TERMS OF SERVICE
- AWS Managed Services Agreement
- Server Administration Agreement
- K9 Response Services
- K9 Care & Hosting
These Website Standard Terms And Conditions (these “Terms” or these “Website Standard Terms And Conditions”) contained herein on this webpage, shall govern your use of this website, including all pages within this website (collectively referred to herein below as this “Website”). These Terms apply in full force and effect to your use of this Website and by using this Website, you expressly accept all terms and conditions contained herein in full. You must not use this Website, if you have any objection to any of these Website Standard Terms And Conditions.
This Website is not for use by any minors (defined as those who are not at least 18 years of age), and you must not use this Website if you a minor.
- Intellectual Property Rights.
Other than content you own, which you may have opted to include on this Website, under these Terms, K9 Webops LLC and/or its licensors own all rights to the intellectual property and material contained in this Website, and all such rights are reserved.
You are granted a limited license only, subject to the restrictions provided in these Terms, for purposes of viewing the material contained on this Website,
You are expressly and emphatically restricted from all of the following:
- publishing any Website material in any media;
- selling, sublicensing and/or otherwise commercializing any Website material;
- publicly performing and/or showing any Website material;
- using this Website in any way that is, or may be, damaging to this Website;
- using this Website in any way that impacts user access to this Website;
- using this Website contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Website, or to any person or business entity;
- engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website, or while using this Website;
- using this Website to engage in any advertising or marketing;
Certain areas of this Website are restricted from access by you and K9 Webops LLC may further restrict access by you to any areas of this Website, at any time, in its sole and absolute discretion. Any user ID and password you may have for this Website are confidential and you must maintain confidentiality of such information.
- Your Content.
In these Website Standard Terms And Conditions, “Your Content” shall mean any audio, video, text, images or other material you choose to display on this Website. With respect to Your Content, by displaying it, you grant K9 Webops LLC a non-exclusive, worldwide, irrevocable, royalty-free, sublicensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.
Your Content must be your own and must not be infringing on any third party’s rights. K9 Webops LLC reserves the right to remove any of Your Content from this Website at any time, and for any reason, without notice.
- No warranties.
This Website is provided “as is,” with all faults, and K9 Webops LLC makes no express or implied representations or warranties, of any kind related to this Website or the materials contained on this Website. Additionally, nothing contained on this Website shall be construed as providing consult or advice to you.
- Limitation of liability.
In no event shall K9 Webops LLC, nor any of its officers, directors and employees, be liable to you for anything arising out of or in any way connected with your use of this Website, whether such liability is under contract, tort or otherwise, and K9 Webops LLC, including its officers, directors and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website.
You hereby indemnify to the fullest extent K9 Webops LLC from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms.
If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.
- Variation of Terms.
K9 Webops LLC is permitted to revise these Terms at any time as it sees fit, and by using this Website you are expected to review such Terms on a regular basis to ensure you understand all terms and conditions governing use of this Website.
K9 Webops LLC shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, .you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
- Entire Agreement.
These Terms, including any legal notices and disclaimers contained on this Website, constitute the entire agreement between K9 Webops LLC and you in relation to your use of this Website, and supersede all prior agreements and understandings with respect to the same.
- Governing Law & Jurisdiction.
These Terms will be governed by and construed in accordance with the laws of the State of Pennsylvania, and you submit to the non-exclusive jurisdiction of the state and federal courts located in Pennsylvania for the resolution of any disputes.
AWS Managed Services Customer Agreement
This K9 Webops AWS Customer Agreement (this “Agreement“) contains the terms and conditions that govern your access to and use of the Service Offerings (as defined below) and is an agreement between K9 Webops LLC. (“K9 Webops,” “we,” “us,” or “our”) located at 651 Scroggy Road, Oxford, PA 19363 and you or the entity you represent (“you“). This Agreement takes effect when you use any of the Service Offerings (the “Effective Date“). You will place orders from K9 WEBOPS on order forms, each of which will describe one or more products or services we will be providing to you (“Orders”). You understand that you are purchasing a cloud based service offered by Amazon Web Services, Inc. (“AWS”). For purposes of this Agreement, AWS shall be considered an affiliate of K9 WEBOPS. You also understand that K9 WEBOPS is working with you to facilitate your use of the Service Offerings but that AWS is the underlying provider and that AWS owns and operates the equipment and technology used to deliver the Service Offerings. By entering this Agreement, you acknowledge that your use of the AWS services and the Service Offerings is subject to the AWS Customer License Terms, a separate agreement between you and Amazon Web Services, Inc., a current version of which is located here https://s3.amazonaws.com/Reseller-Program-Legal-Documents/AWS+Reseller+Customer+License+Terms.pdf.
1. Use of the Service Offerings.
1.1 Generally. You may access and use the Service Offerings in accordance with this Agreement. Service Level Agreements may apply to certain Service Offerings. You will adhere to all laws, rules, and regulations applicable to your use of the Service Offerings, including the Service Terms, the Acceptable Use Policy and the other Policies as defined in Section 14.
