SEEMEONLINE WEB HOSTING AND DESIGN SERVICES WEB PAGES DESIGN TERMS AND CONDITIONS

SEEMEONLINE WEB HOSTING AND
WEB PAGES DESIGN TERMS AND CONDITIONS

1. The Service:

SeeMeOnline Web Hosting and Design Services (“SeeMeOnline”), will design and construct web page(s) for you (the “Client”) according to the Client's specifications as set forth in a client order to be completed and submitted to SeeMeOnline by Client (the “Client Order”) and subject to these Terms and Conditions (this “Agreement”). Upon fulfillment of the Client Order, SeeMeOnline will deliver the work via FTP download or global access and provide the Client with access code. The Client may take the option to upload Final page (s) when finished to a host of his choice or provide SeeMeOnline with the host's access code. The Client may add or subtract items or pages at any time during the construction process until the product is delivered and subject to additional charges as applicable. The final payment will reflect those changes. A copy of these Web Pages Design Terms and Conditions and Client Order must be signed by all Clients at the time of submission of the Client Order to SeeMeOnline, indicating agreement to and acceptance of these Web Design Terms and Conditions.

Note: Web Site Builder™ Agreement, Terms and Conditions are found on the www.seemeonline.com/service/hosting/site_builder_agreement.htm link.

2. Right to Refuse Orders.

SeeMeOnline will not design or construct web page(s) containing "adult content,” promoting violence of any kind, including an intolerance for race, lifestyle, or faith, or that constitutes harassment, defamation, libel, slander, or promotes the commission of a crime or any unlawful conduct. SeeMeOnline shall have the right to refuse any Client Order or do business with any person or entity without liability and without explanation.

3. Link

Client may take the option to upload Final page (s) or Web site to a host of his/her choice or provide SeeMeOnline with the access code for the link.

4. Delivery, Review and Additional Work.

SeeMeOnline will install and publicly post the Client’s pages by the date agreed upon by both Client and SeeMeOnline, unless a delay is specifically requested by the Client. Unless otherwise specified by Client, the method of delivery for completed works, under this Agreement, shall be made through its upload to the hosting web server. SeeMeOnline will provide the Client with an opportunity to review the appearance and content of Web site materials in a Beta Version prior to finalization of the pages (the “Beta Pages”). The Beta Pages will be deemed to be accepted and approved unless the Client otherwise notifies SeeMeOnline at SeeMeOnlineglobalsolutions@SeeMeOnline.com within (5) business days of the date the Beta Pages are made available to the Client. Upon notice of requested changes, SeeMeOnline will make changes to the Beta Pages to the extent such requested changes are within the scope of the Client Order. Following any changes to the Beta Pages as requested by Client, SeeMeOnline will provide Client the completed pages (the “Final Pages). SeeMeOnline will not be obligated to make any changes to the Final Pages unless the Client demonstrates the Final Pages do not comply with the Client Order. When requested by Client, the parties shall in good faith negotiate Additional Client Orders, each of which upon signing, shall be deemed a part of this Agreement.

5. Payment.

Charges for services to be provided by SeeMeOnline are defined in the Client Order, which Client shall receive, execute and return to SeeMeOnline via facsimile, online or via email. All Client Order’s require an advance payment of a minimum of fifty (50%) percent of the project proposal total when returning this signed agreement and before the Beta Pages are prepared. Thereafter, twenty five (25%) percent shall be paid upon release of a Beta Pages, and the remaining twenty five (25%) percent of the Client Order total will be due upon release of the Final Pages. SeeMeOnline reserves the right, subject to (30) days advance email notice to the Client, to change the rates charged for any ongoing maintenance services provided to Client. Payment for services is due by credit card, and all credit card payments are subject to these Terms and Conditions and the Terms and Conditions posted on SeeMeOnline’s site at www.SeeMeOnline.com pertaining to payment for use of SeeMeOnline services. SeeMeOnline must receive payment prior to final release of the Client Order.

