This Agreement is made between Tolero, located at 59 Damonto Ranch Pkwy, Suite B273, Reno, NV 89521, and purchaser (hereinafter referred to as “the Client”).
Outline of Agreement and Website Subscription
- This Agreement details the terms and conditions as agreed upon between the Parties. Tolero agrees to develop, host, subscription and maintain a website for the Client (including technical and design details). This project is hereinafter known as the “Website Program.”
- As part of this Agreement, Tolero will subscribe the Website Program to the Client and the Client will pay Tolero a monthly subscription fee as detailed in “Website Program Subscription Fees” section and corresponding product descriptions on the website at www.ToleroWebsites.com.
- All portions of the Website Program, excluding any specific text, images or information supplied by the Client, will remain the sole property of Tolero during the subscription and after any termination of the subscription. Said information cannot be used on another machine, moved, altered or sold by the Client. This includes, but is not limited to, work files, programming and system coding, text, emails and database information.
- Initial subscription prices are guaranteed for a 24 month period. After the initial 24 months, Tolero reserves the right to revert to non-promotional, normal pricing or to reasonably adjust monthly subscription costs as necessary to cover increases in cost of business expenses. Tolero will advise the Client of any subscription changes in writing 30 days prior to changes.
- As detailed in the “Website Program and Subscription Fees” section, the Client paid for the first month of the subscription program at purchase. This concludes the only program commitment. The Client may terminate the program at any time for no additional fees. Refer to the “Termination” section for additional details.
- Tolero reserves the right to terminate this Agreement if the Client is in breach of any portion of this Agreement; including, but not limited to, lack of payment. Refer to the “Website Program Subscription Fees” section of this Agreement for additional details.
- Upon termination, Tolero will relinquish rights to any text, images or information supplied to Tolero by the Client. The Website Program (including both the design, logo and underlying code) and any variations thereof shall remain the sole property of Tolero. The Client will not obtain any rights to the Website Program over time, nor upon the termination of this Agreement or thereafter.
- Authorized representatives of the Client certify that he or she is at least 18 years of age and legally capable of entering a contract in the United States on behalf of the Client.
- The Client is solely responsible for all information, licenses and verifications required for verifying that all of their business, business plan or website idea can legally operate within the United States.
- If the Client terminates the Agreement, then Tolero has the right to subscribe the Website Program, excluding content and materials provided by the Client, to a new Client.
Detailed Project Specification
- Tolero and the Client have agreed on a Website Program specification and maintenance as defined in the product descriptions on the website at www.ToleroWebsites.com.
- Tolero will provide the Client a “Content Questionnaire.” This questionnaire will request various information from the Client to be used in the Website Project creation process. The Client understands that the Website Project cannot be made without the completed questionnaire and agrees to complete the questionnaire and supply all required content and materials for the Website Project in a timely manner; ideally within 24 hours of program purchase. See the “Content and Materials” section for additional details.
- The Client will retain ownership of any images, designs, graphics, or content provided by the Client to Tolero for incorporation into the Website Program.
- Amendments proposed to Website Program specifications, outside of normal design parameters, must be delivered in writing to Tolero. Tolero retains the right to decline any design changes that may hinder the functionality, cost effectiveness or search engine optimization of the Website Program. Tolero further reserves the right to seek further payment from the Client to cover any expenses associated with changes outside of normal design parameters.
- Tolero will endeavor to create, post and turnover the Website Program within 15 days of purchase; however, Tolero does not guarantee and is no way bound to complete the project by this date. All Website Programs are completed on a first come, first served basis. If, by the fault of Tolero, the site is not completed within 30 days, then the second month’s subscription payment shall not be charged until the Website Program is completed.
- Tolero reserves the right to use open source software when necessary and as applicable. Tolero will not charge customers for the purchase of open source software. Open source software is neither owned by Tolero or the Client.
- Tolero includes one domain name and one Microsoft exchange email address with each Website Program. See the “Domain Name and Email” section for additional details.
- Tolero includes managed support services with each Website Program. Each Website Program is granted a set number free support service requests per month. Refer to product descriptions on the website at www.ToleroWebsites.com for additional details. Detailed access to the support system will be given to the Client at Website Program turnover. All support requests (including text adds/moves/changes) must be submitted via email or Tolero’s dedicated support system. Support services include, but are not limited to, adding pages, editing text, changing menu links, altering images, navigational changes, and more. Additional support requests can be purchased on the website at www.ToleroWebsites.com at current posted rates.
