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48WS® WEBSITE LICENSE AGREEMENT

This 48WS® Website Agreement (the "Agreement") is entered into by and between 48WS®, ("48WS®") and the entity agreeing to the terms herein ("Customer"). When 48WS® gets a commitment from the Customer, 48WS® will create the Customer's website. This Agreement will be effective the date the first version of the Customer's website is sent to the Customer (the "Effective Date"). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these terms and conditions; (ii) that you have read and understand this Agreement; and (iii) that you agree, on behalf of the party that you represent, to this Agreement. If you don't have the legal authority to bind, please do not accept this Agreement. This Agreement governs Customer's access to and use of the Service (as defined below).

  1. Definitions.
    1. "Customer Domain Name(s)" means the domain name(s) owned by Customer and approved by 48WS® for use with the Service (as defined below). The Customer is responsible for ensuring their Domain Names are registered and paid from their domain registration site.
    2. "End Users" mean Customer's end users who utilize any of the 48WS® Web Pages.
    3. "Service" means the services referred to by 48WS® as "the Website for Your Domain" or "the Website" that are hosted by 48WS® and described in this Agreement.
    4. "the Web", means the World Wide Web.
  2. License and Permitted Use. The Website is licensed, not sold. Subject to the terms and conditions of this Agreement, 48WS® grants to you a limited, non-exclusive, personal, non-transferable right to use and access the Website (collectively referred to as the "License"). This License grants access to use of the Website only in the manner set forth in this Agreement. The Website will be available on the Web, via the Customer Domain Name and available to all that have access to the Web including the Customers End Users.
  3. Domain Name Registration. Customer understands that Customer is the Registrant for Customer’s domain name(s) as defined by the Internet Corporation for Assigned Names ("ICANN"). Customer agrees to comply with the relevant ICANN regulations and policies concerning Customer’s Domain Name(s), including ICANN’s Uniform Dispute Resolution Process. Customer agrees to submit and maintain Customer’s registration information, including contact information for the registration and other contacts, as complete and accurate at all times. Customer also agrees and understands that though Customer may elect to keep Customer information out of the WHOIS database, if regulations regarding such election change, Customer’s Registrar Partner or 48WS® may disclose Customer’s information as it reasonably believes necessary. To the extent that Customer names others to act on Customer’s behalf as Registrant, Administrator or in any other capacity, Customer agrees that Customer is liable for any obligations or liability that its agents incur relating to Customer’s domain(s) and Customer must have its agents accept these Terms and the Registrar Partner’s Terms and Conditions.
  4. Payment Terms and Commitment. The Agreement will commence on the Effective Date. All payments are paid in advance. The Customer may choose one of two pricing plans the first year, (i) payment in full for the first 12 months, or (ii) the monthly payment plan which will include a $10.00 processing fee each month. Customer agrees to allow 48WS® to process an auto electronic payment monthly via either credit card, ACH transfer or other means of acceptable electronic payment. You can cancel this agreement at any time; see Termination sections 15 and 16 for termination guidelines.
  5. Monthly Electronic Payments. Monthly electronic payments will be processed on the 1st day of the calendar month. All payments are in advance for the applicable calendar month. When a payment date falls on a date when banks are closed, (i.e. national holiday or weekend), monthly payment will take place the next business day the banks are open. New accounts will be pro-rated for the first non complete month.
  6. Pages. The Website comes standard with five (5) standard pages: (i)Home, (ii) Products, (iii) Locations, (iv) Contact Us and (v) About Us. The Customer is responsible for the content of the pages. Depending on the length of the page names we will put these pages on the top menu. The Customer can customize these pages with your pre-approved content.
  7. Manufacturers | Vendors Products. 48WS® is continually adding new manufacturers’ products and updating products to their database. As long as the Customer has an agreement to sell the manufacturers’ products 48WS® will load the products on the Customer Website.