1.2 Your Account. To access the Services, you must create an AWS account associated with a valid e-mail address. Unless explicitly permitted by the Service Terms, you may only create one account per email address. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your account. You will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen. You may terminate your account and this Agreement at any time in accordance with Section 7.
1.3 Support to You. If you would like support for the Services other than the support we or our affiliates generally provide to other users of the Services without charge, you may enroll for customer support.
1.4 Third Party Content. Third Party Content, such as software applications provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk.
2.1 To the Service Offerings. We may change, discontinue, or deprecate any of the Service Offerings (including the Service Offerings as a whole) or change or remove features or functionality of the Service Offerings from time to time. We will notify you of any material change to or discontinuation of the Service Offerings.
2.2 To the APIs. We may change, discontinue or deprecate any APIs for the Services from time to time but will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for 12 months after the change, discontinuation, or deprecation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities).
2.3 To the Service Level Agreements. We may change, discontinue or add Service Level Agreements from time to time.
3. Security and Data Privacy.
3.1 AWS Security. Without limiting Section 10 or your obligations under Section 4.2, we will implement reasonable and appropriate measures designed to help you secure Your Content against accidental or unlawful loss, access or disclosure.
4. Your Responsibilities
4.1 Your Content. You are solely responsible for the development, content, operation, maintenance, and use of Your Content. For example, you are solely responsible for: (a) the technical operation of Your Content, including ensuring that calls you make to any Service are compatible with then-current APIs for that Service; (b) compliance of Your Content with the Acceptable Use Policy, the other Policies, and the law; (c) any claims relating to Your Content; and (d) properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that Your Content violate such person’s rights, including notices pursuant to the Digital Millennium Copyright Act.
4.2 Other Security and Backup. You are responsible for properly configuring and using the Service Offerings and taking your own steps to maintain appropriate security, protection and backup of Your Content, which may include the use of encryption technology to protect Your Content from unauthorized access and routine archiving Your Content. AWS log-in credentials and private keys generated by the Services are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.
4.3 End User Violations. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Service Offerings. You are responsible for End Users’ use of Your Content and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by an End User, you will immediately terminate such End User’s access to Your Content and the Service Offerings.
4.4 End User Support. You are responsible for providing customer service (if any) to End Users. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide support or services.
5. Fees and Payment
5.1. Service Fees. We calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Service Offerings as described on the applicable purchase order using one of the payment methods we support. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the K9 WEBOPS Site unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services by giving you at least 30 days’ advance notice. We may charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.
5.2 Taxes. All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
6. Temporary Suspension
6.1 Generally. We may suspend your or any End User’s right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine: (a) your or an End User’s use of or registration for the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) may adversely impact the Service Offerings or the systems or Content of any other K9 WEBOPS or AWS customer, (iii) may subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent; (b) you are, or any End User is, in breach of this Agreement, including if you are delinquent on your payment obligations for more than 15 days; or (c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
6.2 Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings: (a) you remain responsible for all fees and charges you have incurred through the date of suspension; (b) you remain responsible for any applicable fees and charges for any Service Offerings to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension; (c) you will not be entitled to any service credits under the Service Level Agreements for any period of suspension; and (d) we will not erase any of Your Content as a result of your suspension, except as specified elsewhere in this Agreement. Our right to suspend your or any End User’s right to access or use the Service Offerings is in addition to our right to terminate this Agreement pursuant to Section 7.2.
7. Term; Termination
7.1. Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated by you or us in accordance with Section 7.2.
7.2 Termination. (a) Termination for Convenience. You may terminate this Agreement for any reason by: (i) providing us notice and (ii) closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you 30 days advance notice. (b) Termination for Cause. (i) By Either Party. Either party may terminate this Agreement for cause upon 30 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30 day notice period. (ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause, if any act or omission by you or any End User results in a suspension described in Section 6.1, (B) if our relationship with a third party partner or affiliate who provides software or other technology we use to provide the Service Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Services, (c) if we believe providing the Services could create a substantial economic or technical burden or material security risk for us or our affiliates, (D) in order to comply with the law or requests of governmental entities, or (E) if we determine use of the Service Offerings by you or any End Users or our provision of any of the Services to you or any End Users has become impractical or unfeasible for any legal or regulatory reason
7.3. Effect of Termination. (a) Generally. Upon any termination of this Agreement: (i) all your rights under this Agreement immediately terminate; (ii) you remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for inprocess tasks completed after the date of termination; (iii) you will immediately return or, if instructed by us, destroy all AWS Content in your possession; and (iv) Sections 4.1, 5.2, 7.3, 8 (except the license granted to you in Section 8.4), 9, 10, 11, 13 and 14 will continue to apply in accordance with their terms. (b) Post-Termination Assistance. Unless we terminate your use of the Service Offerings pursuant to Section 7.2(b), during the 30 days following termination: (i) we will not erase any of Your Content as a result of the termination; (ii) you may retrieve Your Content from the Services only if you have paid any charges for any post-termination use of the Service Offerings and all other amounts due; and (iii) we will provide you with the same post-termination data retrieval assistance that we generally make available to all customers. Any additional post-termination assistance from us is subject to mutual agreement by you and us.
