These are the standard Terms of Service that are agreed to between HitBridge, LLC – D.B.A. Everything Websites (“EWC”), located at 9055 Locust Street, Suite B5, Elk Grove, CA 95624, United States and your Company (“you” or “your” or “Company”). By signing the Service Agreement and/or paying on a month-to-month basis for one of EWC’s Website Subscription Packages (“WSP”) or other services, your Company agrees that it has carefully read and agrees to these Terms of Service.
EWC offers several different WSP’s, so some of the terms outlined may or may not apply to your Company’s selection. These Terms of Service pertain to EWC’s Month-to-Month WSP and website hosting services. If your Company has any other service with EWC such as Search Engine Optimization (SEO), your Company will need to refer to the agreement your Company was provided upon initiating that service.
- Website Subscription Package (“WSP”): Monthly service plan for a website and hosting of site that may or may not include other services depending on the plan your Company selected.
- SEO: An acronym for Search Engine Optimization, is the process of affecting the visibility of a website or a web page in a search engine’s “natural” or un-paid (“organic”) search results.
2) Scope and Manner of Services
- WSP Included Services. EWC is providing your Company the monthly website subscription plan, which you agreed to at the time you provided your payment information and agreed to a monthly payment plan for said service. For a complete list of a services included in the WSP, refer to the URL listed for the plan your Company selected: AIO: http://EverythingWebsites.com/all-in-one/; RTO: https://everythingwebsites.com/websites/; MM: https://everythingwebsites.com/websites/. Additional services or website functionality that is not listed at are subject to additional fees.
- Business Listing Service. EWC may create accounts and post business information to multiple listing services, search engines, and data aggregates. You agree that EWC represents your Company when conducting this service. You allow EWC full rights to act on your Company’s behalf with any listing service, search engine or data aggregate EWC chooses to create post and submit your Company’s information to. The Business Listing Services and the amount of Business Listing Service entries are subject to change at any time for any reason, including discontinuance.
- Business Listings. Any or all Business Listings submitted by EWC on behalf of the Company may be copied, aggregated, or transposed to other listing services available on the internet; beyond the control of EWC. You acknowledge that once Business Listings are submitted, EWC is not (and cannot be) held liable to remove any internet publication(s) done by EWC on behalf of the Company. This includes before or after termination of this agreement. You agree that EWC cannot and will not be held liable in any way for backlinks or business listing submissions created on your Company’s behalf by EWC. You will be provided all the access information required for changes or updates made to Listing Service Accounts if possible, and EWC assumes no further actions, rights, or liability.
- WSP and Website Development. EWC will develop your website to include the services as outlined in the EWC Questionnaire that was filled out with you by a EWC representative and/or listed for your specific WSP as selected by your Company per Section 2.1. Custom technical functions beyond what is listed may incur additional charges. You acknowledge that EWC reserves the right to charge extra costs for functionality or edits beyond those in the list of services. EWC will provide you a cost estimate of any extra charges. EWC, in good faith, applies industry standards to any and all estimates and reserves the right to define services that are beyond those listed on the EWC WSP plan your Company per Section 2.1.
- Website Maintenance and Updates. EWC will host and make routine updates to your public website, limited to specific monthly allowance hours and a maximum of 2 requests per month. Requests must be submitted via email to EWC and each email is considered a separate request. For specific monthly allowance hours, refer to the plan your Company selected per section 2.1. Monthly allowance hours expire each month and do not roll over to the subsequent month or accumulate. Updates to your Company website(s) are limited to changing text content, replacing or removing images. Changes to technical functionality, background or design images or implementation of any new or otherwise non-existent functionality or layout are not included with typical maintenance and require a separate quote and agreement withstanding and not included within this Terms of Service. Any and all time that is beyond the monthly allotment of maintenance hours is billed at a rate as quoted by EWC, and charged to the billing information on file.
- Additional Fees. You agree to be responsible for any fee and payment terms that are described herein, during the initial registration process for services, and/or subsequently agreed to or requested by you. Any service fees are exclusive of any sales or other taxes (other than taxes that we are responsible for by providing such services.
- The WSP is not SEO. You acknowledge that there are no performance guarantees within any search engine for services performed as only the individual search engine providers can guarantee results. Company understands that EWC makes no guarantee of Website performance within any search engine; specifically Google. The WSP does not include ongoing search engine optimization (SEO) services that are necessary for search result rank improvement. A WSP is a website & hosting, not SEO.
