Terms And Conditions Pertaining To Trafeze Inc.'s "Trafeze" Web Services
These are the terms and conditions applicable to the use of Trafeze and related products and services on a non-exclusive basis, including but not limited to web hosting, email, domain name registration and related support services, (collectively the "Service(s)") between you (the "Customer") and Trafeze Inc. ("Trafeze"). If you do not agree to be legally bound by these terms and conditions, you may notify Trafeze in writing within ten (10) days of your signup and the Service will be cancelled with no further obligation by either party. Failure to notify Trafeze of cancellation within such period shall be deemed to indicate that you have read and understood these terms and conditions (the "Agreement") and agree to be bound by them.
Customer may elect to purchase additional products or services from Trafeze, Trafeze's partners and/or other third parties which may have their own terms and conditions and use agreements, aside from this Agreement. Those agreements will be presented to Customer at the time of purchase and/or account login and it is the Customer's obligation to review, accept and abide by those agreements as well as this Agreement. Terms and conditions for Trafeze product can be found on https://www.trafeze.com/ (the specific agreement for the Service is at: https://trafeze.com/terms).
Trafeze reserves the right to monitor the Service and terminate or suspend Service without notice if, in Trafeze's sole discretion, the Service is intended to be used or is used by Customer in a manner that violates or may violate the following:
- Is an infringement of (or a mechanism designed to facilitate the infringement of) a proprietary interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret, or patent right;
- Violates any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders;
- Is offensive, including without limitation, bigotry, racism, discrimination, hatred, or profanity; is disparaging, defamatory, libelous, or results in an invasion of privacy; promotes or provides instructional information about illegal activities or physical harm or injury to any group, individual, institution or property; or may violate any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders;
- No uploading of doorway pages, web spam, content farm pages, link spam, or any automated uploading of pages.
- States or implies that the website is placed by Trafeze or any party with a contractual relationship with Trafeze, or that such parties endorse Customer's products or services;
- Is pornographic or obscene. Trafeze neither sanctions nor permits website content that contains illegal or obscene material or fosters or promotes illegal activity. Further, should Customer violate this policy, Trafeze will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer, Customer's website, the illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content;
- Is violent or encouraging violence;
- Is disparaging, defamatory, libelous, or resulting in an invasion of privacy;
- Promotes or facilitates or engages in, consumer deception or fraud, spamming, drug use, drug dealing, pyramid schemes, gambling, or any other illegal activities.
Customer will use the Service in a manner which does not interfere with or disrupt other network users, services, or equipment, and Trafeze reserves the right to terminate or suspend Service without notice if such interference is determined by Trafeze to exist. Such interference or disruption includes, but is not limited to:
- wide-scale distribution of messages, including bulk email or unsolicited spam email, or wide-scale distribution of messages to inappropriate mailing lists, newsgroups, websites, blogs or other public or private forums;
- propagation of computer worms or viruses;
- use of the network to make unauthorized entry to other computational, information, or communications devices or resources. This includes unauthorized security probing activities or other attempts to evaluate the security integrity of a network or host system without permission.
- Trafeze disclaims any responsibility for any content, goods, and services available through Customer's website, or the quality or accuracy of any information in Customer's website. Trafeze will not endorse, warrant, or guarantee any product or service offered through Customer's website, and will not be a party to or in any way monitor any transaction between Customer and third-party purchasers of products or services or use of the website, including, without limitation, all sales of goods or services, credit card transactions, banking or securities transactions, or any business, service, or merchandise agreements.
- Trafeze shall use reasonable commercial efforts to deliver Services professionally and on a timely basis. Customer shall inform Trafeze, in writing, of any complaints or problem situations encountered as well as any special or unusual matters affecting the Services being provided.
- Trafeze's Services are provided on an "as is" basis. Trafeze's entire liability and Customer's exclusive remedy against Trafeze for any failure of performance or nonperformance of any obligation under this Agreement shall be limited to a refund of amounts paid to Trafeze for the Service. EXCEPT AS EXPRESSLY STATED HEREIN, CUSTOMER'S USE OF THE WEBSITE IS AT ITS OWN RISK AND TRAFEZE DISCLAIMS ANY AND ALL WARRANTIES TO CUSTOMER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TRAFFIC, LEADS AND/OR SALES GENERATION, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
- Trafeze disclaims and shall not be liable for any other loss, injury, cost or damage suffered by Customer or any third party and shall in no event be liable for consequential, special, or indirect or incidental damages, including without limitation, damages for loss of business profits, business interruption, or loss of data, arising out of or in any way connected with the use of the Service and any information available on it, and the delay or inability to use the site or any information, even if Trafeze has been advised of the possibility of such damages. These limitations and exclusions regarding damages apply even if any remedy fails.
