These Terms of Service comprise a binding legal agreement between you and Clark Site Solutions, LLC (“CSS”). Please review this agreement carefully.
By visiting the CSS website or purchasing CSS services you are accepting to be bound by these Terms of Service and you acknowledge that you have read, understood, and agree to these Terms of Service, including any additional guidelines and future modifications (collectively, the “Terms”). If you do not agree to the Terms, you may not use, or no longer use, the CSS service. It is effective between you and us as of the date of you accepting this agreement.
These Terms were last updated on September 1, 2018. These Terms cover visiting our website, website hosting, website development and design services, and any other services CSS may provide to you (the “Services”). By continuing to use the Services you agree to the Terms and any updates to the Terms. If you do not agree to the Terms or any updates to the Terms, you may not use the Services and must terminate your engagement with CSS.
- Website Development and Design Services
In order for CSS to begin development of a website for you, or for any project that requires website or graphic design of any kind, CSS requires a down payment of 50% of the quoted price to be paid to CSS. Down payment on website development is non-refundable, and down payment amount may be modified at CSS’s discretion. The final balance is due 15 days from completion of website development project. If CSS is developing a website that is not also hosted by CSS, final payment for the project must be received prior to project launch or relinquishing ownership to you. Should a development project span more than 75 days, you will receive progress billing in the amount of at least 25% of the remaining balance each month, beginning on day 75 of development. Ongoing website maintenance and updates are billed on the 1st calendar day of the following month.
- Website Hosting
Billing for website hosting services will commence when the website hosting services are created, prior to development of a new website project. For website hosting services that are bill monthly payment is due by the 15th of the current month’s hosting services. Multiple year plans are billed in full at the start of such year or multi-year term. Termination of website hosting services with CSS requires a 30-day advance notification via phone, e-mail or postal mail.
If you have purchased a domain name from CSS in addition to hosting and you wish to terminate hosting services, your domain name will be held through the duration of the term in which you purchased the domain. Domain name ownership may be transferred to another provider, but no refund will be available for the term of the domain payment after 30 days. If you choose to use a different website host than CSS you may point your name servers to the new host for the duration of the domain name subscription period.
CSS reserves the right to change the rates by notifying you 60 days in advance of the effective date of the change. CSS reserves the right to cancel hosting service at any time. Any hosting fees that are paid are non-refundable.
CSS will maintain full back-end access to any websites for which CSS provides website hosting services for you, even if you do not purchase website design services from CSS. Website hosting services by CSS are facilitated by the use of third-party rented servers. CSS currently uses InMotion Hosting for these services but may choose to change or use additional server providers in its sole discretion.
- General Payment Terms
Payment is due 15 days after the date of an invoice for all services. Accounts are in default if payment is not received 30 days after the invoice date. If you pay by check that does not clear, you are immediately in default and you may be subject to a returned check charge. Accounts unpaid 60 days after date of invoice will be subject to service interruption. Such interruption does not relieve you from the obligation to pay the monthly charge. Accounts in default are subject to an interest charge of $1.00 or 1.5% per month on the outstanding balance, whichever is greater. If your state law does not allow an interest rate of 1.5% per month, the maximum allowable rate for your state will be charged. If you default, you agree to pay CSS its reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights under these Terms.
- Your Content
The information collected when you provide information of any kind to CSS is known as the “Content.” By providing any Content to CSS, whether directly through your use of the Services, you grant CSS and CSS’s affiliates and service providers, and each of their and CSS’s respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for the purpose of providing the Services. CSS does not claim any ownership in any of the Content, including any text, data, information, images, photographs, music, sound, video, or other material, that you upload, transmit, or store through the Services. You understand and acknowledge that you are responsible for any Content submitted by you and have full responsibility for such Content, including its legality, reliability, accuracy, and appropriateness. CSS is not responsible, or liable to any third party, for the content or accuracy of any Content submitted by you.
