This Agreement is entered into between TurkReno Inc. ("The Corporation") of PO Box 2361, Daphne, AL 36526 and User of TurkReno Inc. Systems (“Client”) per the invoice or request for payment by TurkReno Inc., the user of The Corporation's services, and is effective upon receipt of delivered and finalized payment.
SERVICE AGREEMENT
1. SERVICES. The Corporation will provide services such as website design, website hosting and search engine optimization to all organizations and individuals who agree to abide by The Corporation's access terms, conditions, and fee schedules.
Client is responsible for providing any equipment and/or software necessary to access The Corporation's website design and Internet facilities, unless otherwise provided for in this Agreement or provided by The Corporation by fee or attached sales package.
Client is entitled to use any Internet Design or Advertising service, time-share hosting service, search engine optimization and third-party service certified and licensed to be provided by The Corporation. Client is responsible for any licensing fees for any software needed to accomplish any design provided by The Corporation to Client.
The Corporation will provide the website design services provided in the package chosen by Client, and set forth in any invoice generated by The Corporation. All equipment, methodology, techniques, trade-secrets and intellectual property provided by The Corporation shall remain The Corporation's property and exclusive information.
The services and designs offered are subject to change and limitation at The Corporation's discretion, as is any pricing schedule. The Corporation will notify Client of any changes by electronic or postal mail to the agent named in this Agreement or other Client officer, unless the change is judged by The Corporation to be necessary to preserve proper security or functioning of The Corporation's design. If Client objects to any change in service, unless the change is one The Corporation has determined is necessary for security purposes or to maintain proper operation of The Corporation's design, Client will be entitled to cancel its account.
Client's continued use of The Corporation’s website design services after the effective site launch and such modified general terms and conditions, policies, or changes in services or software will constitute Client's acceptance of such modified terms.
This Agreement covers only website design services, any time-share website hosting, or search engine optimization service related to Client’s network.
2. FEES. Client will pay (a) subscription fees in advance, (b) fees for other goods or services as invoiced, and (c) any security deposit, in each case per the applicable price schedule set forth in Exhibit A to this Agreement. All fees are non-refundable for website design based services. All payments to The Corporation will have a 3.9% virtual tax applied to the invoice to cover the cost of any and all billing processing fees.
3. TERMINATION AND REINSTATEMENT. This Agreement may be terminated by either party on not less than 3-days prior written notice.
If Client (a) becomes bankrupt or otherwise insolvent or (b) fails to pay for services rendered in accordance with the terms hereof or (c) commits any other breach of this or any other Agreement with The Corporation, The Corporation may, at its sole discretion and without notice or judicial intervention, discontinue performance and terminate this Agreement, and any further Agreements, for default and pursue any other remedies available at law or in equity.
If Client's account is suspended due to lack of payment, Client will pay the then current reinstatement fee determined by The Corporation at the time of suspension, in addition to all other charges then due and payable, prior to restoration of service.
4. CUSTOMER SUPPORT. The Corporation will provide to Client reasonable amounts of consultation via telephone and/or electronic mail in the use of the system, but cannot promise to assist with any services that are not maintained or controlled by The Corporation.
5. WARRANTY OF TITLE AND INDEMNITY. The Corporation warrants that the services created or supplied by The Corporation will not infringe the intellectual property rights of any third party. Client agrees to indemnify and hold The Corporation harmless from any costs, expenses (including reasonable attorney's fees) or liability arising from any claim that the design services or services provided by The Corporation infringe the intellectual property rights of any third party.
Client warrants that all text, graphics, photos, designs, trademarks or other materials provided by User to The Corporation for the services described are owned or licensed to Client for use therein, and may be used lawfully on the Internet. Client will indemnify and hold The Corporation harmless from any costs, expenses (including reasonable attorney's fees) or liability arising from any claim that such materials infringe the intellectual property rights of any third party or constitute an unlawful or illegal use or violate the rights of any third party.
6. DISCLAIMER AND LIMITATION OF LIABILITY. With the exception of any express warranty herein, neither The Corporation, nor its affiliates (hereinafter "The Corporation"), nor its suppliers make any warranty, and each of them disclaims any liability, with respect to:
- (a) The accuracy, completeness, currentness, error-free nature, or fitness for any particular purpose of any data or services accessed on or through The Corporation’s systems, or
- (b) System performance levels, including but not limited to resource utilization, response time or overhead, unless such a performance guarantee is part of the chosen design and/or hosting package, or
- (c) Any loss or inconvenience associated with The Corporation's suspension, termination, or deletion of Client's account, or
- (d) ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
NO ORAL ADVICE OR WRITTEN ADVICE GIVEN BY HOST OR ITS STAFF OR AGENTS SHALL CREATE A WARRANTY OR A GUARANTEE OF SERVICE.
The Corporation will not be liable for any delay in delivery or performance of design or hosting services, and is excused from any failure to deliver or perform, due to causes beyond its reasonable control.
The Corporation will not be liable for any damage or inconvenience caused by any necessary or scheduled maintenance to The Corporation's systems or services, or for any service lapses or loss of customer data caused by forces beyond The Corporation's reasonable control. The Corporation recommends that Client make archival copies or otherwise download any important information stored on The Corporation's system, in addition to any backups The Corporation may perform and make available to the Client.