- Trafeze will not be liable to any third parties for any direct, incidental, or consequential losses or damages suffered by such third parties for any reason, whether foreseeable or not, including, without limitation, damages for loss of profits, loss of income or earnings, loss of business opportunities, injury, or other loss or damage resulting directly or indirectly out of or in connection with Customer's website. The foregoing shall apply despite any negligence, misconduct, errors, or omissions by Trafeze, including without limitation its employees, representatives, agents, or technical operations.
- Customer agrees to defend, indemnify, and hold harmless Trafeze and each of Trafeze's officers, directors, employees, agents, or other partners and affiliates from, against, and in respect of: (i) any and all losses, damages or deficiencies resulting from any third party claim against Trafeze in connection with Customer's website (including, but not limited to, website content) and (ii) all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, or judgments in respect thereof regardless of the merit thereof, including Trafeze's reasonable legal fees and expenses (whether incident to the foregoing or to Trafeze's enforcement of said rights or defense and indemnity).
- Notwithstanding any other term or condition of this Agreement, Trafeze reserves the right to immediately suspend or terminate Service with or without notice to Customer if Trafeze determines, in its sole discretion that Customer has failed to comply with any of its obligations in this Agreement.
- It is a violation of this Agreement for the Customer to misuse or fraudulently use credit cards, charge cards, electronic funds transfers, electronic cheques or other similar payment methods. Trafeze shall have the sole discretion to determine if such misuse or fraudulent use has occurred.
- Subject to termination as provided herein, the initial term of this Agreement shall commence on the date of this Agreement and shall continue in full force and effect for one year. The Agreement shall be automatically renewed for additional one year terms, provided neither party has terminated the Agreement.
- Either party may terminate the Agreement on thirty (30) days written notice.
- Trafeze may amend these terms and conditions at any time by posting a revised version of the Agreement on its website. The revised version will be effective at the time it is posted. In addition, if the revised version includes a substantial change, Trafeze will provide Customer with thirty (30) days' prior notice of the change.
- Trafeze agrees that all confidential information ("Customer Confidential Information") communicated by Customer with respect to the Service is confidential. Trafeze shall not disclose any Customer Confidential Information to any other person unless specifically authorized in writing by Customer to do so, except to the extent disclosure is required by law including subpoena or an order from a court of competent jurisdiction. Trafeze shall use its best efforts to prevent inadvertent disclosure of any Customer Confidential Information to any third party.
- Customer agrees that all documents, specifications, reports, templates, processes, software tools and all other information of whatever kind or nature that are related to the development of the website (herein the "Trafeze Confidential Information") are trade secrets of and having significant value to Trafeze and are the intellectual property of Trafeze. Customer shall not, at any time during or after the term of this Agreement, without Trafeze's prior written consent, use, exploit, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Trafeze Confidential Information. Not included in the definition of "Trafeze Confidential Information" is any information that can be observed by the public on the Trafeze website, prior to logging in.
- Nothing contained in this Agreement shall be regarded or construed as creating any relationship (whether by way of agency, joint venture, association, or partnership) between the parties other than as an independent contractor.
- Neither party shall have the right or authority to assume or create any obligations or make any representations, warranties or commitments on behalf of the other party or to bind the other party in any respect whatsoever, nor shall he attempt to do so.
- Any notification to the other party to this Agreement shall be deemed effective if sent by email to the last known email address of such party, or if faxed to the last known fax number, or if sent by first-class mail with sufficient postage attached addressed to the last known mailing address of such party.
- Customer represents to Trafeze that Customer is at least eighteen years old and is responsible for supervising the activities of any under-age user and is legally permitted to enter into this Agreement.
- Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labour dispute, accidents, acts of war or terrorism, interruptions of communication, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or service or material required for such party to perform its obligations hereunder.