8. Proprietary Rights
8.1 Your Content. As between you and us, you or your licensors own all right, title, and interest in and to Your Content. Except as provided in this Section 8, we obtain no rights under this Agreement from you or your licensors to Your Content, including any related intellectual property rights. You consent to our and our affiliate’s use of Your Content to provide the Service Offerings to you and any End Users. We or our affiliates may disclose Your Content to provide the Service Offerings to you or any End Users or to comply with any request of a governmental or regulatory body (including subpoenas or court orders).
8.2 Your Submissions. Your Submissions will be governed by the terms of the Apache Software License, unless you specify one of our other supported licenses at the time you submit Your Submission.
8.3 Adequate Rights. You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Your Submissions; (b) you have all rights in Your Content and Your Submissions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content, Your Submissions or End Users’ use of Your Content, Your Submissions or the Services Offerings will violate the Acceptable Use Policy.
8.4 Service Offerings License. As between you and us, we or our affiliates or licensors own and reserve all right, title, and interest in and to the Service Offerings. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following during the Term: (i) access and use the Services solely in accordance with this Agreement; and (ii) copy and use the AWS Content solely in connection with your permitted use of the Services. Except as provided in this Section 8.4, you obtain no rights under this Agreement from us or our affiliates or licensors to the Service Offerings, including any related intellectual property rights. Some AWS Content may be provided to you under a separate license, such as the Apache Software License or other open source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to that AWS Content.
8.5 License Restrictions. Neither you nor any End User may use the Service Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Service Offerings (except to the extent software included in the Service Offerings are provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Service Offerings or apply any other process or procedure to derive the source code of any software included in the Service Offerings, (c) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Service Offerings. All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Service Offerings you have used. You may only use the AWS Marks in accordance with the Trademark Use Guidelines.
8.6 Suggestions. If you provide any Suggestions to us or our affiliates, we or our affiliates will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential. We and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us and our affiliates all right, title, and interest in and to the Suggestions and agree to provide any assistance we may require to document, perfect, and maintain our or our affiliates rights in the Suggestions.
9.1. General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your or any End Users’ use of the Service Offerings (including any activities under your AWS account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you or any End User; (c) Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content or by the use, development, design, production, advertising or marketing of Your Content; or (d) a dispute between you and any End User. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.
9.2. Process. We or our affiliates will promptly notify you of any claim subject to Section 9.1, but failure to promptly notify you will only affect your obligations under Section 9.1 to the extent that the failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SERVICE OFFERINGS OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
11. Limitations of Liability.
WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR OR OUR AFFILIATES DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SLAS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM. NOTHING IN THIS SECTION 11 WILL LIMIT YOUR OBLIGATION TO PAY US PURSUANT TO SECTION 5 (FEES AND PAYMENT).
12. Modifications to the Agreement.
We may modify this Agreement (including any Policies) at any time by posting a revised version on the K9 WEBOPS Site or by otherwise notifying you in accordance with Section 13.7. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Service Offerings after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the K9 WEBOPS Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.
13.1 Confidentiality and Publicity. You may use AWS Confidential information only in connection with your use of the Service Offerings as permitted under this Agreement. You will not disclose AWS Confidential Information during the Term or at any time during the 5 year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of AWS Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Service Offerings. You will not misrepresent or embellish the relationship between us or our affiliates and you (including by expressing or implying that we or our affiliates support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us or our affiliates and you or any other person or entity except as expressly permitted by this Agreement.
13.2 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
13.3 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
13.4 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
13.5 U.S. Government Rights. The Service Offerings are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Service Offerings. If you are using the Service Offerings on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Service Offerings. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
13.6 Import and Export Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service Offerings, including your transfer and processing of Your Content, the provision of Your Content to End Users, and the AWS region in which any of the foregoing occur.
13.7 Notice. (a) To You. We or our affiliates may provide any notice to you under this Agreement by: (i) posting a notice on the K9 WEBOPS Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the CPWS Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. (b) To Us. To give us notice under this Agreement, you must contact AWS as follows: (i) by facsimile transmission to 703-263-2574; or (ii) by personal delivery, overnight courier or registered or certified mail to K9 Webops LLC., 14120 A Sullyfield Circle, Chantilly, VA. 20151-1660. We may update the facsimile number or address for notices to us by posting a notice on the K9 WEBOPS Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent. (c) Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
13.8 Assignment. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.8 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
13.9 No Waivers. The failure by us or our affiliates to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our or our affiliates right to enforce such provision at a later time. All waivers by us or our affiliates must be in writing to be effective.
13.10 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
13.11 Governing Law; Venue. The laws of the State of Pennsylvania, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. Any dispute relating in any way to the Service Offerings or this Agreement where a party seeks aggregate relief of $7,500 or more will be adjudicated in any state or federal court in King County, Washington. You consent to exclusive jurisdiction and venue in those courts. We or our affiliates may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our, our affiliates, or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
13.12 Entire Agreement; English Language. This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the security and data privacy provisions in Section 3 of this Agreement contain our and our affiliates’ entire obligation regarding the security, privacy and confidentiality of Your Content. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
“Acceptable Use Policy” means the policy currently available at http://aws.amazon.com/aup, as it may be updated by us from time to time.
