Terms and Conditions Webs
This Terms of Service (this “Agreement”, “Terms”) is between Webs- (“we”, “us”, “System”, “Platform” or “Webs-inn”) and the person (“you”, “User” or “Customer”) using our services (“Services” or “Service”). We provide you with access to our System that helps you create websites, manage their content and customization as well as hosting services and domains. Listed below are the terms and conditions of using our System. They are necessary in order to maintain a good practice and protect us and yourselves.
1. Creating an account
You must immediately notify us if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Account.
- Your Content
2.1. You are responsible for any content that is in your website such as images, videos, audio files, design elements, logos, fonts, texts and more. We are not responsible for any of your content. We are also not responsible for content that has been lost because of the use of Webs-inn, it is your obligation to keep safe and back-up regularly your content. We do not monitor what content has been used in a website and we are not to be held responsible for anyone breaking the terms and conditions, but we have the right to delete such harmful content or even terminate accounts if so.
2.2. You own all intellectual property associated with your account such as images, videos, audio files, design elements, logos, fonts, texts and any other materials and files created by you and existing on your website. You hereby grant Webs-inn the non-exclusive, royalty-free, unalterable, interchangeable rights to your website content in order for Us to provide you with Webs-inn’s Services.
2.3. We may choose to highlight or feature your website in our website for marketing or promotional purposes. You grant us a perpetual, worldwide, royalty-free, non-exclusive right and license to use any version of Your Sites, or any portion of Your Sites, including without limitation names, trademarks, service marks or logos on Your Sites, for the limited purpose of Webs-inn marketing and promotional activities. For example, we may feature Your Sites on our Themes page, on the Customers sections of our sites or on our social media accounts. You waive any claims against us relating to any moral rights, artists’ rights or any other similar rights worldwide that you may have in or to Your Sites or names, trademarks, service marks or logos on Your Sites and any right of inspection or approval of any such use. You can opt out of being featured by contacting us at contact@Webs-inn.com This Section does not affect any rights you may have under applicable data protection laws.
- Your Obligations
3.1. You certify and warrant that you are at least 16 years of age. People under the age of 16 are not permitted to use our services.
3.2. To keep your Webs-inn account login information safe
3.3. To provide us with up to date, accurate and valid personal information at all times.
3.4. You own the rights to any content uploaded by you on your website, including images, videos, audio files, design elements, logos, fonts, texts and anything that you do have the rights to use.
3.5. The content materials cannot be used in unlawful or harmful way.
3.6. You must notify us immediately if you become aware of any unauthorized use of your account.
3.7. Your content must not be illegal, unlawful, threatening, abusive, harassing, tortuous, vulgar or obscene in any way, must not infringe any person’s legal rights.
3.8. You may not send unsolicited messages (SPAM) or any unethical advertising of such sort that is considered as “spam” or harmful in any way.
3.9. You should not upload viruses, worms, Trojan horses or any other malicious code, files, or programs that may interrupt, destroy, or limit the functions and services of Webs-inn.
3.10. You may not upload content that contains scam.
3.11. You may not try to hack, break or override the functions and stability of Webs-inn or try to exploit the System in any way.
3.12. You may not use the System to create any scam websites and promotions with misleading content that can harm or scam visitors.
3.13. You may not use Webs-inn for distributing, storing or, in any way, using the System for pornographic or adult content and services.
3.14. You represent and warrant that your use of the Services is not contrary to law, including without limitation applicable export or import controls and regulations and sanctions.
3.15. You can’t in any way try to harm the reputation of Webs-inn and their partners by leaving harmful comments, untrue and misleading information about the product or any sort of intentional damage to the reputation of Webs-inn.
3.16. You acknowledge and agree that If you are reasonably found guilty of violating of any of these rules and obligations, this may cause immediate termination of your account with no refund for the services that has already been paid for. You may also be forbidden from having an account in the System.
