This Agreement (this “Agreement”) is between christinate original linear design company, a design and programming company formed under the laws of the state of California with its principal office at 25060 Hancock Ave #103-158, Murrieta, CA 92562. (“christinate”) and the person (individual or legal person) whose signs christinate’s service order (the “Order”) incorporating this Agreement by reference (“Customer”). This Agreement governs Customer’s use of christinate’s maintenance services. For design and programming services Terms & Conditions, please see your original contract.
Services. Subject to the terms of this Agreement, and contingent on Customer’s satisfaction of christinate’s credit approval requirements, christinate agrees to provide the maintenance services described in the Order for the fees stated in the Order.
Term. The initial service term of the Agreement shall begin on the date that christinate generates an e-mail message to Customer announcing the activation of the Customer’s account (the “Service Commencement Date”) and shall continue for the number of months stated in the Order (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for as many successive renewal terms of the same length as the Initial Term (each a “Renewal Term”) unless christinate or Customer provides the other with written notice of non-renewal. The Initial Term and any Renewal Term may be referred to collectively in this Agreement as the “Term.”
Fees. Fees are payable in advance on the first day of each billing cycle. Customer’s billing cycle shall be monthly, annually bi-annually as indicated on the Order, beginning on the Service Commencement Date. christinate may require payment for the first billing cycle before beginning service. If the Order provides for credit/debit card billing, Customer authorizes christinate to bill subsequent fees to the credit/debit card on or after the first day of each successive billing cycle during the Term of this Agreement; otherwise christinate will invoice Customer via electronic mail to the Primary Customer Contact listed on the Order. Invoiced fees may be issued on or before the 7th day before each billing cycle, and the fees shall be due on the 7th day following invoice date. Payments must be made in United States dollars. Customer is responsible for providing christinate with changes to billing information (such as credit card expiration, change in billing address). christinate may suspend the service without notice if payment for the service is overdue. Fees not disputed within thirty (30) days of due date are conclusively deemed accurate. Customer agrees to pay christinate’s reasonable reinstatement fee following a suspension of service for non-payment, and to pay christinate’s reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs.
Fee Increases. christinate may increase its fees for services effective the first day of a Renewal Term by giving notice to Customer of the new fees at least forty five (45) days prior to the beginning of the Renewal Term, and if Customer does not give a notice of non-renewal as provided in Section 2 above, the Customer shall be deemed to have accepted the new fee for that Renewal Term and any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term).
Taxes. At christinate’s request Customer shall remit to christinate all sales, VAT or similar tax imposed on the provision of the services (but not in the nature of an income tax on christinate), regardless of whether christinate fails to collect the tax at the time the related services are provided.
Early Termination. Customer acknowledges that the amount of the fee for the service is based on Customer’s agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event christinate terminates the Agreement for Customer’s breach of the Agreement in accordance with Section 9 (Termination), or Customer terminates the service other than in accordance with Section 9 (Termination) for christinate’s breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due on the business day following termination of the Agreement.
Payments to christinate are non-refundable except for the first payment which falls under the thirty (30) day money back guarantee. Only shared, reseller and semi-dedicated and VPS services are eligible for the thirty (30) day money back guarantee. No other services provided by christinate are covered by this guarantee. The thirty (30) day money back guarantee is not valid upon any terms of service or acceptable use policy violations. All overcharges or billing disputes must be reported within thirty (30) days of the time the dispute occurred.
Law/AUP. Customer agrees to use the service in compliance with applicable law and christinate’s Acceptable Use Policy (the “AUP”), which is hereby incorporated by reference in this Agreement. Customer agrees that christinate may, in its reasonable commercial judgment consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on Customer’s use of the Services. Amendments to the AUP are effective on the earlier of christinate’s notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment. Customer agrees to cooperate with christinate’s reasonable investigation of any suspected violation of the AUP. In the event of a dispute between christinate and Customer regarding the interpretation of the AUP, christinate’s commercially reasonable interpretation of the AUP shall govern.