“API” means an application program interface.
“AWS Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. AWS Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we or our affiliates are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. AWS Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the AWS Confidential Information.
“AWS Content” means Content we or any of our affiliates make available in connection with the Services or on the AWS Site to allow access to and use of the Services, including WSDLs; Documentation; sample code; software libraries; command line tools; and other related technology. AWS Content does not include the Services.
“AWS Marks” means any trademarks, service marks, service or trade names, logos, and other designations of AWS and its affiliates that we may make available to you in connection with this Agreement.
“AWS Support Guidelines” means the guidelines currently available at http://aws.amazon.com/premiumsupport/guidelines, as they may be updated by us or our affiliates from time to time.
“AWS Site” means http://aws.amazon.com and any successor or related site designated by us or our affiliates. “Content” means software (including machine images), data, text, audio, video, images or other content.
“K9 WEBOPS Site” means [https://k9webops.com] “Documentation” means the developer guides, getting started guides, user guides, quick reference guides, and other technical and operations manuals and specifications for the Services located at http://aws.amazon.com/documentation, as such documentation may be updated by us or our affiliates from time to time.
“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Service Offerings under your account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own AWS account, rather than your account.
“Policies” means the Acceptable Use Policy, the Site Terms, the Service Terms, the Trademark Use Guidelines, all restrictions described in the AWS Content and on the AWS Site, and any other policy or terms referenced in or incorporated into this Agreement. Policies does not include whitepapers or other marketing materials referenced on the AWS Site.
“Service” means each of the web services made available by us or our affiliates, including those web services described in the Service Terms.
“Service Level Agreement” means all service level agreements that we or our affiliates offer with respect to the Services and post on the AWS Site, as they may be updated by us or our affiliates from time to time. The service level agreements we or our affiliates currently offer with respect to the Services are located at http://aws.amazon.com/ec2-sla/, http://aws.amazon.com/s3-sla/, and http://aws.amazon.com/cloudfront/sla.
“Service Offerings” means the Services (including associated APIs), the AWS Content, the AWS Marks, the AWS Site, and any other product or service provided by us or our affiliates under this Agreement. Service Offerings do not include Third Party Content.
“Term” means the term of this Agreement described in Section 7.1.
“Third Party Content” means Content made available to you by any third party on the AWS Site or in conjunction with the Services.
“Trademark Use Guidelines” means the guidelines and license located at http://aws.amazon.com/trademark-guidelines/, as they may be updated by us or our affiliates from time to time.
“Your Content” means Content you or any End User (a) run on the Services, (b) cause to interface with the Services, or (c) upload to the Services under your account or otherwise transfer, process, use or store in connection with your account.
“Your Submissions” means Content that you post or otherwise submit to developer forums, sample code repositories, public data repositories, or similar community-focused areas of the AWS Site, the K9 WEBOPS Site, or the Services.
Changes posted July 6, 2019
Billing Frequency (Section 5.1) The following sentence has been added to Section 5.1: “We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment.”
Suspension for Fraud (Section 6.1)
(a) your or an End User’s use of or registration for the Service Offerings (i) poses a security risk to the Service Offerings or any third party, (ii) may adversely impact the Service Offerings or the systems or Content of any other K9 WEBOPS or AWS customer, (iii) may subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent.
Separate License Applicability (Section 8.4) The following has been added to the end of Section 8.4: “…or other open source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to that AWS Content.”
License Restrictions (Section 8.5) The following has been added to Section 8.5: “…(d) resell or sublicense the Service Offerings.”
Assignment (Section 13.8) The following sentence has been added to Section 13.8: “Any assignment or transfer in violation of this Section 13.8 will be void.”
Server Administration Customer Agreement
Customer agrees that it will protect, indemnify, save and hold K9 Webops LLC harmless from any and all stipulations, liabilities, losses, expenses and claims, as well as reasonable attorney’s fees assessed against K9 Webops LLC, its agents, customers, officers, employees and administration that may arise or result from any service provided or performed or agreed to be performed or any product sold by it’s customers, agents, employees or assigns. Customer agrees to defend, indemnify and hold K9 Webops LLC harmless against liabilities arising out of; (1) any injury to person or property caused by any products sold or distributed in association with K9 Webops LLC’s Services; (2) any material furnished by customer infringing or allegedly infringing on the proprietary rights of a third party; (3) copyright violation and any defective products sold to a customer from K9 Webops LLC’s Services.
Governing Law, Jurisdiction, and Venue
The validity, interpretation, construction and performance of this agreement shall be governed by the laws of the State of Pennsylvania. The Pennsylvania state courts of Chester County, Pennsylvania (or, if there is exclusive federal jurisdiction, the United States District Court for the District of Arizona) shall have exclusive jurisdiction and venue over any dispute arising out of this agreement, and customers hereby consent to the jurisdiction of such courts.
Customer’s Sole Remedy
K9 Webops LLC’s entire liability and Customer’s exclusive remedy shall be the refund of up to thirty (30) days of service.