  8. Display of Manufacturer | Vendors Logo’s and Product Placement. 48WS® will display the logo of certain manufacturers that have agreements with 48WS® on the Home page of the Website. If the Customer does not have an agreement with the manufacturer the logo will not be displayed on the Home page. 48WS® will load the vendor | manufacturer product data and images free. Front page ranking and placement of logo’s with a link to products is a fee based arrangement between 48WS® and the Manufacturer | Vendor. Product ranking inside each sub-category is a fee based arrangement between 48WS® and the Manufacturer | Vendor.
  9. Categories. 48WS® has more categories than the Customer has to sell. The Customer shall notify 48WS® of any categories they would like removed from their website. This is done as part of the new website setup and for new products introduced.
  10. Hosting. The cost of hosting the Website is paid for by 48WS®. The Customer must update the DNS for the domains so that the 'A' record points to our IP address. 48WS® will give the Customer the IP address to update. The Customer must log into the site where the Domain Name is being stored, (i.e. Go Daddy, My Domain, etc.), go into the control panel to make the change. This needs to be done at the beginning of the agreement. Periodically 48WS® may require a change to the IP address or Name Server. The Customer will be notified in advance if this needs to be done.
  11. Updates. 48WS® will update the Customers website as requested by the customer. In performing the Customer requested updates, 48WS® will provide a maximum of one hour each month at no additional fee. Artwork and content for the pages must be supplied by the Customer or one of their manufacturers | vendors.  The Customer can not combine from past or future months or save the previous months time not used.  These updates are for content only and  do not include computer programming changes. See Item 12 Extra Fees, for any work required over one hour in a month.
  12. Extra Fees. Enclosed in this Agreement are items that are included in the Customers monthly fee. Requests not specifically identified in this agreement that are not free will incur an hourly fee of $100.00 per hour. Time will be billed and incurred in quarter hour increments. Call for a quote on custom programming or graphic artist work.
  13. Privacy Policy. Your privacy is very important to us. For information about 48WS’s® privacy policy we encourage you to read the Privacy Policy located on our website.
  14. Analytics. Each Customer will receive access to analytics on their Website for no additional fee.
  15. Termination of Agreement. 48WS® prides itself on helping make every customer successful. If you are unhappy with our service or we have not performed our obligations in this Agreement, this Agreement may be terminated by the Customer at any time, except as described in Termination of Agreement Due to Sale of Business section. The "Termination Deadline Date" is the 20th of the month. No refund will be given for prepaid Services. Notice of termination must be received by certified mail sent to the 48WS® business address listed on 48WS’s® website. The date the termination request is received by 48WS® will be the "Termination Date". If the Termination Date is prior to the Termination Deadline Date, no additional payment will be processed. If the Termination Date is on or after the Termination Deadline Date the Customers last payment will be processed on the 1st of the next month. If the 20th is a national holiday or weekend, the Termination Deadline Date shall be the first business day prior to the 20th of the month.
  16. Termination of Agreement Due to Sale of Business. 48WS® prides itself on doing business long term with each and every Customer. Our low upfront cost model is based on us doing business together for a long time. We congratulate you and wish you success in the future if you decide to sell your business. We have time invested in a long term relationship, therefore, on the date the Customer sells the business via stock sale, asset purchase or other means, (the "Sale Date"); this agreement will automatically convert to a five year contract, payable at the same monthly terms and escalations in monthly fee as other 48WS® Customers. If the Customer terminates this agreement up to six months prior to selling their business, a buyout equal to five years monthly fees will be due 48WS®.