6. Changes in Pricing.

SeeMeOnline reserves the right to change prices without notice. However, price changes, other than those relating to on-going maintenance service, shall not be changed with respect to previously executed Client Orders.

7. Termination.

(a) During the construction process and not after the Final Pages are released (with the exception of the Client's failure to make payment), the Client Order will terminate automatically upon either party providing written notice to the other indicating that the notifying party wishes to terminate the Client Order.

(b) If SeeMeOnline initiates termination, with the exception of the Client's failure to make any payments owed thereunder, SeeMeOnline agrees to reimburse the Client in full either by check within thirty (30) days of termination, or by canceling any the credit card transaction(s), and SeeMeOnline shall have no further obligations to Client nor any obligation to provide Client work that had been commenced or completed prior to termination.

(c) Termination of the Client Order by Client must be sent by email to Serivce@SeeMeOnline.com. If Client terminates the Client Order within forty eight (48) hours after signing of contract, SeeMeOnline shall refund twenty five (25%) percent of the total down payment received. If Client terminates the Client Order at any time following commencement of work thereunder but prior to release of the Final Pages, SeeMeOnline has a right to charge Client for design work performed prior to the date of first notice of cancellation based (at SeeMeOnline’s discretion) upon either the hours worked up to the date of termination or for all accepted milestones and a prorated amount for partially completed deliverables. Client may not terminate this Agreement after release of the Final Pages.

8. Non-Payment or Late Payment.

SeeMeOnline will not commence work with respect to any Client Order or, if work has commenced, will not continue any work on the Client Order, if it is unable to charge the Client’s credit card or to receive payment from the Client within (3) business days after SeeMeOnline notifies Client by email concerning non-payment. If the Client Order has been completed, SeeMeOnline will not release the Final Pages or if the Final Pages have already been released, will remove the Client's page(s) off of the server until payment is received. SeeMeOnline will reinstate all pages after payment in full has been received. If SeeMeOnline found a server for Client, and the Client has not paid SeeMeOnline before termination and before SeeMeOnline found the server, Client's server account will also be deleted. If SeeMeOnline releases the Final Pages but Client fails to make all payments due under the Client Order, SeeMeOnline also has the right to keep all payments the Client has made at any time and to pursue all collection efforts and legal remedies for unpaid work under the Client Order.

SeeMeOnline will impose a finance charge of 1.5% per month and a $10.00 per month late fee for each month that Client has not paid any outstanding balances owed under the Client Order. Clients with accounts in default agree to pay SeeMeOnline reasonable expenses, including attorney fees and costs for collection by third-party agencies, incurred by SeeMeOnline.

9. Copyright.

Client retains the copyright to data, files and graphic logos provided by the Client, and grants SeeMeOnline the rights to publish and use such material in fulfillment of the Client Order. Artwork and graphic logos designed by SeeMeOnline for use in the Client’s Web presentation will remain the property of SeeMeOnline; and at its discretion and under separate agreement, SeeMeOnline will grant the Customer rights to use such material in formats other than Web presentations. Client must obtain permission and rights to use any information or files that are copyrighted by a third party and for SeeMeOnline to include such materials in fulfillment of the Client Order. Client agrees to indemnify and hold harmless SeeMeOnline from any and all claims resulting from the Client's negligence, intentional failure or inability to obtain proper copyright permissions. Client represents and warrants to SeeMeOnline that all such permissions have been obtained, and evidence of all necessary permissions may be requested from Client.

10. Standard Media Delivery.

Unless otherwise specified in the Client Order, this Agreement assumes that all text will be provided by the Customer in electronic format (ASCII text files delivered on CD via overnight courier or via e-mail or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg or .tiff format. Additional expenses may be incurred and will be invoiced accordingly for corrective work, conversion of media or outside facility charges. Although a reasonable attempt shall be made by SeeMeOnline to return to the Client any images or printed material provided for use in creation of the Client’s Web site, such return cannot be guaranteed. The Final Pages will be posted to a global access or FTP. SeeMeOnline will provide the client with the user name and password. The Client may have the option to upload Web site to a host of his/her choice or provide SeeMeOnline with the access code.

