Order, Acceptance and Service
- When Accepted by Weblook International, the Order submitted by Customer creates a contract between Customer and Weblook International, consisting of the Order, the applicable Service Description and these Terms of Service. An Order is “ Accepted ” by Weblook International when ( i ) with respect to Orders submitted online, Weblook International provides Services in response to the Order or bills Customer for payment and (ii) with respect to Orders reduced to writing and signed on an approved Weblook International form, when an authorized representative of Weblook International executes and delivers such form signed by Customer.
- Weblook International will provide, and Customer will purchase and pay for, the Services specified in the Order for the service fees specified in the Order and the applicable Service Description (the “ Service Fees ”).
- In connection with any Hosting Services, Customer will not use storage space in excess of the storage limits established for the Services in the Service Descriptions, plus any storage space purchased by Customer. If Customer uses storage space in excess of such amounts, Weblook International may, without limiting its other rights or remedies, assess Customer with additional fees.
- In connection with any Hosting Services, if Customer’s actual bandwidth usage in any month exceeds the limit in the Service Description, Customer will pay Weblook International such additional fees as may be specified in the Service Description.
Customer's Representations and Warranties
- Hosting Services will commence on the Effective Date indicated in the Order and continue for the duration of the Initial Term. Thereafter, the Order will automatically renew for successive one month periods unless the Order is earlier terminated in accordance with its terms or either party gives written notice to the other party of non-renewal at least 30 days prior to expiration of the then-current term.
- Either party may terminate this Agreement immediately upon the occurrence of any one or more of the following events:( i ) the other party fails to pay when due any amounts required to be paid under this Agreement; (ii) the other party breaches any material term or provision of this Agreement (other than a breach described in subsection ( i ) above), and if capable of cure, such breach remains uncured 30 days after the non-breaching party gives written notice thereof to the breaching party; or (iii) the other party becomes insolvent, makes an assignment for the benefit of its creditors, institutes or becomes subject to any proceeding under any bankruptcy or similar laws for the relief of debtors, or seeks the appointment of, or becomes subject to the appoint of, any trustee or receiver for all or any portion of such party’s assets.
- Weblook International may terminate this Agreement ( i ) if the Services are prohibited by applicable law, or become impractical or unfeasible for any technical, legal or regulatory reason, by giving Customer as much prior notice as reasonably practicable or (ii) immediately by giving written notice to Customer, if Weblook International determines in good faith that Customer’s use of the Customer Web site or the Customer Content violates the Acceptable Use Policy.
- Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. The provisions of Sections 3(d), 4, 8, 10, 11, 13 and 15 of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement. Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which Weblook International may be entitled.
- With respect to Non-Prepaid Plans, within 30 days after the termination of this Agreement, Customer will pay the Termination Charge to Weblook International unless ( i ) Weblook International terminated the Order under Section 3(c) or (ii) Customer terminated the Order under Section 3(b).With respect to Prepaid Plans, Customer will pay the Termination Charge as provided in the Service Description. The parties agree that the Termination Charge constitutes consideration for Weblook International’s time, effort and expense in preparing and reserving the capacity to perform its obligations hereunder, as actual damages are difficult to ascertain. If Customer terminates the Order in accordance with Section 3(b) , or if Weblook International terminates the Order under Sections 3(c )( i ) or 12(c), Weblook International shall return to Customer, and Customer shall accept, as Customer’s sole and exclusive remedy for Weblook International’s breach of the Order, any Service Fees paid in advance by Customer hereunder attributable to Services not yet rendered as of the date of termination.
Licence to Weblook International
- Customer hereby grants to Weblook International a non-exclusive, royalty-free, worldwide right and license during the Term to do the following to the extent necessary in the performance of Services under the Order:(a) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Customer Content; and (b) make archival or back-up copies of the Customer Content and the Customer Web site. Except for the rights expressly granted above, Weblook International is not acquiring any right, title or interest in or to the Customer Content, all of which shall remain solely with Customer.
