This Terms of Service Agreement ("Agreement") governs your acquisition and use of our services. If you register for a free or no-risk trial for our services, this agreement will also govern that trial.
BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY EXECUTING AN ORDER FOR SERVICES GOVERNED BY THIS AGREEMENT, OR BY USING SERVICES GOVERNED BY THS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" AND "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
This Agreement was last updated on December 4, 2012. It is effective between You and Us as of the date of You accepting this Agreement.
This Agreement is divided into the following sections:
Acceptable Use Policy
Security and Service Policy
Payment and Cancellation Policy
Liability, Disclaimer and Other Miscellaneous Policy
"We," "Us" or "Our" means the Twenty Six Design LLC. company, a Florida limited liability corporation based at 1835 East Hallandale Beach Boulevard #178, Hallandale Beach, Florida 33009.
"You" or "Your" means the individual, company, organization, or other legal entity for which you are accepting this Agreement. For the purposes of this agreement, "You" and "Your" also refer to the individuals or "Users" which you have allowed to use our services.
"Services" and "Your Services" means the products and services that are ordered by you from us. "Our Services" means all products and services offered by us, regardless of whether or not you have ordered such services.
"System" means the computer and networking equipment that we use to provide our services.
"Your Data" means all electronic data or information submitted by you to us. This includes electronic data or information submitted by users of your services.
NO ILLEGAL, HARMFUL OR OFFENSIVE USE OR CONTENT
You may not use, or encourage, promote, facilitate or instruct others to use, our services for any illegal, harmful or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive. Prohibited activities or content include:
Illegal Activities. Any illegal activity or violation of any applicable local, state, national or internal law or regulation.
Harmful or Fraudulent Activities. Activities that may be harmful to others, our operations or reputation, or engaging in other deceptive practices.
Infringing Content. Content that infringes or misappropriates the intellectual property or proprietary rights of others.
Offensive Content. Content that is defamatory, obscene, abusive, invasive of privacy, or otherwise objectionable.
Harmful Content. Content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data.
NO SECURITY VIOLATIONS
You may not use our services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device. Prohibited activities include:
Unauthorized Access. Accessing or using any of our services without permission, including attempting to probe, scan, or test the vulnerability of a system or service or to breach any security or authentication measures used by us.
Interception. Monitoring of data or traffic on a system or service without permission.
Falsification of Origin. Forging TCP-IP packet headers, e-mail headers, or any part of a message describing its origin or route.
NO NETWORK ABUSE
You may not make network connections to any users, hosts, or networks, or make unauthorized connections to our systems, unless you have written permission to communicate with them or us. Prohibited actives include:
Monitoring or Crawling. Monitoring or crawling of a system that impairs or disrupts the system being monitored or crawled.
Denial of Service (DoS). Inundating a system with communication requests so the system either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective.
Intentional Interference. Interfering with the proper functioning of any system or service.
Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a system, such as access and storage restrictions.
Sending Unauthorized E-Mail Messages. You will not distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (like "spam"), including commercial advertising and informational announcements.
OUR MONITORING AND ENFORCEMENT
We reserve the right, but do not assume the obligation, to investigate any violation of this Policy or misuse of our services or systems. We may: investigate violations of this Policy or misuse of the service; or remove, disable access to, or modify any content or service that violates this Policy.
We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer or user information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing system information related to the alleged violations of this Policy.
REPORTING OF VIOLATIONS OF THIS POLICY
If you become aware of any violation of this Policy, you will immediately notify us and provide us with assistance, as requested, to stop or remedy the violation. To report any violation of this Policy, including claims of copyright infringement, please contact: email@example.com. Upon receipt of an effective notice, we will take appropriate action pursuant to internal policies and applicable laws.
provide support for your services to you at no additional charge. With the exception of near-immediate responses to service outages, all support will be provided within twenty-four to forty-eight hours of the request and via one of our stated support mediums: telephone, email, live chat, or online ticketing system.
use commercially reasonable efforts to make your services available 24 hours a day, 7 days a week, except for planned or emergency downtime or any unavailability caused by circumstances beyond our reasonable control, including without limitation acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet service provider failures or delays, denial of service attacks, or system hardware or software failure.
use commercially reasonable efforts to protect your data, as defined below in "Protection of Your Data."