11. Access Issues.

(a) If Client’s Web site is to be installed on a third-party server, SeeMeOnline must be granted the necessary access to the Client's storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.

(b) Client agrees that SeeMeOnline shall have the right to remove from Client’s Web Site any web pages SeeMeOnline has designed which upon or following posting fail to adhere to the terms of these Web Design Terms and Conditions, including violation of any licensing agreements or failure to pay fees duly assessed.

12. Indemnity.

Client agrees to indemnify and hold harmless SeeMeOnline, its employees, directors, shareholders, members, officers, agents, subsidiaries and affiliates from any and all claims, losses, damages, liabilities and expenses (including attorneys' fees) related to or arising out of the services provided by SeeMeOnline to Client, including without limitation claims made by third parties (including customers of Client) related to any false advertising claims, liability claims for products or services sold by Client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided hereunder, or for any content submitted by Client, but excluding those related to the gross negligence or intentional misconduct of SeeMeOnline.

13. Disclaimer.

(a) ALL SERVICES PROVIDED BY SEEMEONLINE (INCLUDING WEB DESIGN) ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES AS TO ACCURACY OF INFORMATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE SERVICES.

(b) NEITHER SEEMEONLINE NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE ANY OF THE SEEMEONLINE SERVICES (INCLUDING, BUT NOT LIMITED TO WEB DESIGN) SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH FULFILLMENT OR NON-FULFILLMENT OF A CLEINT ORDER OR WITH RESPECT TO ANY OTHER SERVICES OFFERED BY SEEMEONLINE OR OUT OF ANY BREACH OF ANY WARRANTY, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, EVEN IF SEEMEONLINE OR ANY SUCH LICENSOR OR SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE ENTIRE LIABILITY OF SEEMEONLINE AND ITS LICENSORS AND SERVICE PROVIDERS AND YOUR EXCLUSIVE REMEDY IN CONNECTION WITH THE WEB DESIGN SERVICE OR ANY OTHRE SEEMEONLINE SERVICE OR ANY BREACH OF THIS AGREEMENT ARE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO SEEMEONLINE DURING THE PRIOR TWELVE MONTH PERIOD. YOU HEREBY RELEASE SEEMEONLINE AND EACH OF ITS LICENSORS AND SERVICE PROVIDERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THIS LIMITATION.

(c) SEEMEONLINE DOES NOT REPRESENT THAT ITS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND NEITHER SEEMEONLINE NOR ANY OF ITS LICENSORS OR SERVICE PROVIDERS SHALL BE HELD RESPONSIBLE IN ANY WAY OR BY ANY MEANS, EITHER DIRECTLY OR INDIRECTLY, FOR ANY WEB HOSTING AND DESIGN SERVICES DIFFICULTIES WHICH COULD LEAD TO THE INTERRUPTION AND OR DELIVERY OF ANY OF THE SERVICES OFFERED BY SEEMEONLINE; NOR DOES SEEMEONLINE OR ANY OF ITS LICENSORS, EMPLOYEES OR AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF ANY OF THE SERVICES (INCLUDING, BUT NOT LIMITED TO, WEB DESIGN) OFFERED BY SEEMEONLINE.

(d) SEEMEONLINE SHALL NOT BE RESPONSIBLE FOR ANY ALTERATIONS, MODIFICATIONS, DELETIONS AND THE LIKE TO THE CLIENT’S PAGES FOLLOWING INSTALLATION. IN NO EVENT SHALL SEEMEONLINE (OR ITS OWNER, DIRECTORS, OFFICERS, AGENTS, AFFILIATES AND EMPLOYEES) BE LIABLE FOR ANY WORD OR IMAGE PRODUCED FOR THE CLIENT, OR ASSOCIATED WITH THE CLIENT OR THE CLIENT'S BUSINESS.