Weblook International's Acceptable Use Policy
- Customer will abide by, and utilize the Services and the Customer Web site only in accordance with, the Acceptable Use Policy (the “ Acceptable Use Policy ”) that Weblook International posts on its Web site, as such Acceptable Use Policy may be changed by Weblook International from time to time.The Acceptable Use Policy is hereby incorporated herein and made a part hereof by this reference. Customer shall impose the Acceptable Use Policy on its customers and End Users to the extent necessary to ensure their compliance. Customer shall familiarize itself with the Acceptable Use Policy and periodically access Weblook International’s Web site to determine if Weblook International has made any changes thereto.
Customer's Responsibilities
- Customer is solely responsible for the quality, performance and all other aspects of the Customer Content and the goods or services provided through the Customer Web site.
- Customer will cooperate fully with Weblook International in connection with Weblook International’s performance of the Services. Customer must provide any equipment or software that may be necessary for Customer to use the Services. Delays in Customer’s performance of its obligations under this Agreement will extend the time for Weblook International’s performance of its obligations that depend on Customer’s performance on a day for day basis. Customer will notify Weblook International of any change in Customer’s mailing address, telephone, e-mail or other contact information.
- Customer assumes full responsibility for providing End Users with any required disclosure or explanation of the various features of the Customer Web site and any goods or services described therein, as well as any rules, terms or conditions of use.
- Customer will provide Weblook International with a registered domain name for the Customer Web site, or, upon Customer’s request and subject to Weblook International’s Domain Name Registration Terms and Conditions https://www.eglobaldomains.com ), the provisions of which are incorporated herein by this reference, Weblook International will register an Internet domain name on behalf of Customer.
- Because the Hosting Services permit Customer to electronically transmit or upload content directly to the Customer Web site, Customer shall be fully responsible for uploading all content to the Customer Web site and supplementing, modifying and updating the Customer Web site. Customer is also responsible for ensuring that the Customer Content and all aspects of the Customer Web site are compatible with the hardware and software used by Weblook International to provide the Hosting Services, as the same may be changed by Weblook International from time to time. Specifications for the hardware and software used by Weblook International to provide the Hosting Services will be available on Weblook International’s Web site. Customer shall periodically access Weblook International’s Web site to determine if Weblook International has made any changes thereto. Weblook International shall not be responsible for any damages to the Customer Content, the Customer Web site or other damages or any malfunctions or service interruptions caused by any failure of the Customer Content or any aspect of the Customer Web site to be compatible with the hardware and software used by Weblook International to provide the Hosting Services.
- Unless the applicable Service Description provides otherwise, Customer is solely responsible for making back-up copies of the Customer Web site and Customer Content.
Weblook International Intellectual Property
- Weblook International hereby grants to Customer a non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use applicable Weblook International Technology solely for the purpose of accessing and using the Services. Customer may not use the Weblook International Technology for any purpose other than accessing and using the Services. Except for the rights expressly granted above, this Agreement does not transfer from Weblook International to Customer any Weblook International Technology, and all rights, titles and interests in and to the Weblook International Technology shall remain solely with Weblook International. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the Weblook International Technology.
- Weblook International’s trademarks, trade names, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of Weblook International. Customer may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of Weblook International. Weblook International shall maintain and control ownership of all Internet protocol numbers and addresses that may be assigned by Weblook International to Customer. Weblook International may, in its sole discretion, change or remove any and all such Internet protocol numbers and addresses.
- Conceptualize your designAny feedback, data, answers, questions, comments, suggestions, ideas or the like which Customer sends to Weblook International relating to the Services will be treated as being non-confidential and non-proprietary. Weblook International may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.