- Tolero includes ongoing and managed server and website maintenance with each Website Program. Maintenance includes, but is not limited to, minor database and backend changes to the website as well as all necessary updates to the server or server space as determined by Tolero.
Website Program Subscription Fees
- The Client will pay the first month’s subscription fee at sign up and according to the Website Program specifications detailed in the product descriptions on the website at www.ToleroWebsites.com. The first month’s subscription is non-refundable. Purchase is not considered complete and Website Program creation will not commence until payment has been received.
- Subsequent subscription fees will continue on a month to month basis. Subsequent subscription fees, once made, are non-refundable. The Client will pay the agreed monthly fees to Tolero for subscription the Website Program as specified in the product descriptions on the website at www.ToleroWebsites.com via a monthly direct debit from a credit card. Monthly subscription payments will continue until Termination is requested by either party. See the “Termination” section for additional details.
- Monthly subscription fees cover the normal functionality of the website. Additional fees will apply to a website that exceeds normal functionality (i.e. extreme bandwidth use, excessive compute cycles, need for increased database, etc…). See the “Website Hosting and Maintenance” section for details.
Website Hosting and Maintenance
- The Website Program includes managed server hosting provided by Tolero or by a third party hosting company providing an equal level of service engaged by Tolero.
- Where the Website Program is hosted by a third party hosting company all terms and conditions for hosting, including any service level agreement, will mirror those offered by Tolero. Tolero will communicate such terms to the Client upon request. Tolero will not be liable for hosting errors caused by the hosting company or downtime experienced by the hosting company.
- Tolero will schedule regular maintenance of the server(s). This maintenance may affect the hosting and availability of the Website Program. Such maintenance is necessary for the smooth running of the Website Program. When possible, such maintenance will be carried out during non-peak hours. We will endeavor to provide a reliable and professional service to the Client at all times.
- Tolero will do their utmost to maintain the service during periods of high traffic, although we cannot predict the expected level of traffic for the Client. Tolero cannot be held responsible for any loss or damage to the Clients business claimed as a result of server failure and/or downtime. The Client understands that any loss or damage to their business is specifically not covered and excluded under the terms of this agreement.
- Server space and specifications may differ depending upon the Website Program purchased by the Client; normal parameters should not exceed 50GB of bandwidth or 1,000 compute cycles per Website Program. If traffic levels exceed bandwidth or compute cycle limits within a given month or if the Client expects higher levels of traffic to their website, then Tolero may require an upgrade in program subscription parameters, including, but not limited to additional fees, to accommodate the increased traffic. Unplanned overages: additional bandwidth is $0.25 per GB and additional compute cycles are $0.05 per cycle. Anticipated traffic increases due to specific marketing programs or changes in business practices should be brought to Tolero’s attention with 30 days prior written notice (changes in size and traffic will move you into a custom programs… custom programs will benefit from planned and reduced rates in comparison to unexpected overage charges).
Secure Sockets Layer (SSL)
- Tolero will provide SSL with every Website Program. The specifics of the SSL guarantee may vary depending upon the Website Program purchased. See the product descriptions on the website at www.ToleroWebsites.com for more details. If the Client requires enhanced SSL protection or increased insurance, beyond what is provided by Tolero, then the Client is encouraged to buy an upgraded secure certificate through Tolero. Additional fees may apply.
Domain Name and Email
- Tolero will select, register and maintain a domain name for the Website Program. Selected names will be based upon industry, competition, search engine optimization, and branding.
- Any domain names that are purchased by Tolero as a part of the Website Program will remain the sole property of Tolero during the term of this Agreement, upon termination of this Agreement and thereafter.
- Upon termination of this Agreement, Tolero reserves the right to offer and sell the domain name, or any variations, in conjunction with the sale of the Website Program to any third party.
- Any domain name(s) already purchased by the Client will remain the sole property of the Client and will be kept, by the Client, where they purchased them. The Client will be solely responsible for the renewal of the domain name(s) and email(s) address associated with the Client’s existing domain(s).
- Tolero will assist the Client with forwarding instructions for any existing domain name(s) to the Website Program as requested.