We grant you a non-exclusive and non-transferable license to access and use our services and to allow your users to access and use your services, subject to the terms of this Agreement.
PROTECTION OF YOUR DATA
We utilize some of the most advanced technology for Internet security available today. When you access your services using industry standard Secure Socket Layer (SSL) technology, your information is protected using both server authentication and data encryption, ensuring that your data is safe, secure, and available only to registered users in your organization.
All of our systems and internal networking equipment are constantly monitored by outside auditing organizations and are subject to weekly security audits from an outside agency. We maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data. All of your data is housed in protected database systems and subject to constant and retained backups.
We shall not modify your data, disclose your data except as compelled by law, or as stated within this Agreement, or as expressly permitted in writing by you. We will not access your data except to provide the your services and prevent or address service or technical problems at your request in connection with customer support matters.
We acknowledge and agree that electronic communications and databases, including those such as our services, are subject to errors, tampering and break-ins. While we do use commercially reasonable efforts to protect your data, and while we do utilize the services of outside agencies to audit our system security, we do not guarantee or warrant that errors, tampering, break-ins, or other such events will not take place with respect to our services. Should we become aware of any unauthorized access to or release of, or potential release of your data, we will notify you within twenty-four hours of that discovery. Additionally, within seventy-two hours of that discovery, we will update you on our reaction to that discovery. You agree that our liability to such a discovery is limited to the notifications stated here and by the "Liability, Disclaimer and Other Legal Policy" section of this Agreement.
When cardholder data is used by one of our services or systems, we warranty that such data is handled in accordance with PCI requirements. Specifically, no cardholder data, including information related to the payment of your services, is housed on our systems. Rather, such data is housed within and secured by the systems of our payment processor. You agree that all inquiries or legal concerns regarding the loss or exposure of such data shall be against our payment processor and that you shall hold us harmless for such. If your service allows you to enter form questions, you agree that no such question will be used to collect cardholder data and that doing so is a violation of this Agreement for which you will be solely responsible.
Services may be subject to other limitations, such as, for example, limits on the number of locations that can use a single service.
RETURN, TRANSFER OR DESTRUCTION OF PERSONAL INFORMATION
Within twenty-four hours of your request to cancel your service or services, we will remove access to your services and disconnect your data from our systems. We will retain your data for one year after you have cancelled, at which time your data will be permanently destroyed.
You agree to supply appropriate payment for the services received from us and that, unless you terminate your service or services with us per the "Termination" policy below, those services will be billed on a recurring basis. As our client, it is your responsibility to ensure that your payment information is up to date, and that all invoices are paid on time. You are also responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
If you have not paid for your services within thirty days of being invoiced for those services, then at our discretion, such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. If any amount owing by you under this Agreement for our services is sixty or more days overdue, we may, without limiting our other rights and remedies, suspend your services until such amounts are paid in full and employ the services of an outside collection firm to recover the outstanding balance. We will not exercise our rights to late interest, service suspension, or a collection firm if you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction. You are responsible for paying all such taxes associated with your services. If we have the legal obligation to pay or collect such taxes for which you are responsible under this paragraph, such as for sales tax, the appropriate amount shall be invoiced to and paid by you unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against us based on our income, property, and employees.
The initial term of this Agreement and of your services will commence on the date that you place an order or a request for a trial with us and will continue until terminated either by us or by you as per the "Termination" policy below. If your services are not subscription services or are one-time services, such as some design services, then the term will end once the terms of the separate service contract have been fulfilled.
Shortly before the beginning of each term, we will invoice you for the next term. Payment is due within thirty days of the mailing, either via e-mail or U.S. Mail, of such an invoice.