- Third Party Services
Our Services are integrated with various third-party services (“Third Party Services”) for specific purposes that you may interact while using Webs-inn. Example for such services is the Payment Processor used to collect the payments for your subscriptions. These Third-Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We don’t control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. Your security when using Third Party Services is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third-Party Services. We’re not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result (except where prohibited by applicable law).
- User Content
The sites created using Webs-inn may contain user content that is in violation of the permitted usage of the platform (“3. Your Obligations”). We do not endorse or support such content. We’re not a publisher of, and we’re not liable for, any User Content uploaded, posted, published or otherwise made available via the Services by you or other users. You’re responsible for taking precautions to protect yourself, and your computer or network, from User Content accessed via the Services. Any such content detected or reported to us will be removed as a violation of the allowed usage of the Services.
- What we provide and our rights
Webs-inn provides a website building system, templates (themes), website hosting from third party company and domain registration from third party company. The images used for the creation of the mockup themes are released under Creative Commons CC0 (https://creativecommons.org/publicdomain/zero/1.0/deed.en). Webs-inn does not hold any rights to images used for the creation of the themes.
We have the right to change parts or all of the services and functionalities at any given time, to remove or suspend parts or all of the services and functionalities, we have the right to suspend and terminate access of your Account to parts or all of the services and change the eligible criteria of using the Services.
HTTPS certificates are issued to any correctly connected domain to a website on Webs-inn. You do not have an option to disable the HTTPS certificates, they are assigned automatically to any new domains connected to Webs-inn.
- Trial Subscription
Webs-inn provides a 14-day trial to all newly created websites and you can use the services according to the Agreement for the period of those 14 days. Upon completion of those 14 days the website will become non-active (expired) until the User subscribe for the paid Webs-inn services. Trial period is permitted for you, the User, to be able to test and create a website to your likes before committing a paid subscription. Webs-inn has the right to terminate or cancel trial subscriptions in any time for any reasons. We can delete the content of any trial or expired website without notice. We are not in any way to be held responsible for any deleted content from a website build on Webs-inn.
- Service Fees
- 8.1. Service fees are applicable upon signing for the paid services of Webs-inn that can be monthly or yearly.
- 8.2. All Fees are in USD and are exclusive of all taxes and you are responsible for payment thereof. Webs-inn is not liable for any taxes or fees related with commercial products.
- 8.3. The payment for the applicable fee is in advance of your subscription period according to the Agreement.
- 8.4. You can upgrade or downgrade at any time. If upgrading, you will be charged the difference between the two subscription plans for the extra services. Downgrade refunds are applicable only for yearly subscriptions, up to 14 days after the subscription is made. There are NO refunds for monthly downgrades. If downgrading from a yearly subscription, a calculated amount will be refunded to you according to the actual service fees of the two subscription services. Downgrading may cause a loss of information and services due to the difference between the plans.
- 8.5. Refunds are allowed only for yearly subscriptions and up to 14 days after the subscription is made. If such refund is issued by the User, he will be refunded the full amount he has paid. The refund amount might be subject to transfer taxes that will be for the cost of the User and will be transferred to the card used for paying the initial subscription cost. Refunds are NOT applicable for “Combo Deals” or “Exclusive Deals” (Custom design and development).
- 8.6. If a custom domain is claimed with a yearly subscription and the Customer cancels their services in the 14-day refund period, the full amount of the domain will be deducted of the refunded amount.
- 8.7. At the end of a contract term, the services will be automatically renewed for the same period of time until EXPLICITLY canceled by the User. Cancellation must be made via the System and at least 24 hours prior to the end of the contract period. To cancel your services or the automatic renew please do that by going to Dashboard -> Billing and select the desired option there.