Indemnification of Weblook International
- Customer shall defend, indemnify and hold harmless Weblook International, its affiliates and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively the “ Weblook International Indemnities ”), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys’ fees) which any of the Weblook International Indemnities may suffer, incur or sustain resulting from or arising out of (i) Customer’s breach of any representation, warranty, or covenant contained in the Agreement, (ii) the Customer Content, the Customer Web site or any End User’s use of the Customer Content or the Customer Web site, (iii) violation by Customer or any of its officers, directors, employees or agents of the Acceptable Use Policy or any applicable law, (iv) claims or actions of third parties alleging misappropriation of trade secrets or infringement of patents, copyrights, trademarks or other intellectual property rights arising from the use, display or publication of Customer’s domain names, the Customer Web site, the Customer Content, or the use of the Services in combination with hardware, software or content not provided by Weblook International, (v) claims or actions by third parties relating to or arising out of Customer’s use of the Services, and (vi) any failure of the Customer Content or any aspect of the Customer Web site to be compatible with the hardware or software used by Weblook International to provide the Services, including any damage to Weblook International’s servers or other hardware caused thereby.
Indemnification of Customer
- Subject to Section 10 , Weblook International shall, at its own expense, indemnify, defend and hold Customer harmless from any claim or suit alleging that the Services infringe any United States patent, copyright or trademark existing on the Effective Date, or that Weblook International has knowingly misappropriated any trade secret or other intellectual property right of any other Person, including any losses, damages or expenses arising from any such claim or suit. Customer agrees to cooperate with and assist Weblook International in the defense or settlement of any such claim or suit. Customer shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation or assistance requested by Weblook International, but Weblook International will not be liable for any costs or expenses incurred without its prior written authorization.
- If an injunction, decree or judgment is, or Weblook International believes in its sole discretion is likely to be, entered providing that Customer may not use the Services as contemplated in this Agreement without violating the intellectual property rights of a third party, Weblook International may, at its sole option and expense, either ( i ) procure for Customer the right to use the Services or affected part thereof as provided in this Agreement; (ii) replace the Services or affected part thereof with other non-infringing services or modify the Services or affected part thereof so as to be non-infringing; or (iii) terminate this Agreement upon written notice to Customer.
- Notwithstanding Section 12(a) , Weblook International assumes no liability for infringement claims arising from (i) use of the Services with third-party products or services where the third-party products or services cause the infringement, (ii) any modification of the Services not authorized by Weblook International in writing, (iii) the Customer Content, the Customer Web site or any content, data or information provided or supplied by an End User, or (iv) Customer’s use of any third-party software provided hereunder. THE FOREGOING DEFENSE AND INDEMNIFICATION PROVISIONS STATE THE ENTIRE LIABILITY AND OBLIGATION OF WEBLOOK INTERNATIONAL, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT BY THE SERVICES PROVIDED HEREUNDER.
Confidentiality, Non-Solicitation
- Each party will not, without the prior written consent of the other party, use or disclose to any Person any Proprietary Information of the other party disclosed or made available to it, except for use of such Proprietary Information as required in connection with the performance of its obligations or use of the Services hereunder. Subject to Section 13(b), each party will (i) treat the Proprietary Information of the other party as secret and confidential, (ii) limit access to the Proprietary Information of the party to those of its employees who require it in order to effectuate the purposes of this Agreement, and (iii) not disclose the Proprietary Information of the other party to any other Person without the prior written consent of the other party.
- Notwithstanding Section 13(a), the following shall not be considered Proprietary Information:(i) any information that the receiving party can demonstrate by written documentation was within its legitimate possession prior to the time of disclosure by the disclosing party; (ii) any information that was in the public domain prior to disclosure by the disclosing party as evidenced by documents that were published prior to such disclosure; (iii) any information that, after disclosure by the disclosing party, comes into the public domain through no fault of the receiving party, (iv) any information that is disclosed to the receiving party without restriction by a third party who has legitimate possession thereof and the legal right to make such disclosure; or (v) any information that, two years after expiration or termination of this Agreement, does not constitute a trade secret under applicable law.