CSS disclaims any and all liability in connection with or arising from Content uploaded, stored, transmitted or otherwise distributed by you. By uploading, storing, transmitting or otherwise distributing Content, you affirm, represent, and warrant that the Content does not and will not: (i) violate these Terms , (ii) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (iii) slander, defame, or libel any other person; or (iv) contain any viruses, adware, spyware, worms, or other malicious code. Violators of any third-party rights may be subject to criminal and civil liability. CSS reserves all rights and remedies against any Users who violate these Terms.
In the event CSS receives any information or notice that any Content uploaded, stored, transmitted or otherwise distributed by user violates these Terms or infringes any copyright, trademark, or patent, or is alleged to infringe any copyright, trademark, or patent, CSS reserves the right to immediately remove the Content without notice to you and without any obligation to investigate an allegation of infringement. CSS further reserves the right in its sole and unfettered discretion to remove for any reason whatsoever and at any time, any Content uploaded, stored, transmitted or otherwise distributed by you, without prior notice to you.
The term “Work Product” includes materials created by CSS specifically for you in completion of the Services including visual and graphical designs, text and other written copy, the final visual element that constitutes a complete design, and any other intellectual property that was strictly and solely created for you. Work Product does not include tools, processes, software, designs, and other intellectual property that CSS has created in order to generally provide its services to clients. Subject to these Terms and only upon completion of all payment owed to CSS, you will be the sole owner of all right, title and interest to the Work Product which Work Product shall be treated as a work made for hire under the Copyright Act. To the extent that the Work Product is not deemed a work made for hire, CSS agrees to and hereby does assign to you all of CSS’s present and future worldwide right, title and interest in and to all of the Work Product.
You guarantee that all elements of text, images, graphics, or artwork you provide to CSS in order to perform the Services are either owned by you, or that you have obtained the requisite third party permission to or license to use the materials in the appropriate manner. CCS will deliver to you the Work Product source files and physical materials, if any, to you so long as you have completed all required payments. CSS makes no warranty that it will maintain copies of the Work Product. You shall be solely responsible for the storage and maintenance of such files once delivered.
CSS shall retain a license to use, store, and display the Work Product on its website and in other forms in for the limited purpose of marketing its consultation services. You agree that CSS may use your business name and trademarks in the creation and publication of such marketing of CSS’s services.
- Prohibited Activities; Enforcement of Policies
By agreeing to these Terms, you agree not to (or authorize or encourage any third party to) use the Services, including any website designed for you by CSS or any website CSS hosts for you to (a) upload, store, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by CSS; (b) upload, store, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (c) use the Services for any fraudulent or inappropriate purpose, (d) impersonate any person or entity, falsely claim an affiliation with any person or entity, or access accounts of others without permission, forge another persons’ digital signature or identity, misrepresent the source, identity, or content of information transmitted via the Services, or perform any other similar fraudulent activity; or (e) use the Services for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy.
CSS reserves the right to scan all Content to ensure compliance with these Terms. In the event CSS determines, in its sole discretion, that your use of the Services is in violation of these Terms, CSS shall have the right without recourse by the user to immediately terminate your account.
- Adherence to Proposal
It is your responsibility to review in full all proposals for website development, website design, and other services provided by CSS. Should services or resources fall above the scope of the original proposal, CSS reserves the right to either refuse project add-ons or invoice appropriately to account for additional time and materials needed. Payment for add-ons that fall above the scope of the original project is due prior to development or net 15 days, at CSS’s discretion.
- Website Go Live and Training
A project is considered complete when full development scope has been reached, and project is approved by you. Should you request changes beyond what was agreed to in the original proposal, CSS may complete these changes at additional cost. Once a project is complete, all changes requested will fall under CSS’s standard website maintenance schedule. Account access to website and written or verbal training, as agreed to in the initial proposal, will be granted only after final payment for the project is received by CSS.
- Disk Storage and Bandwidth
CSS will monitor your current disk storage and bandwidth. If usage exceeds the amount registered for, CSS will contact you in an attempt to make arrangements for additional resources. If you do not respond, or are unable to be reached, CSS shall have the right to take corrective actions for exceeding resources. Such actions may include assessing additional charges, increasing service plan, temporarily discontinuing services, or terminating the current agreement. If you feel that more disk storage is required, it is your responsibility to contact CSS to discuss options for increased disk storage.