Limitation of Liability
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH K9 WEBOPS LLC IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY K9 WEBOPS LLC OF THE RISK OF CUSTOMER’S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH CUSTOMER’S USE OF THE SOFTWARE AND DOCUMENTATION. ACCORDINGLY, CUSTOMER AGREES THAT K9 WEBOPS LLC SHALL NOT BE RESPONSIBLE TO CUSTOMER FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE SERVICE OR DOCUMENTATION. Any provision herein to the contrary notwithstanding, the maximum liability of K9 Webops LLC to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of any service delivered to Customer hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to K9 Webops LLC by Customer for thirty (30) days of service whose license, use, or other employment gives rise to the liability. The essential purpose of this provision is to limit the potential liability of K9 Webops LLC arising out of this agreement. The parties acknowledge that the limitations set forth in this agreement are integral to the amount of consideration levied in connection with the license of the services and documentation and any services rendered hereunder and that, were K9 Webops LLC to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.
All payments after the first 30 days of service to K9 Webops LLC are nonrefundable, regardless of usage or reason. Any incorrect, overcharges or billing disputes must be reported within 60 days of the time the charge occurred. If you dispute a charge to your credit card issuer that, at K9 Webops LLC’s sole discretion is a valid charge under the provisions of our TOS, you agree to pay K9 Webops LLC an “Administrative Fee” of $100 per dispute.
K9 Webops LLC will not be responsible for any damages your business may suffer. K9 Webops LLC makes no warranties of any kind, expressed or implied for services we provide. K9 Webops LLC disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by K9 Webops LLC and its representatives, contractors or employees. K9 Webops LLC reserves the right to amend or update these policies without notice. Failure to follow any terms and conditions may result in account deactivation.
K9 Webops LLC furthermore expects that its customers who provide Internet services to others will fully comply with all applicable laws concerning the privacy of online communications. A customer’s failure to comply with those laws will violate this policy. Finally, K9 Webops LLC wishes to emphasize that in accepting services, customers indemnify K9 Webops LLC for the violation of any law or K9 Webops LLC policy that results in loss to K9 Webops LLC or the bringing of any claim against K9 Webops LLC. This means that if K9 Webops LLC is sued because of activities of the customer that violate any law, or this policy, the customer will pay any damages awarded against K9 Webops LLC, plus costs and reasonable attorneys’ fees.
Refusal of Service
K9 Webops LLC reserves the right at its sole discretion to refuse or cancel service. Violation of any of K9 Webops LLC’s Rules and Regulations could result in a warning, suspension, or possible account termination. Accounts may be terminated for any or no reason at all without any prior notice to the customer. Accounts terminated due to policy violations will not be refunded.
K9 Webops LLC will provide no service of any type for customers which host, promote or are in any way purposefully engaged in pornography (includes both hardcore and softcore pornography), gambling, warez, get-rich-quick, malicious software, hacking, spamming or any type of illegal activity or host content deemed inappropriate by our sole discretion.
We have no tolerance for abusive language and/or abusive behavior towards our company and/or service we provide and/or our employees. Any customer deemed at our sole discretion to be abusive to our company and/or service we provide and/or our employees will result in immediate irrevocable account termination without any refund. Threats to sue, slander, libel, etc., are all considered forms of abuse and will result in immediate irrevocable account termination without any refund.
Customer agrees that the waiver of any breach, or the failure to enforce these terms and conditions, at any time, shall not in any way affect, limit, or waive the right of K9 Webops LLC to thereafter to enforce and compel strict compliance by the other party regarding any of these terms and conditions.
If any one or more sections of these terms and conditions should ever be determined to be illegal, invalid, or otherwise unenforceable by reason of any law, statute, regulation, or public policy, then, to the extent and within the jurisdiction in which the section is illegal, invalid, or otherwise unenforceable, the section shall be limited or severed and deleted from these terms and conditions, and the remaining sections of these terms and conditions shall survive, remain in full force and effect and continue to be binding, and shall not be affected except as may be necessary to make sense of these terms and conditions, and shall be interpreted to give effect to these terms and conditions to retain validity of these terms and conditions.
K9 Response Services – Terms
K9 Webops LLC under any circumstances will not be responsible for any damages your business may suffer. K9 Webops LLC makes no warranties of any kind, expressed or implied for services we provide. K9 Webops LLC disclaims all implied warranties of merchantability or fitness for a particular purpose. this includes but is not limited to loss of data resulting from delays, hacking from insecurities, prolonged downtime from lack of action to monitoring, non-deliveries, wrong delivery, and any and all service interruptions caused by K9 Webops LLC staff. K9 Webops LLC reserves the right to amend or update these policies without notice. Failure to follow any terms and conditions may result in account deactivation.
We do our best to provide a high quality service and availability, However, unless explicitly stated in a signed SLA, services provided by K9 Webops LLC are not designed for mission critical use, and should not be used for such purposes.
Access to Servers
K9 Webops LLC requires administrative access to your server(s) in order to provide services to you. If proper information is not provided, or updated to K9 Webops LLC, we can not be responsible for any issues in your server. Paswords should be entered into the password manager section of the client dashboard located at https://clients.k9webops.com.