  17. Modification. 48WS® reserves the right at any time and from time to time to modify the Service (or any part thereof) with or without notice. Customer agrees that 48WS® may at any time and for any reason terminate this Agreement and/or terminate the provision of all or any portion of the Service. Notwithstanding the foregoing, 48WS® will provide at least thirty (30) days notice to Customer prior to terminating or suspending the Website service (if provided to Customer); provided that such Website Services may be terminated immediately if (i) Customer has breached this Agreement, (ii) 48WS® reasonably determines that it is commercially impractical to continue providing such hosted Website service in light of applicable laws or (iii) Customer is past due on any portion of fees due 48WS®. Customer agrees that 48WS® shall not be liable to Customer, any End User, or any third party for any modification, suspension, or termination of the Service. The following sections; 15) Termination of Agreement, 16) Termination of Agreement Due to Sale of Business, 21) Representations and Warranties, 22 Warranty Disclaimer, 23) Indemnification, 24) Limitation of Liability and 25) Miscellaneous, shall survive the expiration or termination of this Agreement. 48WS® reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy governing the Service, at any time, by posting the new agreement at www.48WS.com/agreement or such URL as 48WS® may provide. Customer is responsible for regularly reviewing any updates to this Agreement. Any changes or modifications to this Agreement will become binding after Customer's continued use of the Service after such terms have been updated by 48WS®.
  18. Permissible Use. Customer agrees to use the Service only for purposes that are legal, proper and in accordance with this Agreement and any applicable policies or guidelines. Customer agrees that it will not engage in any activity that interferes with or disrupts the Service or servers or networks connected to the Service. In addition to this agreement, Customer's use of some specific 48WS® services is governed by the policies or guidelines that are presented to Customer when Customer signs up for or accesses those services and which are specifically incorporated into this Agreement. Customer agrees to comply with all applicable export and reexport control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control. A Customer in a country outside of the United States agrees to additionally comply with any local rules regarding online conduct and acceptable content, including laws regulating the export and reexport of data to and from the United States or such other country.
  19. P.R. Customer agrees a public announcement regarding this Agreement may be made by 48WS®. 48WS® will furnish the Customer with a copy of the public announcement for review and input. Customer agrees not to make a public announcement regarding this Agreement without 48WS's® prior written approval. 48WS® may (i) include Customer's logo in presentations, marketing materials, and customer lists (which includes, without limitation, customer lists posted on 48WS's® web sites and screen shots of Customer's implementation of the Service) and (ii) issue a public announcement regarding the existence or content of this Agreement. Upon Customer's request, 48WS® will furnish Customer with a sample of such usage or announcement.
  20. Contingency Plan. All 48WS's® data, our Customers data and 48WS's® proprietary software, is backed up on site, stored on an offsite server with an additional redundant back-up. In the event of a catastrophic event, all processing would be moved to the redundant server to minimize system down time. In the event of a catastrophic event where all owners and employees were deceased and there was no one available to continue the operations of 48WS®, the server would continue to run for no less than one year. If it is determined, three months after the catastrophic event, the operations of 48WS® will not continue, as long as the customers account is paid and current, this agreement gives the Customer, at their option and their cost and labor, the right to copy all data and software from the 48WS® server to a new server of their choice to continue hosting and maintaining their website.
  21. Representations and Warranties. Each party represents and warrants that it has full power and authority to enter into the Agreement. Customer represents, warrants, and covenants that: (i) Customer owns and controls one hundred percent (100%) of the Customer Domain Name(s); (ii) Customer has and will maintain all rights, authorizations and licenses that are required to permit Customer to use the Service; (iii) the execution and delivery of this Agreement, and the performance by Customer of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which such party or any of its affiliates are a party or violate any rights of any third parties arising there from; and (iv) Customer shall comply with all laws, regulations and ordinances applicable to or otherwise connected with Customer's use of the Service.