3) Term and Termination
The term of this Terms of Service is effective as of the date you registered for the Service and shall remain in full force and effect until terminated by either party in accordance with this Section.
- Termination by You. You may terminate this Terms of Service at any time for any reason, and the Company Website by EWC will immediately be taken offline from the internet.
- Termination by EWC. EWC reserves the right to terminate service at any time. Prior to termination of service, EWC may provide notice of termination thirty (30) days in advance via the email address you provided.
- Payment of Fees Cease Upon Termination. Upon termination of your relationship with EWC pursuant to this section (Section 3), you shall immediately cease WSP monthly payments. Upon termination of this Terms of Service pursuant to Section 3, any portion of fees owed but not yet paid to EWC shall become due and payable to EWC and will be automatically charged to your billing account on file.
- Month to Month. The WSP is a month-to-month service, your subscription payment is paid at the beginning of each month’s service.
- Termination Notice. All service terminations must be done via a phone call to EWC. Contact EWC customer service during regular business hours, 9am – 4pm (PST) Monday to Friday at: 888-497-2999
- AIO Only – Website Development and Transfer Fee. For EWC to transfer or for Company to obtain license free usage of their AIO WSP website files & code, the Company must pay EWC a “Website Development & Transfer Fee” of $3,600.00 minus the amount of WSP monthly payments already owed & paid to EWC, or $299.00, whichever is greater.
- RTO Only – Pay Off Balance Met. For EWC to transfer or for Company to obtain license free usage of their RTO/WSP website files & code, the Company must pay the full RTO Pay Off balance of $3,600.00. Once the Pay Off balance of $3600 is met, Company is notified via email that the website developed by EWC is license free and the Company may freely move the website and all of the website code from EWC servers. If Company does not request to move or receive the website and website code, the WSP plan automatically changes to a Monthly Maintenance (MM) WSP plan starting in the subsequent billing cycle (month).
- Refunds and Proration. There are no refunds or prorated payments. All payments are final for all EWC services. Terminating a WSP service, ends that service on that date the termination was given to and processed by EWC.
- Your Approval and Communication with EWC. Your approval is necessary during the Website build and again upon release of the final website. EWC will continue to bill month-to-month for your WSP regardless, even if you do not communicate to EWC. You and your Company are required to communicate promptly with EWC to ensure delivery of your website.
4) Use of the Service & Ownership
- Limited Licensed Ownership (excluding MM). Company is the limited licensed owner of the WSP Website files and code, limited only to usage on a EWC hosting server. Otherwise any duplication or likeness in any other form of publication is expressly prohibited and considered a breach in agreement. If you were to breach the agreement and violate the limited license, you are subject to the Website Development and Transfer Fee (AIO) or the Pay Off Balance (RTO) as well as any legal or technical fees that may apply to remedy the license violation.
- Website Content. All Website text content and imagery is owned by the Company. Company states that it has obtained permission to use any third-party trademarks or logos and the usage of them upon the Website as provided by Company does not in any way imply any license, approval or other relationship of any kind by EWC.
- Trademarks and Logos. The appearance of any third-party trademarks as provided by you does not in any way imply any connection, license, approval or other relationship of any kind by EWC. The trademarks, service marks, logos, and any designs used or displayed on the Service are not trademarks and/or service marks owned by EWC or its licensors. Nothing in this Terms of Service shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of our trademarks displayed on the Website without each party’s prior written consent in each instance. Company shall be responsible for timely notifying EWC of any copyright, legal notices or disclaimers that Company requires to be included in the Service or Website.
- Usage Restrictions (excluding MM). You shall not copy, prepare derivative works, decompile or reverse engineer the Website without the expressed written approval of EWC. Your use of EWC’s WSP is limited solely to those rights granted in this section (Section 4). You will not remove any trademark, copyright, or other proprietary rights notices which appears on the Service. In addition, you agree not to use EWC’s services for any unlawful or fraudulent purpose including, but not limited to: (a) impersonating any person or entity or (b) harvesting or collecting any personal information in violation of applicable law.