THE SOLE AND ENTIRE MAXIMUM LIABILITY OF THE CORPORATION TO ANY CLIENT FOR ANY AND ALL PROVEN LOSS, CLAIM, DAMAGE OR LIABILITY OF ANY KIND (INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT) WITH RESPECT TO ALL SERVICES PROVIDED BY THE CORPORATION AND ANY ACT OR OMISSION OF THE CORPORATION WILL NOT CONSIST OF A DUTY TO REFUND THE AMOUNTS PAID BY THE CLIENT TO HOST DURING THE YEAR PRECEDING SUCH LOSS, CLAIM, DAMAGE OR LIABILITY. IN NO EVENT WILL THE CORPORATION BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE REMEDY TO ANY DISPUTE BETWEEN CLIENT AND THE CORPORATION IS FOR CLIENT TO CEASE AND DESIST USING THE CORPORATION'S SERVICES.
Client, by receiving any invoice or bill and sending payment to the Corporation for any billed or invoiced service acknowledges and agrees to this Agreement, or connecting to The Corporation’s systems, (a) accepts the use of the system/interconnection (including any programs, data, or services) "AS IS"; and (b) waives any and all claims relating thereto, whether such claims are against The Corporation or any of its suppliers or affiliates.
Should any legal action or threat of legal action result as a result of Client's use of any of The Corporation's designs, techniques, interconnection facilities, or services, Client agrees to indemnify and hold harmless The Corporation, its staff, or The Corporation's other Clients, for any costs incurred in defending against any such threat or action, including reasonable attorneys' fees and any equipment replacement costs, even if Client is no longer a customer of The Corporation when such expenses arise. The sole remedy provided to the Client is immediately cease and desist using all services provided by The Corporation. This clause also applies to third party claims as well as any legal action taken by The Corporation against Client for breach of this Agreement, damage caused by Client to The Corporation's system, or for failure to pay expenses Client is obligated to pay The Corporation.
7. USE RESTRICTIONS AND INDEMNIFICATION. Client agrees to adhere to The Corporation's "Acceptable Use Policy" and "Terms of Service", copies of which are set forth on The Corporation's website under the Legal section, and which policy may be changed from time to time - Client agrees to adhere to all such changes it has notice of.
Client will indemnify and hold The Corporation harmless from any costs, expenses (including reasonable attorney’s fees) or liability resulting from any claim based on Client's use of the services provided. Such indemnity will survive the termination or expiration of this Agreement.
8. GENERAL. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of this Agreement or any provision thereof. If any provision of the Agreement is or becomes illegal or otherwise unenforceable, such provision will not invalidate the other provisions hereof; provided if The Corporation determines that any such unenforceable provision is essential, it may terminate this Agreement without notice.
Client grants any permissions, licenses and trademarks (including but not limited to copyright licenses), as may be required, and within Client's power to grant, to The Corporation in order to provide services to Client, or as may be required for The Corporation to operate for Client's benefit.
Client agrees to allow The Corporation access to aggregate statistical data collected regarding visits for the web sites any content bought or distributed by The Corporation is used. Client agrees not to modify, reverse engineer, falsify or alter in any way any material given by The Corporation.
Client is granted website design services, website hosting services and search engine optimization services for the use of advertising their idea, product, service, invention, or other such tangible or intangible good(s) or service(s). Client agrees to unconditionally surrender all rights to said services if the Client does not agree to renew upon receipt of service. Client agrees to notify The Corporation in writing by postal or electronic mail if Client does not intend to renew services within 30 days of the renewal date set upon acceptance of payment received.
Client agrees that it is the Client’s sole responsibility to verify that the products and services provided by the Client, its affiliates, or its suppliers do not violate third-party Agreements or the Non-Disclosure Agreements set forth by the legal copyright holders.
Client agrees to unconditionally surrender materials provided to The Corporation by the Client’s website, products, or services if said materials are found to intentionally or inadvertently contain or promote the illegal distribution of stolen copyrighted materials. If said materials are not removed from Client’s website within 2 business days of notification, Client agrees to permanently surrender all advertising rights. Upon Client’s permanent surrender, The Corporation will immediately and without prior notification revoke Client’s privileges permanently and remove all of the Client’s services as well as contact the proper authorities.
The Corporation is an independent contractor, and neither The Corporation nor The Corporation's staff shall be deemed employees of Client.
The Corporation warrants that all services provided hereunder will be in conformity with the specifications and will be performed consistent with generally prevailing professional or industry standards and the service will function with properly configured web browsers such as Mozilla Firefox and Internet Explorer. User must notify The Corporation of any deficiencies in The Corporation’s services in writing and within 2 weeks of performance to receive warranty remedies for such deficiencies. Client's sole and exclusive remedy for breach of said warranty shall be the single re-performance of The Corporation's services. Further service attempts are billable by invoice as determined by The Corporation if The Corporation is unable to re-perform the services or correct the deficiencies.
This Agreement, and all Agreements with The Corporation, are governed by the laws of the State of Alabama. The parties agree that the courts municipal courts located in the City of Daphne, Alabama, the Circuit Courts located in Bay Minette, Alabama and the State and Federal Courts located in Mobile, Alabama, will have exclusive jurisdiction to determine the validity, construction and performance of any Agreement and the legal relations between the parties.
This Agreement, the "Terms of Service" and "Acceptable Use Policy" constitutes the entire Agreement between The Corporation and Client, and supersedes all prior agreements, proposals, representations, or other communications, relative to the subject matter hereof. Paragraph headings are included for convenience and are not to be used to interpret this Agreement.
This Agreement may not be reassigned by Client without the written consent of The Corporation.
9. CHANGES IN LEGISLATION. Should any changes in legislation require any changes to this Agreement or any services provided by The Corporation, The Corporation reserves the right to make any such changes, as are determined necessary or prudent, at The Corporation's sole discretion, without giving Client advanced notice. Your sole remedy if you disagree or are in conflict with The Corporation or this agreement is to cease and desist use of any and all services immediately.