Response Time and Resolution Time
For support tickets, we offer and guarantee the following initial response times:
- Low Priority – 6 hours
- Normal Priority – 3 hours
- High Priority – 1 hour
Subsequent responses and resolutions will depend on the responses we receive from the client. If a ticket requires more time, we will inform you of this within the timeframe and update you throughout the process. Tickets are reviewed in the order they are received, and answered consecutively. Response and Resolution time count starts from the moment the ticket is opened in our client dashboard (https://clients.k9webops.com).
A “response” means that a technician has read the ticket, assigned it to the most appropriate technician to handle your specific problem, and responded stating that the ticket resolution process has started. A “resolution” means that a technician has resolved the problem in the ticket. (You will see some tickets responded to and resolved within minutes, and others within hours. Nevertheless, we only offer and guarantee that an initial response will be received in accordance with the ticket priority. In certain instances, if you report a problem that is erratic or requires more time than our response/resolution time to debug, we will inform you of this within our response/resolution time.
For Restoration and Migration requests, the Response and Resolution time guarantee covers our work only, and not the actual time of the data transferring since we have no control over how long it will take your server to transfer data. We will start the restoration or migration request within our Response and Resolution time guarantee. The time it takes for the restoration or migration request to be completed is beyond our control and solely dependent upon the amount of data that has to be copied, number of accounts, network connection speed between servers, server’s speed, etc. (If you have a lot of accounts or data to be transferred, even though we will start it within our guaranteed response and resolution time, it can still take several days for your server to complete the data transfer). The status of migrations in progress are checked a minimum of once per day.
Support can only be provided on the ip address registered in your account. If you change your server ip address for any reason (ie, move to a new server, obtain a new server, change the main server ip address, etc), it must be added to your account first by submitting a ticket to the Billing department. Support can not be started nor provided for any reason on the new ip address until the Billing department has added the new ip address to your account.
Sales, billing, or any other non-support related issue is not covered under our Response and Resolution time guarantee.
We do not provide any instructions on how to do technical work yourself or how any technical work was done, including but not limited to a list of steps, copy of the commands used, ssh session transcript, graphic/text screenshots, history recording, etc.
We do not make any backups of your data. Backup software is enabled upon request only and backups are stored at the location provided by the customer. We do not store or save any of the data that is backed up. Upon request, the backup software will be enabled to run automatically by itself on the server. We do not manually make the backups. Please note, the backup utility is known to stop without notice at times, therefore it is absolutely necessary and extremely important that you check the backup files on a frequent and regular basis to make sure that the backups are up to date and have not stopped being created.
Bumping tickets (replying to tickets already in open) pushes them to the bottom of the list, therefore causing delays.
To schedule tickets to be done at a specific time, time must be specified in our Eastern time zone, and we must be given 24 hours advance, and at least an 8 hour window of work time. We will try our best to accommodate scheduled requests but if we are unable to complete it within the requested time window, it will be automatically rescheduled for the same time window the following day.
Service is provided monthly per server ip address. Server ip address can only be changed on the billing cycle renewal date, and not within the month where support for the current server ip address has already been provided (ie, we can not work on 2 different servers within the same month for the price of 1).
All SLA guarantees are suspended the day before, during, and after any and all holidays, and any periods where weather or any other uncontrollable occurrences of nature effect work flow, power, internet, or staff accessibility.
Refunds of any kind for any reason may take up to 45 days from the time the refund is requested or offered for processing.
Abuse or disrespect directed towards any of our staff will never be tolerated. If you are disrespectful, use foul language, threaten us, post invalid negative information on us in a public forum or other site, or do anything else we may find offensive, you will be considered in severe breach of this agreement. Violations of this policy carry heavy penalties including, but not limited to, warning, extended suspension or disconnection of all Services provided, or cancellation of all Services provided. Prior to un-suspension or disconnection of a Service suspended or disconnected for violation of this policy may be subject to an “Administrative Charge” of $75.00 USD. As per this agreement, no refunds will be offered in the event that cancellation is considered
3rd party software
Even though third party server software support is covered on all admin plans. Considering the number of available software applications on the internet today, it is simply not possible to be able to know them all. While our engineers are very good at researching issues for unsupported software, we cannot guarantee a resolution for issues with any software other than what is normally provided, such as, but not limited to: cPanel/WHM, Fantastico, Softaculous. Webmin, Plesk, Direct Admin, Virtuozzo, OpenVZ, MySQL, PHP, Apache, Litespeed Web Server, CSF Firewall, IPTables, etc.
K9 Webops LLC will not provide technical support or troubleshooting for any custom software applications. If you have custom-coded software installed on your server, it will be your responsibility to install, maintain, and troubleshoot it, unless a custom service contract has been arranged with K9 Webops LLC. K9 Webops LLC will not be responsible for any software you attempt to install in your server. If you need something installed, please open a ticket in our helpdesk and ask techs for help. When we say “server management” this means we will manage issues in your server, and related to your server, and not individual accounts or domains, as this would be next to impossible to do. If support request is beyond the scope of “normal” server management, it will not be covered. Beyond “normal” means any support requested from techs that would not normally be done on your machine, or that could cause issues.