- Tolero will purchase one Microsoft Exchange email address with data archiving for use with the Website Program. Additional managed, Exchange email addresses with data archiving for HIPAA compliance can be purchased at $20 per email per month. Tolero can provide additional details upon request.
- Any email address that are purchased by Tolero as a part of the Website Program will remain the sole property of Tolero during the term of this Agreement, upon termination of this Agreement and thereafter.
- It remains the Client’s responsibility for any mail lost, irretrievable, or any damage direct or indirect to any business as a result of a full mailbox.
Content and Materials
- Tolero will provide the Client a “Content Questionnaire.” This questionnaire will request various information from the Client to be used in the website creation process. The Client understands that the website cannot be made without the completed questionnaire and agrees to complete the questionnaire and supply all required content and materials for the Website Project in a timely manner; ideally within 24 hours of program purchase. Unless otherwise stated, Tolero will not begin creation of the website design until all content and materials have been received.
- Tolero will not be responsible for any delays, missed milestones or additional expenses incurred due to the late delivery or non-delivery of “Content Questionnaire” by the Client where required by Tolero for the Website Program.
- Tolero will design a custom, web-ready, logo for the Client to be used on the website. This logo will be created for use within the Website Program specifically; however, it can also be used within outside marketing materials with permission from Tolero during the life of the subscription. If the subscription is terminated, then rights to use custom logos and materials cease. If preferred and if in the required formats and sizes, Tolero can use the Client’s existing logo within the parameters of the website.
- Tolero will purchase images to be used on the website. These images are strictly for use on the website only. Tolero is not liable for misuse of these images by the Client or any other person(s) copying, altering or distributing the images to individuals or other organizations.
- The Client can provide specific images to be used on the website. All images provided by the Client must be authorized by the Client and are the sole responsibility of the Client regarding usage and copyright. Should any legal issues or claims arise from the content or copyright of any images supplied by the Client, they will be the sole responsibility of the Client.
- The Client confirms that to the best of their knowledge and belief that the content and materials supplied by the Client for the purposes of the Website Program are not blasphemous, defamatory or obscene and do not breach any applicable law or regulation. The Client is solely responsible for all content that they provide for use in the website.
Laws Affecting E-Commerce
- If applicable, the Client understands that they are responsible for complying with any and all laws, taxes, and tariffs as related to e-commerce. The Client will hold harmless, protect, and defend Tolero and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s use of internet electronic commerce.
- From turnover, the Client may terminate the Agreement at any time; no additional termination fees apply.
- Upon notice of Termination, all domain names, website access, email accounts, and associated features provided by Tolero will cease to operate.
- Monthly subscription fees are non-refundable or available for proration with mid-month Termination requests.
- Either party may terminate this Agreement immediately in the event that either party commits a serious, grave or material breach or persistent breaches of this Agreement including non-performance, default or neglect of its duties, responsibilities and obligations under this Agreement.
- Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party’s signatory by email or first-class post to the receiving party. Any such notice shall be deemed to be effectively served as follows: first-class post is effective 48 hours after posting; email is effective on the next working day. It is the sole responsibility of the Client to maintain updated contact and payment information.
Tolero – Website Division
Address: 59 Damonto Ranch Pkwy, Suite B273, Reno, NV 89521 (by appointment only)
- Both parties shall keep confidential the information provided in this Agreement and Website Program and only disclose these details, as needed, to such employees or contractors for the purposes of creating and maintaining the Website Program as detailed in this Agreement.
- The parties agree that all information marked “Confidential,” “Proprietary,” trade secrets, or where not marked but it is reasonable to judge such information as confidential, shall not be disclosed at any time during or after the expiry of this Agreement, except where such disclosure is required by law or by court order in the state of Nevada. Confidential information and trade secrets shall consist of, but not necessarily be limited to: technical, commercial, financial, operational, marketing or promotional information or data.
Intellectual Property Rights
- The Client understands that it is their responsibility to secure and/or maintain all appropriate licenses, clearance or consents where required for the content and materials to be incorporated into the Website Program by Tolero.
- The Client grants to Tolero, for the term of this Agreement, a non-exclusive, revocable, royalty-free license to use its name, logos, trademarks or devices (“Intellectual Property”) for the purposes of creating the Website Program.
- Tolero retains all rights to the design and underlying code used to create the Website Program. Such rights will be retained after the termination of this Agreement, subject to any sale as detailed in the “Website Ownership and Sale” of this Agreement.
