or make client liable for breach, if:
a) Client fails to comply with its payment obligations under this Agreement;
b) Client materially breaches any term or condition this Agreement;
c) Client terminates or suspends its business activities, becomes insolvent, or becomes subject to any bankruptcy or insolvency proceeding, or assigns the project to creditors, or becomes subject to direct control of a trustee, receiver or similar authority.
d) Client infringes or duplicates the website subject of this Agreement, while having an outstanding balance, within one year from effectivity date of this Agreement.
13.2 Termination by Client. Client shall have the right, upon written notice to Coattail Creations, to terminate this Agreement if Coattail Creations is in material breach of this Agreement and it fails to remedy such material breach within thirty (30) calendar days of its receipt of such written notice.
13.3 Survival. Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, unless contrary to the pertinent provisions herein stated.
13.4 Abandonment of Project. A project manager will be working with the client in every phase to assure that requests are processed. However, if any response or approval is not received from the client for more than 30 days, the project will be considered finished.
You agree to maintain Service for an initial term of one (1) year. After the initial term, Service will automatically renew for successive annual periods. You may terminate the Service at the end of the initial term or at any time during any renewal term by providing not less than thirty (30) days written notice to Coattail Creations. The termination notice must be sent to the information on the Contacts page. If you terminate your Service prior to the end of the initial term, you will be liable for an early termination fee amounting to the unpaid balance of the total package price.
Web Design Clients
CGI Scripts: Each account comes with its own cgi-bin. You are free to use any CGI scripts you wish, however we reserve the right to disable any CGI script that effects normal server operation without prior warning.
Banned Scripts: The following scripts are banned from use on our servers and may not be uploaded or run. Reasons for banning them include adverse effects on server load, invitations to hackers/spammers/criminal activity, etc. IRC egg drops
Telnet or SSH Access Scripts
nph-proxy (and other scripts what operates like proxy)
UBB (Ultimate Bulletin Board, all versions)
FormMail.cgi, FormMail.pl from Matt's Script Archive are not allowed.
Background Running Programs: Background daemons in general are prohibited, we will consider requests on a one on one basis. If allowed extra charges will be assessed based on resources on system maintenance needed.
IRC:We currently do not allow IRC or IRC bots to be operated on our servers.
Commercial Advertising - Email: Our servers may not be the source, intermediary, or destination address involved in the transmission of spam, flames, or mail bombs. Your domain may not be referenced as originator, intermediary, or reply-to address in any of the above. SPAM /illegal content advertising sites on other servers which in turn contain links to a domain on our servers is prohibited. We consider spam any mass unsolicited message in the mediums of Newsgroups and Email. If you are found to have spammed, then we will immediately, without warning, disable your domain. In addition, we will impose a $100 penalty for each spam policy violation. We reserve the right to refuse or cancel service to known spammers. Lastly, we reserve the right to determine what violates this policy. As such, any violation will result in immediate deactivation of services without refund. Server Abuse: Any attempts to undermine or cause harm to a server is strictly prohibited.
Web Hosting Clients
Coattail Creations uses a 3rd party for its hosting. ALL SLA's and responsibility of up-time lies solely in their hands and Coattail Creations is not responsible for downtime, data loss, etc....
Payments and Fees: Establishment of this service is dependent upon receipt by the Company of payment of stated charges. Subsequent payments are due on the anniversary date of the month for that month's service.
Failure to Pay: The Company may temporarily deny service or terminate this Agreement upon the failure of the Customer to pay charges when due. Such termination or denial will not relieve Subscriber of responsibility for the payment of all accrued charges. Service will be interrupted on accounts that reach 3 days past due.
Cancellations: The customer may choose to cancel at anytime. To cancel your account, send a ticket to the Billing Department. All cancellations, within the first 15 days of service will be issued a full refund. Cancellation requests MUST be submitted 5 days PRIOR to billing date. If the cancellation request is sent in less than 15 days before the billing date Customer will be assessed the next month's payment fee.