IMPORTANT: We will not be responsible for any changes you or someone else makes in your server – It is highly recommended that if you need to make any changes in your server, that you open a support ticket and ask our support team for help. Because of the intricacies of abuse complaints, our support staff normally does not handle these kinds of issues. If you do require the handling of abuse issues, you would need to provide detailed instructions.
K9 Webops LLC will make available all of our technical resources to support your server(s). However, it is your responsibility to make every attempt to resolve basic issues (i.e. adding websites & email accounts through a control panel, rebooting your server, pointing DNS, enforcing proper AUP, managing your clients, etc.). K9 Webops LLC retains the right to determine how much support we will provide. If a Customer abuses our support policies, causing a degraded level of support for other customers due to the frequency and nature of their own requests, K9 Webops LLC may be required to give the abusive customer a lower level of priority in the support queue.
K9 Webops LLC will not be responsible for any delay or failure in performance, where the delay or failure results from reasons beyond the control of K9 Webops LLC. This includes but not limited to “acts of God”, riots, acts of war, fire, theft, power failure any mechanical, electronic, or communications failure or other disasters.
Prices are subject to change without notice. However, your price will remain the same as when you signed up, during your contract period
Modifications to this Agreement
We reserve the right to change the Agreement at any time, in whole or in part, at any time, you can check this page for regularly for changes. If you don’t like the changes then you can cancel the service. You acknowledge that any changes or modifications shall not constitute grounds for non-payment.
We reserve the right to refuse service to anyone
You are subject to all of our terms and conditions located at https://k9webops.com/terms-of-service
K9 Care Terms of Service
K9 Care is comprised of website hosting services, website maintenance services, and website security services provided by us to you as outlined below.
In this document we try to write everything in plain English, and to do that we use terms like “we” and “you.” “We,” “us,” “our,” and “the Company” means K9 Webops LLC, an LLC registered in the State of Pennsylvania. The “You” or “Client” in this document is you, our Client.
K9 Care combines website hosting our private server with website backups and software updates for the WordPress core files, and the themes and plugins installed on your website.
- Website Hosting
We will host your website in a controlled environment on our private server. Only websites that we manage are allowed on our web server. If requested, we provide an SSL certificate for your website at no additional cost.
- Website Backups
We automatically back up your website files and database each day your website has activity (if your website does not have activity, there is no need for a backup to occur). This backup is stored in our cloud data vault where we retain the previous 30 backups for your site.
- Software Updates
We proactively update the WordPress core software, your theme files, and your plugin files. We perform updates on your site once per week for the items that appear in the “Updates” area of your WordPress dashboard. We also watch WordPress industry security news and proactively perform these updates more frequently during times when threat levels are heightened.
Should your site become compromised by a hack or if your site becomes inoperable because of user error, we will restore a backup for you. If the restorations are the result of a hack, there is no limit to the number of restorations we will perform for you under this service. If the restorations are due to user error, we will perform a maximum of 2 restorations in any 30-day period. Additional user error-related restorations will be performed at our current hourly rate (at the time services are requested) with a one-hour minimum.
If you hired us to build your site and we implemented premium plugins that require an annual paid subscription to receive updates, we will maintain the appropriate licenses for you as long as you subscribe to the K9 Care service. If we did not build your site and it includes premium plugins such as these, the responsibility is yours for maintaining the appropriate licensing to insure the availability of updates. We cannot be held liable for problems such as but not limited to hacks, inoperability or intercompatibility that arise from premium plugins which you choose not to license and are out of date.
WHILE WE CAN IDENTIFY MANY PROBLEMS BEFORE THEY ARE NOTICED, IT IS YOUR RESPONSIBILITY TO INFORM US IF YOUR SITE IS EXPERIENCING PROBLEMS AND NEEDS ATTENTION.
Late Payment and Collections
K9 Care services are purchased on a month-to-month basis. Payment is due on the first day of the current term and is considered overdue after 15 days. If your payment for K9 Care or any other services we provide to you is more than 30 days past due, WE RESERVE THE RIGHT TO SUSPEND YOUR WEBSITE FROM PUBLIC VIEW UNTIL ALL OUTSTANDING BILLS ARE CURRENT.
Amounts due and unpaid shall bear an interest at the rate of twelve percent (12%) per annum. Client agrees to pay all costs of collection, including reasonably attorney’s fees, as additional sums owed under this Agreement. Client further acknowledges and agrees that if a check tendered for payment is not honored by the bank for non-sufficient funds (“NSF”), it will not be re-deposited. If the bank does not clear the check, the Client will incur a fee of $35. The Client must immediately send a certified check or money order for the amount due, including the NSF fee, to the Company to cover returned check. Postdated checks are not an acceptable form of payment.
Cancellation and Refund Policy
YOU MAY CANCEL K9 CARE WITH A 30-DAY NOTICE.
WE DO NOT OFFER REFUNDS ON ANY OF OUR SERVICES.