- License to Content. You hereby grant EWC a limited, non-exclusive, worldwide, paid-up, royalty-free, transferable (in the event of a sale or other change of control of EWC’s business), perpetual, irrevocable right and license to use, copy, publish, distribute, syndicate, reformat and update (for example, to improve accuracy and/or standardize formats) any and all listing content, special offer content and other content that you provide in connection with the use of the website. EWC may sub-license this right to any entity and other online partners. This license is expires at the termination of this Service Agreement.
- Domain. EWC may, upon request by you, purchase the domain a.k.a. URL used for the website address. If you are current in your billing and otherwise in good standing with EWC, EWC will willingly transfer the domain to you at any time upon request at no additional cost. If you are in breach of contract or owe outstanding payment to EWC, EWC reserves the right to keep any and all domains a.k.a. URLs as purchased and already owned by EWC.
5) Marketing Materials Acknowledgement
You explicitly authorize EWC to use your website or likenesses of your website that was designed by EWC in any EWC marketing materials including portfolios presented to potential clients.
6) Approval of Changes to Website
- Edit Approval. EWC will send via email a notification of new or updated Website content to the email address you provided. You will have two (2) business days from the email receipt date to notify EWC if changes are required, otherwise EWC will close out Company’s edit request as approved.
- Edit Requests. If you request any changes to your website, including new or updated content, EWC will make the requested changes as requested. Edits are published directly online to the live Website. EWC will notify you when the change is made, but no mock-ups or drafts will be provided for approval. Your request for the change is your approval. If the change contains any error or mistake, you must immediately, but no later than two (2) business days after the notice of the changes, notify EWC of the error or mistake. Regardless, EWC is not responsible for any damages caused by any edit request mistake or typo, including loss of revenue or sales.
7) Updates or Website Changes
- Website Edits. Updates or edits to the Website include but are not limited to text content, graphics, layout, code or links to external content. All requested updates from you must be submitted by email to EWC at email@example.com & may be subject to fees per Section 2.
- Monthly Allowance. The monthly allotment of hours dedicated to maintenance is pursuant to Section 2 above. Unused hours expire each month.
- Prioritization. EWC reserves the right to prioritize your update/change request, but will generally complete it within five (5) business days.
8) Changes to the Service and Prices
- EWC reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the WSP (or any part thereof).
- Prices of all services, including but not limited to monthly subscription plan fees to the service, are subject to change upon thirty (30) days email notice from EWC.
- EWC shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the service after notice has been provided as provided within this Section.
- EWC will provide web hosting for your Company or entity website(s).
- EWC reserves the right to refuse service and /or access to its servers to anyone. EWC does not allow any of the following content to be stored on its servers:
- Illegal Material – Including copyrighted works, commercial audio, video, or music files, and any material in violation of any Federal, State or Local regulation.
- Miscellaneous content – Including pirated software, ROMS, emulators, phreaking, hacking, password cracking, IP spoofing, etc. and encrypting of any of the above. Also includes any sites providing “links to” or “how to” information about such material.
- Web hosting companies occasionally implement changes on servers which may require minor adjustments to your website code by EWC. Occasional “down-time” or other problems requiring the assistance of EWC may also occur. These changes may, at the discretion of EWC, be billed at EWC’s current hourly rate, as quoted by EWC.
- EWC shall not be responsible for any loss of business or other damages resulting from “down-time” or other technical problems related to the host server, whether caused by the web hosting Company or by broader Internet problems beyond our control.
- Customers are limited to up to 1.5 gigabytes disk space (storage space) and 9000 megabytes bandwidth per month. This is “Hosting” included in the WSP and it includes WSP email accounts and the Website. Customer websites requiring higher disk space and/or bandwidth limits, are subject to additional fees as quoted by EWC.
10) Protection of Proprietary Rights
- Definition of Confidential Information:“Confidential Information” as used in this Terms of Service shall mean any and all technical and non-technical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, computer files and models, and formula related to the past, current, future and proposed products and services of your Company, suppliers and customers, and includes, without limitation, innovations, property, and information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information.