SPAM: Coattail Creations takes a zero tolerance approach to the sending of spam email using the Company's servers. Very simply this means that customers of Coattail Creations may not use or permit others to use our network to transact in spam emails. Customers of the Company may not host, or permit hosting of, sites or information that is advertised by spam from other networks. Violations of this policy carry severe penalties, including termination of service.
As our Customers are ultimately responsible for the actions of their clients, while using the Company servers it is advisable that Customers develop a similar, or stricter, policy for their clients.
Bandwidth and Disk Usage: Customer agrees that bandwidth and disk usage shall not exceed the number of megabytes per month for the Services ordered by Customer. Coattail Creations will monitor Customer's bandwidth and disk usage. Each extra gigabyte of bandwidth exceeding the limit will be billed at $2.50 per gigabyte. Customer will be billed $2.50 for each extra 100megs space exceeding the limit for over 3 days. Over-usage fees will be billed at the end of the month. Failure to pay will result in account suspension.
System and Network Security: Users are prohibited from violating or attempting to violate the security of any network. Violations of system or network security may result in civil or criminal liability. Coattail Creations will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. These violations include, without limitation:
Accessing data not intended for such User or logging into a server or account, which such User is not authorized to access.
Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.
Attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, "flooding", "mail bombing" or "crashing".
Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
Taking any action in order to obtain services to which such User is not entitled.
Notification of Violation:
Coattail Creations is under no duty to look at each customer's or user's activities to determine if a violation of the AUP has occurred, nor do we assume any responsibility through our AUP to monitor or police Internet-related activities.
First violation: Any User, which the Company determines to have violated any element of this AUP, shall receive an email, warning them of the violation. The service may be subject at the Company's discretion to a temporary suspension pending a User's agreement in writing, to refrain from any further violations.
Second Violation: Users that the Company determines to have committed a second violation of any element of this Acceptable Use Policy shall be subject to immediate suspension or termination of service without further notice.
Suspension of Service or Cancellation:
Coattail Creations reserves the right to suspend access to any customer if in the judgment of the the Company system administrators the customer's account or server is the source or target of the violation of any of the other terms of the AUP or for any other reason which the Company chooses. If inappropriate activity is detected, all accounts of the Customer in question will be deactivated until an investigation is complete. Prior notification to the Customer is not assured. In extreme cases, law enforcement will be contacted regarding the activity. The customer will not be credited for the time the customer's accounts or servers were suspended.
Coattail Creations reserve the right to refuse service to anyone for any reason not prohibited by law. We also reserve the right to terminate service to any customer for any reason not prohibited by law. You agree to use all the Company services at your own risk. Coattail Creations specifically disclaims all warranties of merchantability and fitness for a particular purpose. In no event shall the Company be liable for any loss, or loss of data, or other commercial damage, including but not limited to special, incidental, consequential or other damages. Customer agrees that it shall defend, indemnify, save and hold the Company harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees asserted against the Company, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by customer, it's agents, employees or assigns. Customer agrees to defend, indemnify and hold harmless the Company against liabilities arising out of:
1. any injury to person or property caused by any products sold or otherwise distributed in connection with the Company's servers;
2. any material supplied by customer infringing or allegedly infringing on the proprietary rights of a third party;
3. copyright infringement and
4. any defective products sold to customer from the Company's server.
Coattail Creations shall be the sole arbiter as to what violates this Policy.
You must provide us with, and keep current, good contact information for you. E-mail contacts are used.
Coattail Creations is not responsible for the content of any other websites linked to the the Company servers; links are provided as Internet navigation tools only. Coattail Creations disclaims any responsibility for any such inappropriate use and any liability to any person or party for any other person or party's violation of this policy.
Coattail Creations is not responsible for any damages your business may suffer. The Company does not make implied or written warranties for any of our services. Coattail Creations 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 the Company.
It is absolutely forbidden to host pornographic content or IRC servers on Virtual Accounts. Virtual Accounts found hosting this material will be subject to immediate cancellation without refund.
Responsibility for Content:
You, as the Company's Customer, are solely responsible for the content stored on and served by the Company's server.