Customer Information. Customer represents and warrants to christinate that the information he, she or it has provided and will provide to christinate for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to christinate that he or she is at least 18 years of age. christinate may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customer’s account until Customer has provided a written notice changing the Primary Customer Contract. For young entrepreneurs (those under the age of 18), arrangements and special contracts will be made in addition to this contract.
Indemnification. Customer agrees to indemnify and hold harmless christinate, christinate’s affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customer’s services in violation of applicable law or the AUP by Customer or any person using Customer’s log on information, regardless of whether such person has been authorized to use the services by Customer.
Disclaimer of Warranties. christinate does not warrant or represent that the services will be uninterrupted, error-free, or completely secure. To the extent permitted by applicable law christinate disclaims any and all warranties including the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. To the extent permitted by applicable law, all services are provided on an “as is” basis.
Limitation of Damages. Neither party shall be liable to the other for any lost profits, or any indirect, special, incidental, consequential or punitive loss or damage of any kind, or for damages that could have been avoided by the use of reasonable diligence, arising in connection with the agreement, even if the party has been advised or should be aware of the possibility of such damages. Notwithstanding anything else in the agreement to the contrary, the maximum aggregate liability of christinate and any of its employees, agents or affiliates, under any theory of law (including breach of contract, tort, strict liability, and infringement) shall be a payment of money not to exceed the amount payable by customer for three months of service.
Suspension of Service. Customer agrees that christinate may suspend services to Customer without notice and without liability if: (i)christinate reasonably believes that the services are being used in violation of the AUP; (ii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii)christinate reasonably believes that the suspension of service is necessary to protect its network or its other customers, or (iv)as requested by a law enforcement or regulatory agency. Customer shall pay christinate’s reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.
Termination. The Agreement may be terminated by Customer prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability if christinate fails in a material way to provide the service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Customer’s written notice describing the failure in reasonable detail. The Agreement may be terminated by christinate prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability as follows: (i) upon ten (10) days notice if Customer is overdue on the payment of any amount due under the Agreement; (ii) Customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within thirty (30) days of a written notice from christinate describing the violation in reasonable detail; (iii)upon one (1) days notice if Customer’s Service is used in violation of a material term of the AUP more than once, or (iv)upon one (1) days notice if Customer violates Section 5 (Customer Information) of this Agreement. Either party may terminate this agreement upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.
christinate will make a best effort to retain user data/files for unpaid services for up to thirty (30) days past the renewal invoice due date. After thirty (30) days, christinate will remove any data related to the unpaid hosting service(s) from its systems. In the event a customer requires restoration of the data, christinate will attempt to recover the account from backup systems. christinate makes no guarantee the terminated data will be recoverable from their backup systems. There will be a one time $10 fee for account recovery/restoration. This fee applies to each service the customer requires christinate to restore. This restoration policy and corresponding $10 fee will also be applied to any terminated service(s) the customer has requested cancellation for in error.
Requests for Customer Information. Customer agrees that christinate may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer’s customers or end users that christinate believes violates applicable law, and (ii) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.
Back Up Copy. Customer agrees to maintain a current copy of all content hosted by christinate nothwithstanding any agreement by christinate to provide back up services. christinate will make a good faith effort to keep seven (7) days worth of backups through software accessible by client. However, christinate makes no absolute guarantee that a backup can be provided. The customer is ultimately responsible for maintaining and storing their own backups. Backup plans are only for
Changes to christinate’s Network. Upgrades and other changes in christinate’s network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Customer’s hosted content and/or applications. christinate reserves the right to change its network in its commercially reasonable discretion, and christinate shall not be liable for any resulting harm to Customer.
System and Network Security. Users are prohibited from violating or attempting to violate the security of the Network. Violations of system or network security may result in civil or criminal liability.
christinate will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. These violations include, without limitation:
– Accessing data not intended for such User or logging into a server or account, which such User is not authorized to access.
– Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.
– Attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, “flooding”, “mail bombing” or “crashing”.