- Service Interruptions
CSS is not responsible for interruptions of service beyond its control. This includes interruptions by its suppliers and natural disasters.
- Account Credentials
You agree to keep all user IDs and access codes/passwords confidential. Sharing of account information and passwords is strictly forbidden. If you believe that you user ID or password has been compromised, you agree to contact CSS immediately via e-mail or telephone.
- Third Party Services
CSS uses third-party vendors to deliver some of its Services including reselling website hosting and the use of third-party themes. By using the Services you agree to CSS using such third-party vendors and sharing your Content and information with these vendors. CSS may also receive compensation from third-party vendors when you purchase such third-party services through CSS. Any payments made to CSS to be used for third-party services cannot be refunded. Upon request, CSS will provide you with a list of any third-party vendors it may use for Services requested by you. CSS is not liable for any damages or liabilities caused by the use of any third-party vendor.
- Termination/Cancellation Policy
CSS requires a 30-day notice prior to canceling a website hosting account. Upon cancellation, you will be sent a bill with your final balance (up to 30 days after notification) after your cancel request. At the time of cancellation, all website files, email accounts, and e-mails will be deleted from our server; you are responsible for requesting a backup of these files should you need them for future use. Website and design services may be cancelled at any time; however, no deposits paid will be refunded.
- Data Confidentiality and Security
CSS has taken commercially reasonable measures to ensure the safety of the Content when it is being stored and transmitted.
- Modification of These Terms
When using the Service, any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time. All such guidelines and rules are hereby incorporated by reference into these Terms. CSS may, at its sole discretion, modify or revise these Terms and policies at any time; by using the Service you agree to be bound by such modifications or revisions. If you do not accept and abide by these Terms, you may not use the Service.
When the Terms have been modified, we will, at our discretion, send you a notification or post an announcement on our website which will be displayed for a period of seven (7) days from the date the Terms were modified.
- Indemnifications and Hold Harmless
You agree to defend, indemnify and hold harmless CSS, its affiliated companies, officers, directors, employees and agents from and against all claims, demands, suits, costs, damages, and expenses, including but not limited to attorneys’ fees and reasonable settlements that CSS may sustain or incur by reason of (a) your use of the Services, (b) breach, alleged breach or violation of the foregoing warranties, representations and covenants, (c) any violation of any third party right arising from Content submitted by you, (d) any claim that any Content submitted by you caused damage to a third party, or (e) any other violation of these Terms. Your obligation to defend, indemnify and hold harmless CSS shall survive these the termination of any license between you and CSS, including these Terms.
- Disclaimer of Warranties; Limitations of Liability
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. CSS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD-PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CSS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THE SITE OR SERVICES, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND CSS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES.
- Limitation of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CSS OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO ANY CLAIM RELATED TO THE SERVICE, THE USE OF OR INABILITY TO USE THE SERVICE AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF CSS OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Miscellaneous Terms
a) These Terms shall be governed by and construed in accordance with the laws of the State of Ohio, except for its conflicts of laws principles. You consent to the exclusive jurisdiction and venue in the state and federal courts in Franklin County, Ohio.
b) CSS may transfer and assign these Terms and ownership of the Services without restriction. You may not transfer or assign any of these Terms or any Services.
c) You affirm and warrant that you are legally competent to enter into these Terms, and the conditions, obligations, affirmations, representations, covenants and warranties set forth herein.
d) If any provision of these Terms is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the remaining provisions of these Terms shall not be affected.
e) No waiver of any term of these Terms shall be deemed to constitute a continuing waiver of such term.
f) By accepting these Terms, you agree to allow CSS to send you periodic emails including but not limited to system maintenance announcements, newsletter, and other marketing materials. You may unsubscribe from these communications at any time.
You must have access to the internet in a reliable manner in order to access and manipulate your website hosted by CSS. CSS does not provide internet access and you should refer to local vendors in your area to establish access.
The Service is offered by CSS, located at: https://www.clarksitesolutions.com