- Confidential Information – Exclusions:EWC’s obligations with respect to any Confidential Information shall not apply to any such portion which EWC can demonstrate, (a) was in the public domain at or subsequent to the time such portion was communicated to EWC by you through no fault of EWC; (b) was rightfully in EWC’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to EWC by you; or (c) was developed by EWC independently of and without reference to any information communicated to EWC by you. A disclosure of Confidential Information by EWC, either (i) in response to a valid order by a court or other governmental body, (ii) otherwise required by law, or (iii) necessary to establish the rights of either party under this Terms of Service, shall not be considered to be a breach of this Terms of Service or a waiver of confidentiality for other purposes; provided, however, that EWC shall provide prompt prior written notice thereof to you to enable you to seek a protective order or otherwise prevent such disclosure.
11) Warranty By You As To Ownership Of Intellectual Property Rights
You must obtain all necessary permissions and authorities in respect of the use of all copy, logos, graphic images, registered Company logos, names and trademarks, or any other material that you supply to us to include in your website or web applications. You must indemnify us and hold EWC harmless from any claims or legal actions related to the content of your website.
12) Billing Period
- Terms. All subscriptions are month to month and billed on or near the same calendar day each month as the effective date. The effective date is the same calendar day that your subscription was initiated. For purpose of clarity and by example, if your subscription was initiated on the 15th of the month, then your account on file will be billed the 15th day of the subsequent month. Should the billing date fall on a weekend or is not a calendar day in the following month (e.g. the 31st), then your account will be billed either the proceeding or subsequent business day. You are billed in advance of the following month of service. If for whatever reason your account is not billed and payment is not made, and/or outstanding subscription payments are owed to EWC, for two consecutive months or billing cycles; EWC will suspend your account and remove your website from public view (go offline) until all outstanding subscriptions payments are current. EWC reserves the right to change the term of future Billing Periods at any time by providing you at least thirty (30) days advance written notice.
- Suspended WSP Accounts and Websites. If your account and website are suspended due to an overdue billing issue, you are required to make full payment for the total amount owed and then your website will go back online (for public view). If not paid, your account debt may be sold and turned over to a third party debt collections agency.
13) Disclaimer and Limitation of Liability.
THE SERVICE AND ANY OTHER SERVICES PROVIDED BY EWC IN CONNECTION WITH THIS AGREEMENT ARE SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT UNDER APPLICABLE LAW, EWC MAKES NO, WARRANTIES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF ABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT), COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT OR ANY OTHER LAWS FROM ANY JURISDICTION GOVERNING WEBSITE ACCESSIBILITY, GUARANTEES, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, ORAL OR OTHERWISE. EWC’S WEBSITES, DATABASES AND/OR THIRD PARTY PROGRAMS CONTAINED WITHIN THE SERVICE MAY CONTAIN BUGS, ERRORS, PROBLEMS, AND/OR OTHER LIMITATIONS. EWC SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY THIRD PARTY FOR ANY OTHER PARTY’S SECURITY METHODS AND PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY’S USE OF, OR INABILITY TO USE, EWC’S WEBSITES, DATABASES AND/OR PROGRAMS. EWC DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, THAT ANY OTHER PARTY’S SECURITY METHODS, PRIVACY PROTECTION PROCEDURES AND/OR ANY PARTY’S USE OF EWC’S WEBSITE, DATABASES AND/OR PROGRAMS WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT SHALL EWC OR ANY OF EWC’S WEBSITE DESIGN & DEVELOPMENT, SEO, AND BUSINESS LISTINGS BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, EVEN IF EWC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EWC WILL NOT BE LIABLE, OR CONSIDERED IN BREACH OF THE AGREEMENT ON ACCOUNT OF A DELAY OR FAILURE TO PERFORM UNDER THE AGREEMENT, AS A RESULT OF CAUSES OR CONDITIONS THAT ARE WITHIN OR BEYOND EWC’S CONTROL. IN ADDITION, AND NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, EWC’S LIABILITY UNDER ANY CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO $500. TO THE EXTENT ANY LIABILITY OF EWC CANNOT BE DISCLAIMED, EXCLUDED OR LIMITED UNDER APPLICABLE LAW, SUCH LIABILITY SHALL BE DISCLAIMED, EXCLUDED AND LIMITED TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
14) Arbitration Clause
All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the State of California through the American Arbitration Association, or other forum mutually agreed to by the parties. An award of arbitration may be confirmed in a court of competent jurisdiction. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs.