IF YOU ELECT TO DISCONTINUE SERVICE NAME SERVICES, THE TOTAL RESPONSIBILITY IS YOURS FOR PERFORMING BACKUPS AND KEEPING ALL COMPONENTS OF YOUR WEBSITE BACKED UP, SECURED, AND UPDATED.
If you desire to migrate your website to another web host. We will at your discretion (1) provide you with an administrator login for your WordPress site so a backup can be performed and migrated to the new location, (2) provide a backup to you created using an industry standard WordPress backup system at a cost of $95, or (3) perform the website migration for you at our current hourly rate (at the time services are requested). FOR SECURITY REASONS, WE DO NOT NORMALLY PROVIDE FTP OR CONTROL PANEL ACCESS TO OUR CLIENTS OR TO THIRD PARTIES.
Third Party Services
If you employ a third party whose services involve modifications to the website, WE CANNOT BE RESPONSIBLE FOR ERRORS CAUSED BY THE WORK OF A THIRD PARTY. Should our services be necessary due to any work performed by a third party, these services are billable at our current hourly rate at the time services are requested.
K9 Care plans do not cover any work necessary due to actions performed by a third party.
Email service is not included in any of our K9 Care plans. We recommend excellent third party services such as Google Apps and Microsoft Office 365.
Occasionally, your website may send email when certain events occur such as the completion of a contact form, sale of a product, update/reset of a user’s password, etc. These emails that are automatically generated by the WordPress system are often flagged as spam (or not delivered at all) by email providers like Google/Gmail, Microsoft, Yahoo and others.
SINCE WE CAN ONLY CONTROL THE SENDING OF EMAIL AND NOT ITS RECEPT OR INTERCEPTION, WE CANNOT BE HELD RESPONSIBLE FOR ANY EMAILS THAT WERE NOT DELIVERED TO THE CLIENT FOR ANY REASON.
It is the client’s responsibility to regularly check spam folders and website form and order interfaces for any notifications that were not delivered to the client’s inbox.
Registering a domain name for your web site and paying the fee for it annually is your responsibility. We can assist in the process of registration and connecting your name to the web site if you desire. You can purchase your domain name for multiple years, or renew it annually at your discretion. Just be sure that the credit card the domain registrar has on file for you is current.
WE ARE NOT RESPONSIBLE FOR SUSPENSION OR LOSS OF DOMAIN NAMES BECAUSE YOUR CARD COULD NOT BE BILLED. Any time spent reestablishing your site after domain expires is billable at our current hourly rate at the time services are requested.
Disclosure to Law Enforcement
We may disclose information about our clients to law enforcement agencies without further consent or notification to the client upon lawful request from such agencies. We will cooperate fully with law enforcement agencies.
The Client agrees to indemnify and hold harmless K9 Care, its subsidiaries, contractors, employees and affiliates and each of their respective directors, officers, employees, shareholders and agents (each an “Indemnified Party”) against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, “Losses”) to which an Indemnified Party may become subject and which Losses arise out of, or relate to the Agreement, Client’s use of the Services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright, patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.
Choice of Law and Forum
This Agreement, and any related Statements of Work, shall be construed in accordance with, and governed by, the laws of the Pennsylvania without regards to Conflict of Law principles. In the event of any dispute or disagreement with respect to the meaning, effect or interpretation of this Agreement or in the event of a claimed breach of this Agreement, the parties hereto agree that such dispute shall be determined by arbitration conducted by the American Arbitration Association pursuant to its commercial arbitration rules. The arbitration shall be conducted in Chester, Pennsylvania unless both parties agree in writing to a different location. The arbitration award is enforceable as a judgment of any court having proper jurisdiction.
Refusal or Discontinuation of Service
We reserve the right to refuse, restrict or terminate service to any client for any reason.
Disclaimer of Warranty
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT SERVER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation of Damages or Liability
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY, ITS AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, FOR HARM CAUSED BY OR RELATED TO THE CUSTOMER’S SERVICES OR INABILITY TO UTILIZE THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Nothwithstanding anything else in this Master Services Agreement, the maximum aggregate liability of Web Works and any of its employees, agents, contractors or affiliates, under any theory of law should not exceed the amount of fees it has collected on the customer’s account in the last six months.
No part of this Agreement will be affected if any other part of it is held unenforceable or invalid.
The headings in this Agreement are inserted for convenience only and are not a part of this Agreement.
This Agreement, and any Proposals of Service attached, constitute the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes any and all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be waived, assigned, extended, amended, supplemented or modified orally, but only by a written instrument signed by the party against whom enforcement of any such waiver, assignment, extension, amendment, supplement or modification is sought.
This Agreement may not be changed or modified except in writing signed by the parties.
The parties acknowledge and agree that they have read, understood and have actively negotiated the terms of this Agreement, participated in its drafting and have been represented by legal counsel. Therefore, this Agreement shall not be deemed to be the product of either party and shall not be enforced or interpreted any more stringently or strictly against either party.
Neither the Company nor the Client may assign this Agreement without the prior consent of the other.
Please initial at the bottom of each page and sign below signifying that you have read, understood, and agreed to these Terms of Service