(e) YOU SPECIFICALLY AGREE THAT SEEMEONLINE SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH ANY SEEMEONLINE SERVICE. YOU SPECIFICALLY AGREE THAT SEEMEONLINE IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT SEEMEONLINE IS NOT RESPONSIBLE FOR ANY CONTENT SENT BY ANY THIRD PARTY.

14. Confidentiality.

In connection with the Client Order, each party may receive or have access to commercially or personally valuable technical and non-technical confidential or proprietary information ("Confidential Information") of the other party. Confidential Information includes all information, whether oral or written, relating to the business of a party that is not generally known or available to others, including, without limitation, source code and documentation for software, trade secrets, customer lists, pricing strategies, marketing and business plans, information concerning a party's vendors, and a party's contemplated plans, strategies and prospects. Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law.

15. Notice.

Any notice, approval, request, authorization, direction or other communication in connection with this Agreement and the Client (“Notice”) must be made to SeeMeOnline, by email to SeeMeOnlineglobalsolutions@SeeMeOnline.com or facsimile 1-435-203-8733. All Notice to Client by SeeMeOnline shall be deemed to have been delivered and given for all purposes if sent to the email address provided by Client on the Client Order, unless a different email address is provided in writing to SeeMeOnline.

16. Relationship of the Parties.

The relationship of the parties in connection with this Agreement and the Client Order is that of an independent contractor relationship, and no partnership, joint venture or employee/employer relationship is intended.

17. Taxes.

Client shall be responsible for payment of any value added tax (V.A.T.), federal, state, or local tax or any other tax imposed by any governmental entity with taxing authority over the services provided under this Agreement. SeeMeOnline shall charge all taxes or notify Client of any taxes owed in connection with the Client Order, and Client shall promptly pay such taxes.

18. Force Majeure.

Neither party shall be deemed in default of this Agreement or the Client Order to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within ten (10) business days of such event or occurrence.

19. Governing Law; Arbitration.

This Agreement and the Client Order shall be governed by the laws of the State of Texas. Any controversy or dispute arising out of this Agreement, the interpretation of any provision hereof, or the action or inaction of any party hereto shall be submitted to arbitration in the state of Texas. The successful party to the arbitration or any litigation relating to this Agreement or the Services shall be entitled to an award for reasonable costs and attorney's fees. Any award or decision obtained from any such arbitration proceeding shall be final and binding on the parties, and judgment upon any award thus obtained may be entered in any court having jurisdiction thereof. The parties agree that the arbitrator shall have the power to award damages and injunctive relief.

20. Miscellaneous.

(a) In the event that any provision of this Agreement or the Client conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect. (b) The failure of SeeMeOnline to insist upon or enforce strict performance by Client, of any provision of this Agreement or the Client Order, or to exercise any right under this Agreement or the Client Order, shall not be construed as a waiver or relinquishment of its right to enforce any such provision or right in any other instance. (c) You may not assign or transfer this Agreement or the Client Order or any rights hereunder, and any attempt to the contrary is void. (d) This Agreement may be modified by SeeMeOnline at any time by publication through its website (www.SeeMeOnline.com) or by sending each Client an email to the address listed on the Client Order, except that such changes shall not effect Client Orders that have already been accepted. (e) This Agreement and the Client Order may be executed in counterparts, each of which shall be deemed an original and both of which when taken together shall be deemed to constitute the same instrument.

21. Entire Agreement.

This Agreement sets forth the entire understanding and agreement of the parties and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties as to the subject matter of this Agreement. Sending the acceptance of this Agreement to SeeMeOnline equals the Clients signature to this Agreement. This Agreement may be changed only by a written agreement signed by both parties.

By signing below you hereby acknowledge that you have reviewed these Web Pages Design Terms and Conditions and acknowledge your consent to the terms and conditions.

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