Company will defend, indemnify, and hold harmless EWC, including respective EWC affiliates, and respective officers, directors, members, managers, employees, sub-licensees, and agents (collectively, “Indemnified Parties”) from and against any and all claims, actions, losses, liability, damages, fines, costs, and expenses (including attorney’s fees and expenses) arising from or related to: (a) any breach of the Agreement (including, but not limited to, any representations and warranties made herein); (b) any violation of or compliance with any law or regulation, arising from or in connection with Company’s participation in the Website and/or SEO efforts Service; (c) any allegation arising from or relating to any listings or other content provided by Company, including, but not limited to, any allegation that any listings content or other content provided by or on behalf of Company infringes or otherwise violates any trademark, trade name, service mark, copyright, license, trade secret, right of privacy or publicity or other intellectual property or proprietary right of any third party, constitutes false advertising, is defamatory and/or is in violation of any law or regulation; (d) noncompliance with the Americans with Disabilities Act or any other laws from any jurisdiction governing website accessibility; (e) any claim by any third party related to Company or Company’s products or services; and/or (f) any third party dispute with Company, any injury suffered by a third party at Company’s place of business or any other related issue.
16) Representations and Warranties
You represent, warrant, and covenant that at all times during the term of this Agreement:
(a) You have the full power and authority to act on behalf of your Company or entity and to bind you to this Agreement;
(b) You have the full power and authority to conduct your business, to enter into this Agreement, and to perform your obligations under this Agreement;
(c) Your execution, delivery, and performance of this Agreement will not conflict with or violate: (i) any provision of law, rule or regulation to which you is subject; (ii) any order, judgment or decree applicable to you ; (iii) any provision of your organizational documents; or (iv) any agreement or other instrument applicable to you; and
(d) You and Company Website will comply with all applicable federal, state and local laws, rules, regulations, court orders, judgments and decrees of any applicable jurisdiction.
17) General Provisions
- All notices to EWC shall be sent to mailto:firstname.lastname@example.org, attention: Partners. Any notices to Company shall be satisfied by sending an email to the email address specified in your inbox and shall be deemed received when sent.
- Company participation in the Website and any other EWC service shall be subject to all applicable policies as set forth by EWC in this Terms of Service. These Terms of Service may be modified by EWC at any time without notice. These Terms of Service can be found on any of EWC’s websites. You should review the Terms of Service regularly. By Company’s continued participation in a EWC Service, it agrees to all of the associated provisions contained within these Terms of Service effective at that time.
- Company agrees, acknowledges, and warrants that EWC accepts no responsibility for (a) the legality of recording, monitoring, storing, and/or divulging telephone calls and (b) the legality of the language used in the recorded notification as these services and content pertain to federal, state, and local laws. Company agrees, acknowledges, and warrants by using the Services that Company has reviewed the legality of recording, monitoring, storing, and divulging telephone calls, and that Company and EWC are permitted to engage in those activities, and that Company shall use the Services in compliance with federal, state, and local laws.
18) Governing Law
The Service Agreement and these Terms of Service shall be governed in all respects by the laws of the State of California. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the courts located in California, except that in actions seeking to enforce any order or any judgment of such courts located in California, such personal jurisdiction shall be nonexclusive.
If any provision of the Service Agreement or Terms of Service is held by a court of law to be illegal, invalid, or unenforceable, (a) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (b) the legality, validity, and enforceability of the remaining provisions of the Service Agreement or these Terms of Service shall not be affected or impaired thereby.
20) Waiver Modification
No waiver, alteration, or modification of any of the terms of the Service Agreement or these Terms of Service shall be valid unless in writing and signed by the parties.
The definitions contained herein and the rights and obligations contained in Sections 10 (“Protection of Proprietary Rights”), 13 (“Disclaimer and Limitation of Liability), 14 (“Arbitration Clause”), 15 (“Indemnification”), and 17 (“General Provisions”); and Section 4 of the Service Agreement, will survive any termination or expiration of the Service Agreement or Terms of Service.
Any action whatsoever brought upon or relating to any services provided by HitBridge, LLC D.B.A. Everything Websites, including but not limited to a website or hosting, shall be instituted and prosecuted in the state courts located in Sacramento County, California, or the federal district court therefore, and each party waives the right to change the venue. The parties hereto further consent to accept service of process in any such action or proceeding by certified mail, return receipt requested.
23) Updates to the Terms of Service