- 8.8. If you purchase Webs-inn subscription services, you agree to Webs-inn and third-party services to use and store your credit/debit card information. You authorize us to charge you for any Webs-inn Services that you may purchase and any applicable taxes connected with the payment card services. You will reimburse us for all collection costs and interest for any overdue amounts. If the payment card expires or you do not provide us with a new payment card nor cancel your subscription, you authorize us to continue billing you and you will remain responsible for any uncollected Fees.
- 8.9. You are responsible for the fair usage of your website and you can be charged for abnormal server or traffic usage on our unlimited subscription plans. You will be charged for the resources used by your website.
- 8.10. Chargebacks – If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your Account. We reserve our right to dispute any Chargeback.
- Service Cancellation
Failure to comply with any of Webs-inn’s terms or pay due fees you entitle Webs-inn to cancel or suspend your account services and website. You can cancel your services at any time, no questions asked. We are not in any way held responsible for any damages and losses due to cancellation of services.
We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice.
You can terminate your services at any time without a cause according to the cancellation procedures.
If the Agreement terms are valuated it may result in penalties or immediate termination of services without payment refund in any way.
Upon termination Webs-inn has the right to delete all files, data or information associated with the terminated account.
With subscribing for yearly subscription, you have the right to claim a free custom domain (only for the first year of annual subscription). All domains are brought to you by third party companies partnering with us to provide such service, in this case Namecheap, Inc. By claiming a domain, you are agreeing with the domain register company’s terms and conditions (https://www.namecheap.com/legal/) and our participation in the purchasing of the domain.
If you issue a refund and claimed a free custom domain you will be charged the fee for the specific domain purchase. The fee will be taken from the refund sum. Transferring domain might be subject to further fees from the third-party domain provider.
You are the legal and rightful owner of the registered domain. Your domain registration will be automatically renewed with each yearly payment according to our price plan, unless cancelled from the admin panel or by contacting a support representative of Webs-inn.
Once a register of a domain is made, it is final and there cannot be a refund or change of domains.
- WARRANTY AND DISCLAIMER
Webs-inn shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Webs-inn or by third-party providers, or because of other causes beyond Webs-inn’s reasonable control, but Webs-inn shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, WEBS-INN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND WEBS-INN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
To the fullest extent permitted by law, you agree to indemnify and hold harmless Webs-inn and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys’ fees and costs) arising out of or related to: (a) your breach of this Agreement; (b) your User Content, Your Sites and Your e-commerce; (c) any claims by, on behalf of or against your End Users; (d) your violation of any law or regulation or the rights or good name of any third party; and (e) any claims from tax authorities in any country in relation to Your e-commerce operations, including without limitation your sales to individual consumers (including distance sales) and other operations for which Webs-inn may be held jointly and severally liable. Your indemnification obligations under this Section shall not apply to the extent directly caused by our breach of this Agreement or, where you are an EU Consumer, to the extent that the consequences were not reasonably foreseeable.
- LIMITATION OF LIABILITY
You acknowledge and agree that to the fullest extent permitted by applicable law, in no event will Webs-inn and its affiliates and its and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any damages related to your access to, use of or inability to access or use parts, some or all of your Account, Your Sites or parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any damages related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data, including without limitation User Content and Your e-commerce data; (e) any User Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Services.
You acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for Webs-inn’s services to you, and such limitations will apply even if Webs-inn has been advised of the possibility of such liabilities.
Modifications of the Service. Webs-inn may make modifications and changes on the existing services or components and will use reasonable efforts to notify all its Customers about those changes. The changes are effective upon the date of the change. Webs-inn shall not be liable for modifications and actions of third-party services.
Modifications to the Agreement and the Fees may occur. You will be notified prior to those changes being applied to your account. If you refuse or fail to pay such fees, we will cancel your subscription.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Webs-inn’s prior written consent. Webs-inn may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Webs-inn in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorney’s fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the United States laws without regard to its conflict of law’s provisions.
Terms and Conditions Apps
- 1. “Customer” means any person or entity having an account allowing access to our Services and paying a subscription to access our Services.