  22. Warranty Disclaimer. CUSTOMER UNDERSTANDS AND AGREES THAT EACH SERVICE MAY CONTAIN BUGS, DEFECTS, ERRORS AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. CONSEQUENTLY, THE SERVICE INCLUDING ALL CONTENT, SOFTWARE (INCLUDING ANY UPDATES OR MODIFICATIONS TO THE SOFTWARE), FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICE, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED "AS IS" AND ANY USE THEREOF SHALL BE AT CUSTOMER'S OWN RISK. 48WS® AND ITS LICENSORS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. 48WS® ASSUMES NO RESPONSIBILITY FOR THE PROPER USE OF THE SERVICE. 48WS® AND ITS LICENSORS MAKE NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE SERVICE. 48WS® MAKES NO REPRESENTATION THAT 48WS® (OR ANY THIRD PARTY) WILL ISSUE UPDATES OR ENHANCEMENTS TO THE SERVICE. 48WS® does not warrant that the functions contained in the Service will be uninterrupted or error free. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER. IN THAT EVENT, TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE EFFECTIVE DATE. THE SERVICE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USES SUCH AS THE OPERATION OF NUCLEAR FACILITIES, AIR TRAFFIC CONTROL OR LIFE SUPPORT SYSTEMS, WHERE THE FAILURE OF THE SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL DAMAGE ("HIGH RISK ACTIVITIES").
  23. Indemnification. Customer shall indemnify, defend and hold harmless 48WS®, its subsidiaries and other affiliates, and its and their officers, directors, owners, agents, co-branders or other partners, employees, information providers, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all liability, costs, losses, damages, claims and demands, including without limitation attorneys fees and costs incurred by the Indemnified Parties, arising out of or related to (i) Customer Domain Name(s) and/or Customer Brand Features; (ii) Customer's use of the Service; (iii) Customer's disclosure of End User information; (iv) any Customer Content; (v) any breach or non-compliance by Customer of this Agreement, any of 48WS's® policies, or Customer's representations or the provision of warranties contained herein; and (vi) any End User's use of the Service.
  24. Limitation of Liability. IN NO EVENT WILL 48WS® OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, AND INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED (INCLUDING BUT NOT LIMITED TO USE, MISUSE, INABILITY TO USE, OR INTERRUPTED USE) AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT AND WHETHER OR NOT 48WS® WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; OR FOR ANY CLAIM ALLEGING INJURY RESULTING FROM ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE OR DESTRUCTIVE PROPERTIES OF THE SERVICE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH, PERSONAL INJURY, OR WILLFUL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FUTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO CUSTOMER. IN NO EVENT SHALL 48WS'S® LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED FIVE HUNDRED DOLLARS ($500). THE SERVICE IS PROVIDED WITHOUT CHARGE FOR BETA TESTING PURPOSES ONLY AND THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.
  25. Miscellaneous. Customer agrees that 48WS® may provide Customer with notices, by email, regular mail, or postings on the 48WS® website. Customer may not assign or otherwise transfer its rights or delegate its obligations under this Agreement, without the prior written consent of 48WS®. Any attempted assignment in derogation hereof shall be null and void. Customer agrees that there shall be no third party beneficiaries to this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal U.S. laws applicable therein, excluding its choice of law provisions, and Customer and 48WS® agree to submit to the personal and exclusive jurisdiction of the courts located in Orange County, California. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances. If any provision of this Agreement is found void and unenforceable, it shall be replaced to the extent possible with a provision that comes closest to the meaning of the original provision. The unenforceability of any provision, however, shall not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. THIS AGREEMENT CONSTITUTES A COMPLETE INTEGRATION OF ALL UNDERSTANDINGS BETWEEN THE PARTIES AND IS THE ENTIRE AGREEMENT BETWEEN CUSTOMER AND 48WS® RELATING TO THE SERVICE AND ALL TERMS HEREIN. THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY SPECIFICALLY REFERENCED UNIFORM RESOURCE LOCATOR (AS SUCH URL MAY BE MODIFIED FROM TIME TO TIME, AS PROVIDED HEREIN) SHALL TAKE PRECEDENCE OVER ANY PURCHASE ORDER, WEB SITE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR OTHER DOCUMENT WHETHER FORMALLY REJECTED BY 48WS® OR NOT, AND ANY CONFLICTING, INCONSISTENT, OR ADDITIONAL TERMS CONTAINED THEREIN SHALL BE NULL AND VOID.
 
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