- The Client shall not copy, or copy and subsequently alter, the coding of the Website Program or any other coding carried out as part of the project with a view to creating a separate website without the prior written consent of Tolero or subject to any sale as detailed in the “Website Ownership and Sale” of this Agreement.
- Neither party shall make any claim to the other party’s trademarks or register or cause to be registered or apply for a materially similar trademark or imitation of a trademark during or after the expiry of this Agreement.
- Neither party shall register, or cause to be registered, any company name materially similar to that of the other party.
Credits and Publicity
- Tolero has the right to use the Client’s Website Program as an example of their work; including, but not limited to, reference in publications, articles, social media, and portfolios.
- Subject to the “Confidentiality” clause, the Client shall be able to refer to their working relationship with Tolero for press and publicity purposes after receiving the written approval from Tolero regarding the content of any such material.
- Subject to the “Confidentiality” clause, Tolero shall be able to refer to their working relationship with the Client for press and publicity purposes after receiving the written approval of the Client regarding the content of any such material.
Website Ownership and Sale
- The Client, at any time during the subscription program or upon termination of this Agreement, may request to purchase the Website Program created for them. The option of a sale is at the sole discretion of Tolero. The sale price of the website will be determined solely by Tolero; based upon the comparable pricing for a custom, owned website. Typically, website ownership starts at $10,000, depending upon the product and scope.
- A website sale includes the right of private use for the underlying code and website design. A sale does not permit the licensing or re-selling of the underlying code, hosting services or email accounts. Tolero shall retain an on-going and royalty-free license to reuse or alter the underlying code for subsequent use by subsequent projects undertaken by Tolero.
Indemnities and Limitation of Liability
- The Client agrees to defend, indemnify and hold harmless Tolero against liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s website. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation, which is detrimental to another person, organization, or business.
- The Client agrees that Tolero has no control over, or responsibility for, the content provided by the Client for use on the website and that any material submitted for publication will not contain anything leading to an abusive or unethical use of the web hosting service, the host server or Tolero. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, gambling, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy. If this is found to be the case, then Tolero reserves the right to switch off the Client’s Website Program without notice. In no way does the textual or image based content of the Client’s website constitute Tolero’s endorsement or approval of the website or the material contained within the website.
- The Client acknowledges that it is for the Client to ensure that the resulting Website Program does not infringe the laws of any jurisdiction within which it is actively promoted.
- Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 30 days, the party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other.
- Neither party may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other party.
Joint Venture or Partnership
- Nothing in this Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the parties and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party.
- The Client undertakes during the period of this Agreement (and subsequent renewals of this Agreement) and for a period of 1 year after its termination not to directly or indirectly solicit or induce any of Tolero’s employees to leave the employment of Tolero whether to work on a freelance or consultancy basis or to be directly employed by the Client.
- This Agreement shall be interpreted construed and enforced in accordance with United States law and shall be subject to the exclusive jurisdiction of the state of Nevada.
- In the event any dispute or claim arises out of or relates to this Agreement and Tolero and the Client are unable to settle the dispute, then the parties agree to submit the dispute to final and binding arbitration administered by the National Arbitration Forum (www.arb-forum.com) under its Code of Procedure then in effect. Tolero and the Client agree that any dispute arising out of this Agreement shall be within the jurisdiction of Clark County Superior Court in the State of Nevada. The parties agree to select an arbitrator who is familiar with the industry and agree that judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- If the Client initiates a claim against Tolero in arbitration, litigation, or other dispute resolution proceeding and the Client is not awarded damages in an amount greater than the highest amount Tolero offered the Client in writing, then the Client agrees to reimburse Tolero for the costs and fees, including reasonable attorney’s fees, incurred by Tolero in defense in such proceeding.
- Any dispute or claim initiated against Tolero must be made within one (1) year. This time period may be shorter than otherwise provided for under the laws and regulations of some states.
- Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing.
- It is hereby declared that the foregoing paragraphs, sub-paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.
- No addition to or modification of any clause in this Agreement shall be binding on the parties unless made by a written instrument and signed by the signatories to this Agreement or their duly authorized representatives.
- This Agreement sets out the entire agreement and understanding of the parties and is in substitution of any previous written or oral agreements between the parties.