- 2. “End-User” means any person or entity who uses the Mobile App(s).
- 3. “Enterprise Reseller” means any entity paying a subscription to access our Services and registered with Webs-inn as such
- 4. “Intellectual Property Rights” means inventions and patents of any type, design rights, utility models or other similar invention rights, copyrights, trademarks, service marks, trade names, trade dress, logos, trade secrets or confidentiality rights, and any other intangible property rights including applications for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.
- 5. “Mobile App(s)” means a mobile or desktop application created by the User through Webs-inn and made available to the public for download from a third-party platform or accessible from a web browser.
- 6. “Order” means a subscription to our Services made via our website, online form or Quote.
- 7. “Reseller” means any entity paying a subscription to access our Services and registered with Webs-inn as such.
- 8. “User” means a person or entity having an account allowing access to use the Services and create Mobile App(s).
- 9. “User Content” means data, information, graphics, links, web pages, signs, images, software and code, files, texts, photos, audio or video, sounds, visual works, musical works, works of authorship, and components created or provided by a User through its use of the Mobile App(s).
2. GRANT OF LICENSE
- 1. Customer’s License.Customer’s License. Webs-inn hereby grants to Customer a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable right and license, during the Term to use the software, tools, features and services that are provided as part of the Services solely to create, use, distribute and administer the Mobile App(s).
- 2. Reseller’s License.Webs-inn hereby grants to Reseller a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable right and license, during the Term to use the software, tools, features and services that are provided as part of the Services to create, use, distribute and administer (and allow its customers to create, use, distribute and administer) the Mobile App(s) as permitted herein.
- 3. Enterprise Reseller’s License.Webs-inn hereby grants to Enterprise Reseller a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable right and license, during the Term to use the software, tools, features and services that are provided as part of the Services to create, use, distribute and administer (and allow its customers and resellers to create, use, distribute and administer) the Mobile App(s) as permitted herein. Except with respect to Section 2.2, all references to “Reseller” in these Terms apply to Enterprise Resellers.
- 4. User Content License.You grant Webs-inn a license to use the User Content. By posting, downloading, displaying, performing, transmitting, or otherwise distributing User Content to the Website, you are granting Webs-inn and its affiliates and their respective officers, directors, employees, consultants, agents, and representatives a license to use user content in connection with the operation of the Services, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. By posting User Content on the Website, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.
3. SUBSCRIPTION PLANS; PAYMENT AND REFUNDS
- 1. Subscription Plans.We may provide you with various subscription plans to choose from. You may find the subscription plan features at webs-inn.com
- 2. Support Services.Upon payment of the relevant fees you may receive certain support services pursuant to the Support Terms and Conditions available at https://webs-inn.com and which are incorporated herein by reference.
- 3. Payment.A valid credit card is required. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
- 4. Refunds.We will not issue any refunds or credits for setup fees, partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. Webs-inn will use commercially reasonable efforts to have your Mobile App(s) approved by the appropriate mobile platform provider. Although there is a high likelihood of approval, we do not and cannot guarantee acceptance. If your Mobile App(s) is not approved by the appropriate mobile platform provider you may cancel your account, however there are no refunds under any circumstances.
- 5. Changes to Fees and Services.Webs-inn reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. Webs-inn shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services. From time to time, Webs-inn may issue an update to the Webs-inn Website which may add, modify, and/or remove features. These updates may be pushed out automatically with little or no notice, although Webs-inn will do everything in its power to notify you in advance of an upcoming update, including details on what the update includes.
4. INTELLECTUAL PROPERTY
- 1. Webs-inn IP.Webs-inn retains all right, title and interest in and to the Website and Services, and any derivatives thereof, including any Intellectual Property Rights contained and/or made available therein or in connection thereto. You agree not to remove, obscure or alter any notices of Intellectual Property Rights or disclaimers appearing in or on our Website or Services. The foregoing does not apply to Resellers who have opted for our white label option. The look and feel of the Services is owned by Webs-inn, Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from Webs-inn.