FREE AND NO-RISK TRIALS
For some of our services, we offer a free or no-risk trial. This trial does not waive your requirement to pay for the service. For free trials, you are responsible for paying for the service after the trial period unless you terminate the service within the trial period. For no-risk trials, you are responsible for paying for the trial period and for the next service term after the conclusion of the trial period.
We never terminate your service automatically at the end of a trial. You understand that you are responsible for all service payments until you terminate your service per the "Termination" policy below.
You have the right to terminate your service at any time. Terminations must be done in writing via e-mail or trackable carrier. Once we receive your termination request and have confirmed all necessary information with you, we will inform you in writing, usually via e-mail, that your account has been cancelled. Until you have received such notice or one day after provable receipt of such notice (such as via a trackable delivery number), you are responsible for all service payments.
We reserve the right to terminate your services at any time with or without notice. If your services are terminated by us, you will receive a pro-rated refund of any paid subscription fees for a time period that has not yet passed. If you violate this Agreement, as solely determined by us, you waive your right to a refund.
Some of our services, such as our print publications and design services, are not refundable regardless of the reason for service termination.
Both we and you acknowledge that this Agreement will be governed by the laws of the State of Florida and controlling United States federal law, without regard to choice or conflicts of law rules. Additionally, both we and you agree to the exclusive jurisdiction of the courts of Hallandale Beach, Florida for all matters governed by this Agreement. We and you hereby waive any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
You agree to submit to binding arbitration. If any disputes or claims arise against us, such disputes will be handled by an arbitrator of our choosing. An arbitrator from the American Arbitration Association will be selected. All decisions rendered by the arbitrator will be binding and final and the arbitrator's award is final and binding on all parties. The Federal Arbitration Act, and not any state arbitration laws, governs all arbitration under this paragraph. You are also responsible for any and all costs related to such arbitration.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER YOU NOR WE MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIUM EXTENT PERMITTED BY APPLICABLE LAW.
LIMITATION OF LIABILITY
Neither your nor our liability with respect to any single incident, as defined by us, arising out of or related to this Agreement (whether in contract or tort or under any other theory of liability) shall exceed the amount paid by you hereunder in the six (6) months preceding the incident, provided that in no event shall either party's aggregate liability arising out of or related to this Agreement (whether in contract or tort or under any other theory of liability) exceed the total amount paid by you hereunder.
You agree that you shall defend, indemnify, save and hold us harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees asserted against us, our agents, our 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 you, your agent, employee, or assigns. You agree to defend, indemnify and hold us harmless against liabilities arising out of any injury to person or property caused by any products sold or otherwise distributed in connection with us, any material suppled by you infringing or allegedly infringing on the proprietary rights of a third party, any claims of copyright infringement, or any defective products or services sold to your customers through our services.
EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES
In no event shall you have any liability to us or we any liability to you for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by applicable law.
RESERVATION OF RIGHTS IN SERVICES
We reserve the rights, title and interest in and to the our services and systems, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth in this Agreement. You shall not create or permit the creation of any derivative works based on our services, reverse engineer our services, or access the services in order to build a competitive product service or copy any features, functions or graphics of the services.
Subject to the limited rights granted by you in this Agreement, we acquire no right, title or interest from you under this Agreement in or to your data, including any intellectual property rights therein.
We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into our services any suggestions, enhancement requests, recommendations or other feedback provided by you, including by your users, related to the operation of our services.
Any notice, notification, demand or request provided under this Agreement must be in writing and set to you at your address that you list with us and sent to us at 1835 East Hallandale Beach Blvd #178, Hallandale Beach, Florida, 33009. Any such notices must be sent via a trackable carrier that independently verifies delivery.
If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement will remain in full force and effect.
CHANGES TO THE TERMS OF SERVICE
We reserve the right to revise this Agreement at any time. If we revise this agreement, we will notify you via email or by updating the Terms of Service version number as displayed at the bottom of your service or services. You are responsible for and agree to be bound by changes to this Agreement at the time that you are notified of such changes.