1. License. Subject to all the terms and conditions of this Agreement, You receive a non-exclusive and non-transferable license to access and use VO2-DESIGN Software hosted on VO2-DESIGN's server (or subcontractors) to manage Client website. During the term of this Agreement each party grants to the other a non-exclusive, non-transferable license to use the other’s name, trade name, trademark and logo to perform each party’s obligation under this Agreement. Your license allows you usage of VO2-DESIGN Software for one (1) Web site.
2. Delivery. VO2-DESIGN shall host Client website on VO2-DESIGN's servers according to the terms and conditions set forth in this Agreement. VO2-DESIGN will provide Client with access to the Software administrative system for managing the site content, the member area, and the photo gallery. Additional features may be added. Some fees may apply for additional features at the discretion of VO2-DESIGN. Client shall allow VO2-DESIGN to position a single graphical button on any pages hosted by VO2-DESIGN that will link to VO2-DESIGN’s website at www.vo2design.com, with the following text: Powered by VO2-DESIGN if desired. VO2-DESIGN will ensure that the Club Site software is no less than equal quality (with respect to comprehensiveness of features and functionality, but NOT design or photography) to the demo presented on VO2-DESIGN's website.
3. Data. Client will provide all content displayed within the site, including user data, page content, and graphics such as photos and Client logo. VO2-DESIGN is not responsible for the data or content Client places on the website hosted by VO2-DESIGN. If for any reason Client data is lost, VO2-DESIGN is not responsible. Should Client decide to discontinue the use of VO2-DESIGN's Software, the Client is responsible for moving the data off of VO2-DESIGN's servers. VO2-DESIGN can provide an SQL, XML, or XLS dump of the text, not the images, from the database; this does not include the discussion board, comments, user information, passwords, or content from the photo gallery. Client should save copies of all images and text they deem critically important on Clients local machine . If the Client account is terminated or suspended by VO2-DESIGN for any reason the client will not receive any data from VO2-DESIGN at the descretioin of VO2-DESIGN.
4. Disk Space. VO2-Design supplies ample disks space for each site. However, uploading an excessive amount of large documents and photos, such as PDF's and high resolution photos can exceed quotas. Due to server limitations VO2-DESIGN cannot gaurantee unlimited server space. Client will be notified of such instances prior to exceeding your disk quota. Clients that exceed disk quotas are subject to an increase of their monthly rate, as posted on VO2-DESIGN.com. Prior (30 day) notification will be provided before any rate adjustements are made. Maintenance steps can be taken from Client end to prevent quota violations.
5. Termination. VO2-DESIGN maintains the right to shut Client site down at any time, at the descretion of VO2-DESIGN, for misuse of the site in any way. Client website is NOT to be used for illigal purposes or pornography. If Client site is shut down VO2-DESIGN will not refund any money!
6. VO2-DESIGN Links. Client agrees to make available in the primary navigation three (3) buttons for use by VO2-DESIGN. These button include "Members", "Photo Gallery", and "Classifieds", each services to the Client.
7. Design, Hosting & Maintenance. VO2-DESIGN is responsible for the setup, hosting and upkeep of VO2-DESIGN software, subject to the following terms: a) Modifications. Any changes to the site outside of routine maintenance and upgrades are considered "customizations", and therefore may be subject to additional fees at the current hourly rates. b) Performance. VO2-DESIGN will make best efforts in making VO2-DESIGN available to users of Client site twenty-four hours a day, except for periods when VO2-DESIGN is inaccessible due to site maintenance, technical problems or force majeure events. VO2-DESIGN does not guarantee uninterrupted operation of VO2-DESIGN. However, in the event of technical problems in the operation of VO2-DESIGN, VO2-DESIGN shall take all commercially reasonable measures to remedy any such problems in a timely manner. c) Archival Access. Access to VO2-DESIGN by Client users will end upon termination of this agreement. Should Client require that users be able to access VO2-DESIGN beyond the term of this agreement, VO2-DESIGN will negotiate such an arrangement in good faith, but is not obligated to provide any data or to keep the site up for any set period of time.
8. Domain Names. Site names, also known as domain names (www.sitename.com), are the responsibility of the client and owned by the client unless otherwise specified. If VO2-DESIGN is asked to purchase the domain on behalf of the client, VO2-DESIGN will manage the domain name for a fee. If the fees are not paid by the client VO2-DESIGN will not release or transfer the domain until payment is made in full. If the client discontinues service with VO2-DESIGN, VO2-DESIGN will transfer the domain name at the request of the client at no additional charge.
9. Indemnification. Client shall defend, indemnify and hold VO2-DESIGN, its affiliates, officers, directors, employees, consultants and agents harmless from any and all liabilities, expenses (including attorney fees), actions, claims, judgments or obligations relating to or arising out of: a) a claim that any aspect of Client name, trade name, trademarks or logos is unlawful or infringing; b) Client breach of covenants, obligations, representations or warranties made under this Agreement. VO2-DESIGN will not be responsible for user or memeber information stored on your site. VO2-DESIGN will do its best to keep your site secure from hacks, but no service can guarantee immunity from such actions. If user information is compromised you shall not hold VO2-DESIGN, its affiliates, officers, directors, employees, conslutants and agents responsible.
10. Limitation of Liability. EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE LOSS OR DAMAGES OF ANY KIND, INCLUDING LOST PROFITS (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE LOSS OR DAMAGE), BY REASON OF ANY ACT OR OMISSION IN THE PERFORMANCE OF THIS AGREEMENT. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR OTHERWISE. VO2-DESIGN MAKES NO REPRESENTATIONS THAT THE OPERATION OF THE SITE WILL BE UNITERRUPTED OR ERROR-FREE, AND VO2-DESIGN WILL NOT BE LIABLE FOR THE CONSEQUESNCES OF ANY INTERRUPTIONS OR ERRORS.
11. Successors. This Agreement shall be binding upon and shall insure to the benefit of each of the parties and their respective permitted successors and assigns. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
12. Term. The initial term of this Agreement shall commence on the Effective Date and shall terminate one (1) year following the Effective Date. In addition, if this Agreement is in effect at the end of the initial term, this Agreement shall automatically renew for successive one (1) year terms thereafter, unless one party gives the other party at least thirty (30) days written notice prior to the end of the then-current term. The parties may also terminate this Agreement with thirty (30) days notice at any time after the end of the initial term.
13. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, writings and negotiations. This Agreement shall not be modified except by means of agreement by both parties. VO2-DESIGN retains the right to amend the rates and conditions specified in Agreement upon thirty (30) days notice in writing, and if such revision is not acceptable to the client, Client shall have the right to terminate the agreement.