- 2. Software.Webs-inn may make certain software available to you through the Services. If you download or otherwise use the software from the Service, the software, including all files and images contained in or generated by the software, look and feel, HTML/CSS, visual design elements, and accompanying data (collectively, “Software”) are deemed to be licensed to you by Webs-inn, for your personal and noncommercial use only. Webs-inn does not transfer either the title or the Intellectual Property Rights to the Software, and Webs-inn retains full and complete title to the Software as well as all Intellectual Property Rights therein. You may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form.
- 3. User Content.We claim no intellectual property rights over the User Content. Your User Content remain yours. However, by using the Webs-inn Website to create your Mobile App(s), you agree to allow others to view and share your User Content. Webs-inn does not pre-screen User Content, but Webs-inn and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any User Content that is available via the Services. When accessing or using the Services, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Services is at all times governed by and subject to laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any party’s Intellectual Property Rights. You agree to abide by laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property, and you shall be solely responsible for any violations of any laws and for any infringements of any Intellectual Property Rights caused by any content you provide, post, or transmit, or that is provided or transmitted using your user name or user ID. The burden of proving that any User Content does not violate any laws or Intellectual Property Rights rests solely with you.
- 4. Marks and Publicity.Webs-inn, Customer, and Reseller trademarks, trade names, service marks, and logos, whether or not registered (“Marks”), are the sole and exclusive property of the respective owning party, which owns all right, title and interest therein. We may: (i) use the Customer or Reseller’s name and/or logo within product literature, press release(s), social media, and other marketing materials; (ii) quote the Customer or Reseller’s statements in one or more press releases; and/or (iii) make such other use of the Customer or Reseller’s name and/or logo as may be agreed between the parties. Additionally, we may include Customer or Reseller’s name and/or logo within its list of customers for general promotional purposes. We will comply with Customer or Reseller’s, as applicable, trademark use guidelines as such are communicated to us in writing and shall use the Customer or Reseller’s Marks in a manner which is consistent with industry practice. No party grants to any of the other parties any title, interest or other right in any Marks except as provided in this Section.
- 5. Suggestions/Improvements to Services.Unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by you regarding the Services will be owned by Webs-inn, and you hereby agree to assign any such rights to Webs-inn. Nothing in these Terms will preclude Webs-inn from using in any manner or for any purpose it deems necessary, the know- how, techniques, or procedures acquired or used by Webs-inn in the performance of the Services.
- 6. Reservation of Rights.Webs-inn reserves all rights not specifically granted herein.
- 1. Definition.“Confidential Information” includes all information disclosed by us, before or after the subscription start date and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by us that contains, reflects, or is derived from such information.
- 2. Exceptions.Without granting any right or license, the obligations of the parties hereunder will not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, no party will be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.
- 3. Ownership of Confidential Information.Nothing in these Terms will be construed to convey any title or ownership rights to the Services or other Confidential Information to you or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the Webs-inn’ Confidential Information. You shall not, in whole or in part, sell, lease, license, assign, transfer, or disclose the Webs-inn’ Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in these Terms.
- 4. Non-Disclosure.You agree at all times to use all reasonable efforts, but in any case no less than the efforts that you use in the protection of your own Confidential Information of like value, to protect Confidential Information belonging to us. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or subcontractors who: (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.
- 5. Injunctive Relief.Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party will be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.
- 1. No Malicious Code.To the knowledge of Webs-inn, the Website does not contain any malicious code, program, or other internal component (e.g. computer virus, computer worm, computer time bomb, or similar component), which could damage, destroy, or alter the Website, or which could reveal, damage, destroy, or alter any data or other information accessed through or processed by the Website in any manner. This warranty will be considered part of and covered under the provisions of these Terms. You must: (i) notify Webs-inn promptly in writing of any nonconformance under this warranty; (ii) provide Webs-inn with reasonable opportunity to remedy any nonconformance under the provisions of these Terms; and (iii) provide reasonable assistance in identifying and remedying any nonconformance.