Notices. Notices to christinate under the Agreement shall be given via electronic mail to the e-mail address posted for customer support (firstname.lastname@example.org). Notices to Customer shall be given via electronic mail to the individual listed as the Primary Customer Contact on the Order. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. Customer may change his, her or its notice address by a notice given in accordance with this Section.
Force Majeure. christinate shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond christinate’s control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
Governing Law/Disputes. The Agreement shall be governed by the laws of, exclusive of its choice of law principles, and the laws of the United States of America and the Uniform Commercial Code, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL BE THE STATE AND FEDERAL COURTS IN THE STATE OF CALIFORNIA, AND EACH PARTY AGREES NOT TO DISPUTE SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO.
Support. christinate provides support to it’s subscribers. Support is based on the plan you purchased and its availability. We encourage you to use our Ticket System on our web site.
Miscellaneous. Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Customer acknowledges that christinate can use Customer’s name or trade mark only as a representation of portfolio upon initiation of services. Customer may not use the other party’s name or trade mark without christinate’s prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority. The terms on Subscriber’s purchase order or other business forms are not binding on christinate unless they are expressly incorporated into a formal written agreement signed by both parties. A party’s failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement. A party’s waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties. The following provisions will survive expiration or termination of the Agreement: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement. There are no third party beneficiaries to the Agreement. Neither insurers nor the Subcriber’s of resellers are third party beneficiaries to the Agreement. Subscriber may not transfer the Agreement without christinate’s prior written consent. christinate’s approval for assignment is contingent on the assignee meeting christinate’s credit approval criteria. christinate may assign the Agreement in whole or in part. This Agreement together with the Order and AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supercedes and replace any prior understanding or communication, written or oral. All contracts require financial statements to be recorded. Trade embargoes on information included in private correspondence are implied unless signed release from christinate has been given.
- When you sign up for our service, we will ask you to provide contact information such as your name, address, telephone numbers, e-mail addresses, and payment information such as credit card number and expiration date.
- We may ask you to complete user surveys, and to provide certain demographic information, such as age, gender, special interests, etc. You do not have to provide this type of information to use our service if you do not want to.
- If you contact us for customer support, we may also ask you for information about your operating system, software and other technical matters.
- When you visit our Web site we will capture your IP Address, time of and duration of visit, and time and duration of the pages on our Web site that you view. We may tie this information to the personally identifiable information we have about you.
- We will also place a cookie that will identify you to us as a repeat visitor or a customer when you visit our Web site. See What is a Cookie below. We may tie this cookie to the personally identifiable information we have about you.
- If we send you an e-mail, we may include a marker that will allow to identify e-mail that is opened and viewed.
Use of Personally Identifiable Information
We will use your personally identifiable information only as follows:
- For payment purposes and to provide customer support.
- To announce special offers or provide other information from time to time via e-mail.
- We may also send e-mail announcing special offers by our third parties, but we will not provide the third parties with your e-mail address or other personally identifiable information.
- If you do not wish to receive these e-mails, you may opt out of future e-mails at any time by following the instructions included in the e-mail.
- To improve our service and the marketing of our service. For example, we may use the information we gather from user surveys, demographic data, and web site visits to help us improve or target our Web site and customize your visit.
We will not provide any personally identifiable information about you to any other person other than:
- a law enforcement or regulatory agency at their request
- a person or company who acquires our business
- third parties who perform services on our behalf (such as payment processing), subject to the third party agreeing with us that it will keep your personally identifiable information confidential
- As otherwise needed to protect or enforce or rights or the rights of others.
- We absolutely do not transfer or sell your information for inclusion on third party e-mail or other marketing lists.
Use of Non-Personally Identifiable Information
We may share aggregate statistical data about our customers with third parties, such as advertisers or suppliers. This aggregate statistical data will not identify you personally.
What is a Cookie
A cookie is an alphanumeric identifier that is unique to your browser. The cookie will identify your browser to us when you visit our web site so that we may customize your visit.
Security of Your Information
We store your personally identifiable information and payment information in our secure database.