- Each party acknowledges that disclosure of any aspect of the Proprietary Information of the other party shall immediately give rise to continuing irreparable injury to the other party inadequately compensable in damages at law, and, without prejudice to any other remedy available to the other party, shall entitle the other party to injunctive or other equitable relief. Upon expiration or termination of this Agreement for any reason, each party shall promptly return to the other party all Proprietary Information of the other party (including all copies thereof) in its possession or control.
- During the term of this Agreement and for two years following expiration or termination of this Agreement, Customer will not, directly or indirectly, solicit or recruit the services of any employee of Weblook International performing services under this Agreement, while such employee is employed by Weblook International and for a period of six months after such employee has left the employment of Weblook International.
Definitions for Purposes of this Agreement, The Following Terms have the meanings specified below:
- “ Agreement ” means each contract created between Weblook International and Customer for the provision of Services consisting of an Order, the applicable Service Description and these Terms of Service.
- “ Customer Content ” means all data, graphics, text, names, marks, logos, hypertext links to other Web sites and other information incorporated in, transmitted through or published or displayed on the Customer Web site.
- “ Customer Web site ” means Customer’s site on the World Wide Web portion of the Internet that Weblook International hosts under this Agreement.
- “ End User ” means any Person who accesses or uses the Customer Web site via the Internet.
- “ Weblook International Technology ” means Weblook International’s proprietary technology, including, without limitation, Weblook International services, software tools, hardware designs, algorithms, software (in source code and object code forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Weblook International or licensed to Weblook International from a third party), and also including any derivatives, improvements, enhancements, updates, modifications or extensions of Weblook International Technology conceived, reduced to practice or developed during the term of this Agreement by either party.
- “ Person ” means any individual, partnership, joint venture, corporation, limited liability company , trust, unincorporated association or organization, or government or any agency or political subdivision thereof.
- “ Proprietary Information ” means all technical, business and other information of a party (i) that is not generally known to the public, (ii) that derives value, economic or otherwise, from not being generally known to the public or to other Persons who can obtain value from its disclosure or use, and (iii) which information is subject to efforts that are reasonable under the circumstances to maintain the secrecy thereof.
- “ Order ” means the Order submitted by the Customer to Weblook International for Services, whether such Order is submitted online through Weblook International’s Web site or on a written Order form.
- “ Prepaid Plan ” means Hosting Service provided by Weblook International to Customer where the Order provides that the Customer must pay for the Hosting Service in advance for the Initial Term .“ Non -Prepaid Plan ” means any Hosting Service provided by Weblook International to Customer that is not a Prepaid Plan.
- “ Termination Charge ” means, with respect to Non-Prepaid Customers only, as of any date of calculation, an amount equal to one hundred percent (100%) of the fees that would become due over the balance of the then-current Term.
- “ Terms of Service ” means these Terms of Service, as the same may be modified, altered or amended from time to time by Weblook International.
- “ Service ” means either Hosting Service or Optional Service .“ Hosting Service ” means the Service provided by Weblook International in response to an Order whereby Weblook International provides the Customer with specified connectivity, storage space and bandwith for the hosting of a Customer Web site as more particularly described in the applicable Service Description. “ Optional Service ” means any additional Service (other than Hosting Service) Weblook International may provide in response to an Order, as more particularly described in the applicable Service Description.
- “ Service Description ” means the applicable documents made available by Weblook International to Customer to describe the applicable Services at the time the Order is accepted by Weblook International.
- “ Term ” means the duration of any Agreement between Weblook International and Customer. With respect to Hosting Services, the “ Initial Term ” is the initial term specified in the Order and the Term continues beyond the Initial Term for any renewal period as specified in Section 3.With respect to Optional Services, the “ Term ” begins when Weblook International accepts the Order and ends on the first to occur of (i) Weblook International’s completion of performance, or (ii) the earlier termination of the Order in any manner permitted by these Terms of Service.