- 2. Authorized Representative.Customer and Reseller warrant that each has the right to enter into these Terms and that these Terms and the Orders placed hereunder will be placed by an authorized representative of each entity.
- 3. Services Warranty.Webs-inn warrants that all services performed hereunder shall be performed in a workmanlike and professional manner.
- 4. Disclaimer of Warranties.ANY AND ALL OF SOFTWARE, SERVICES, CONFIDENTIAL INFORMATION AND ANY OTHER TECHNOLOGY OR MATERIALS PROVIDED BY WEBS-INN TO YOU ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTION 6 OF THESE TERMS. WEBS-INN MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NEITHER WEBS-INN (NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS OR LICENSORS) WARRANTS OR REPRESENTS THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. YOU ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER OR RESELLER’S PRIVACY, DATA, CONFIDENTIAL INFORMATION, AND PROPERTY.
- 1. Webs-inn Indemnity.Webs-inn will defend at its expense any cause of action brought against Reseller or Customer, to the extent that such cause of action is based on a claim that the Services infringe a United States patent, copyright, or trade secret of a third party. Webs-inn will pay those costs and damages finally awarded against Reseller or Customer pursuant to any such claim or paid in settlement of any such claim if such settlement was approved in advance by Webs-inn. Reseller and Customer may retain its own counsel at their own expense.
- 2. No Liability.Webs-inn will have no liability for any claim of infringement based on: (i) Services which have been modified by parties other than Webs-inn where the infringement claim would not have occurred in the absence of such modification; (ii) Customer or Reseller’s use of the Services in conjunction with data where use with such data gave rise to the infringement claim; or (iii) Customer or Reseller’s use of the Services outside the permitted scope of these Terms.
- 3. Remedies.Should the Services become, or in Webs-inn’ opinion are likely to become, the subject of a claim of infringement, Webs-inn may, at its option, (i) obtain the right for Customer or Reseller to continue using the Services, (ii) replace or modify the Service so it is no longer infringing or reduces the likelihood that it will be determined to be infringing, or (iii) if neither of the foregoing options is commercially reasonable, terminate the access and Use of the Service. Upon such termination, Customer or Reseller shall cease accessing the Services and Webs-inn will refund to Customer or Reseller as Customer or Reseller’s sole remedy for such service termination, the fees paid by Customer or Reseller for the terminated service for the past twelve (12) months. THIS SECTION 7 STATES THE ENTIRE LIABILITY OF WEBS-INN WITH RESPECT TO ANY CLAIM OF INFRINGEMENT REGARDING THE SERVICES.
- 6. Indemnification Procedures.Each indemnifying party’s obligations as set forth in this Section are subject to the other party: (i) giving the indemnifying party prompt written notice of any such claim or the possibility thereof;(ii) giving the indemnifying party sole control over the defense and settlement of any such claim; and (iii) providing full cooperation in good faith in the defense of any such claim.
8. LIMITATION OF LIABILITY
- 1. Liability Cap.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WEBS-INN BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEYS FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER OR RESELLER FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES.
- 2. Disclaimer of Damages.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WEBS-INN BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES AND COSTS, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.
- 3. THE FOREGOING LIMITATIONS APPLY EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
9. TERM AND TERMINATION
- 1. Term.These terms will be in effect from the time that the Services are activated and will continue until the termination of your Order.
- 2. Termination by Reseller or Customer.You must cancel your subscription before your Order renewal date and prior to debiting of funds to Webs-inn in order to avoid the next billing. To cancel, go to the “Dashboard” on our Website and follow the instructions for cancellation. All cancellations must be made in writing, via email, to firstname.lastname@example.org. Sending an email to any other Webs-inn email address shall not constitute as a proper notification of cancellation.
- 3. Termination by Webs-inn.These Terms and any usage rights granted hereunder may be terminated by Webs-inn: (i) if you fail to make any payments due hereunder within fifteen (15) days of the due date; (ii) on thirty (30) days written notice to you if you fail to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iii) you file a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.
- 4. Effect of Termination.Upon termination of these Terms, Reseller, Customer, and User shall no longer access the Services and shall not circumvent any security mechanisms contained therein.
- 5. Other Remedies.Termination of Terms will not limit us from pursuing other remedies available to us, including injunctive relief, nor will such termination relieve your obligation to pay all fees that have accrued or are otherwise owed by you under these Terms.
10. YOUR OBLIGATIONS
- 1. You agree to comply with our Acceptable Use Policy, available at Webs-inn.com and which is incorporated herein by reference.
- 2. The Customer and Reseller shall be obliged to inform their respective Users before the beginning of use of the Services about the rights and obligations set forth in these Terms. The Customer or Reseller, as applicable will be liable for any violation of obligations by their Users or by other third parties who violate obligations within the Customer or Reseller’s control.
- 3. You are obliged to keep the login names and the passwords required for the use of the Services confidential, to keep it in a safe place, and to protect it against unauthorized access by third parties with appropriate precautions, and to instruct your Users to observe copyright regulations.
- 4. Before entering its data and information, the Users are obliged to check the same for viruses or other harmful components and to use state of the art anti-virus programs for this purpose. In addition, the Users shall be responsible for the entry and the maintenance of its data.
- 5. Webs-inn has the right (but not the obligation) to suspend access to the Services or remove any data or content transmitted via the Services without liability (i) if Webs-inn reasonably believes that the Services are being used in violation of these Terms or applicable law, (ii) if requested by a law enforcement or government agency or otherwise to comply with applicable law, provided that Webs-inn shall use commercially reasonable efforts to notify you prior to suspending the access to the Services as permitted under these Terms, or (iii) as otherwise specified in these Terms. Information on our servers may be unavailable to you during a suspension of access to the Services. Webs-inn will use commercially reasonable efforts to give you at least twelve (12) hours’ notice of a suspension unless Webs-inn determines in its commercially reasonable judgment that a suspension on shorter or contemporaneous notice is necessary to protect Webs-inn or its customers.
- 6. If you engage in offerings, dealings or transactions with End-Users, you must comply with all applicable consumer protection laws.
- 7. You may not access the Services if you are a direct competitor of Webs-inn, except with Webs-inn prior written consent.
- 1. Assignment; Transfer.Neither Customer nor Reseller may not assign these Terms or otherwise transfer any usage rights created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Webs-inn. It the transfer is approved by Webs-inn, we reserve the right to charge a transfer fee. Any purported assignment of these Terms, or any rights in violation of this Section will be deemed void. For clarity, Customers and Resellers are not permitted to solicit other subscribers to transfer or link Mobile App(s) to their account in order to fraudulently obtain discounted pricing. Webs-inn may terminate the Customer or Reseller’s right to use the Services immediately if Customer or Reseller breaches this Section 12.1. Customer or Reseller, as applicable, will remain liable for the payment of the applicable fees for the remainder of their initial subscription term or then-current renewal period. Webs-inn may assign, in whole or in part, its rights, interests, and obligations hereunder without limitation.
- 2. Third Parties.Webs-inn will have the right to use third parties, including, but not limited to, employees of Webs-inn’ affiliates and subsidiaries (“Subcontractors”) in performance of its obligations and services hereunder and, for purposes of these Terms, all references to Webs-inn or its employees will be deemed to include such Subcontractors.
- 3. Technical Data.You shall not provide to Webs-inn any technical data as that term is defined in the International Traffic in Arms Regulations (“ITAR”) at 22 CFR 120.10. You certify that all information provided to Webs-inn has been reviewed and scrubbed so that all technical data and other sensitive information relevant to your ITAR regulated project has been removed and the information provided is only relevant to bug reports on Webs-inn products.
- 4. Compliance with Laws.You agree to comply with all applicable laws, regulations, and ordinances relating to your obligations under these Terms.
- 5. Survival.Any provision that by its nature is intended to survive the termination of these Terms will survive termination of these Terms.
- 6. Notices.Any notice required under these Terms shall be given in writing and will be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address specified on the Order or to such other address as the parties may designate in writing. Any notice of material breach will clearly define the breach including the specific contractual obligation that has been breached.
- 7. Force Majeure.Webs-inn will not be liable to you for any delay or failure of Webs-inn to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Webs-inn. Such causes will include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by you in providing required resources or support or performing any other requirements hereunder.
- 8. Restricted Rights.Use of the Services by or for the United States Government is conditioned upon the Government agreeing that the Services is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. You are responsible for assuring that this provision is included in all agreements with the United States Government and that the Services, when accessed by the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such access.
- 9. Entire Agreement.These Terms, along with the Order and any other terms incorporated by reference herein constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect to the subject matter contained herein.
- 10. Headings.Headings are for reference purposes only, have no substantive effect, and will not enter into the interpretation hereof.
- 11. No Waiver.No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
- 12. Severability and Reformation.Each provision of these Terms is a separately enforceable provision. If any provision of these Terms is determined to be or becomes unenforceable or illegal, such provision will be reformed to the minimum extent necessary in order for these Terms to remain in effect in accordance with its terms as modified by such reformation.
- 13. Independent Contractor.Webs-inn is an independent contractor and nothing in these Terms will be deemed to make Webs-inn an agent, employee, partner, or joint venturer of Customer or Reseller. No party will have authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.
- 14. Governing Law; Venue.The laws of the State of Texas, USA govern the interpretation of these Terms, regardless of conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA) are hereby excluded in their entirety from application to these Terms. The parties agree that the federal and state courts located in Travis County, Texas, USA will have exclusive jurisdiction for any dispute arising under, out of, or relating to these Terms. Mediation will be held in Austin, Texas, USA.
- 15. Dispute Resolution.
- Where there is a dispute, controversy, or claim arising under, out of, or relating to these Terms, the aggrieved party shall notify the other party in writing of the nature of such dispute with as much detail as possible about the alleged deficient performance of the other party. A representative from senior management of each of the parties shall meet in person or communicate by telephone within five (5) business days of the date of the written notification in order to reach an agreement about the nature of the alleged deficiency and the corrective action to be taken by the respective parties.
- Any dispute, controversy, or claim arising under, out of, or relating to these Terms and any subsequent amendments of these Terms, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach, or termination, as well as non-contractual claims, and any claims with respect to the validity of this mediation agreement (hereinafter the “Dispute”), shall be submitted to mediation in accordance with the then-current WIPO Mediation Rules. The language to be used in the mediation will be English.
- Opportunity to Cure.Notwithstanding anything contained hereunder, you agree and acknowledge that no dispute resolution or litigation will be pursued by you for any breach of these Terms until and unless Webs-inn has had an opportunity to cure any alleged breach. You agree to provide Webs-inn with a detailed description of any alleged failure and a description of the steps that you understand must be taken by Webs-inn to resolve the failure. Webs-inn shall have sixty (60) days from Webs-inn’ receipt of your notice to complete the cure.
- Injunctive Relief.The parties agree that it will not be inconsistent with their duty to mediate to seek injunctive or other interim relief from a competent court. The parties, in addition to all other available remedies, shall each have the right to initiate an action in any court of competent jurisdiction in order to request injunctive or other interim relief with respect to a violation of intellectual property rights or confidentiality obligations. The choice of venue does not prevent a party from seeking injunctive or any interim relief in any appropriate jurisdiction.
Last updated: September 30, 2018