Terms of services

THIS AGREEMENT is made between BTZWeb.com (“Developers”) and “Customer”.

WEB SITE DEVELOPMENT AGREEMENT

In consideration of the mutual covenants set forth in this Agreement, Customer and Developers hereby agree as follows:

1. Development of Web Site.

Developers agree to develop the Web Site according to the terms listed.

2. Specifications.

Developers agree to develop the Web Site pursuant to the specifications set forth.
3. Delivery of Web Site.

Developers will use reasonable diligence in the development of the Web Site and endeavor to deliver to Customer an operational Web Site no later than 90 Days from today. Customer acknowledges, however, that this delivery deadline are estimates, and are not required delivery dates. Developers will be retaining the source code for the entire project and providing Customer with the output formats only. The output is to be used only within the scope of the project and does not included the following: Multiplying the site across other domains or servers, creating new web sites based on the code, selling the code, relinquishment of copyright by Developers in any way. Customer shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Developers for use in the Web Site.

4. Ownership Rights.

Customer shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Developers for use in the Web Site. Customer shall hold the copyright for the agreed upon version of the Web Site as delivered, and Customer’s copyright notice may be displayed in the final version.

Developers shall hold all right, title, and interest in and to the source code, programming and original artwork created for the project. Specifically, but without limitation, Developer shall hold rights, title, and interest in and to:

all text, graphics, animation, audio components, and digital components of the Web Site (the “Content”) created by Developers,
all interfaces, navigational devices, menus, menu structures or arrangements, icons, help and other operational instructions, and all other components of any source or object computer code that comprises the Web Site created by Developers,
all literal and nonliteral expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the content created by Developers,
all copyrights, patents, trade secrets, and other intellectual or industrial property rights in the Web Site or any component or characteristic thereof created by Developers. Customer shall not do anything that may infringe upon or in any way undermine Developers’ right, title, and interest in the Web Site, as described in this paragraph,

5. Compensation.

For all of Developers’ services under this Agreement, Customer shall compensate Developers, pursuant to the terms. In the event Customer fails to make any of the payments, Developers have the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove content from servers owned by Developers, (3) bring legal action.

6. Confidentiality.

Customer and Developers acknowledge and agree that the Specifications and all other documents and information related to the development of the Web Site (the “Confidential Information”) will constitute valuable trade secrets of Developers. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Developers’ prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the “Confidential Information” definition is anything that can be seen by the public on the Web Site when each page of the Web Site is first accessed.

7. Limited Warranty and Limitation on Damages.

Developers warrant the Web Site will conform to the Specifications. If the Web Site does not conform to the Specifications, Developers shall be responsible to correct the Web Site without unreasonable delay, at Developers sole expense and without charge to Customer, to bring the Web Site into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied. Customer acknowledges that Developers do not warrant that the Web Site will work on all platforms. Customer acknowledges that Developers are not responsible for the results obtained by Customer on the Web Site. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Developers as set forth in Exhibit A attached hereto.

8. Independent Contractor.

Developers are retained as independent contractors. Developers will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Developers’ behalf. Developers understand that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.

9. Equipment.

Customer agrees to make available to Developers, for Developers’ use in performing the services required by this Agreement, such items of hardware and software as Customer and Developers may agree are reasonably necessary for such purpose.

10. General Provisions.

10.1 Entire Agreement.

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

10.2 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania. Exclusive jurisdiction and venue shall be in the Chester County, Pennsylvania Superior Court.

10.3 Binding Effect.

This Agreement shall be binding upon and inure to the benefit of Customer and Developers and their respective successors and assigns, provided that Developers may not assign any of his obligations under this Agreement without Customer’s prior written consent.

10.4 Waiver.

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

10.5 Good Faith.

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

10.6 Ownership of Photographs.

Developers’ may use some of their own photographs for the Web Site. Developers’ maintain ownership of the photographs, and only grant Customer a non-exclusive right to use those photographs, and only on Customer’s Web Site.

10.7 No Right to Assign.

Customer has no right to assign or sell the website, except upon the express written advance approval of Developers, which consent can be withheld for any reason.

10.8 Right to Remove Web Site.

In the event Customer fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Developers have the right to remove the Web Site until payment in full is paid, plus accrued late charges of 1 ½% per month.

10.9 Indemnification.

Customer warrants that everything it gives Developers to put on the Web Site is legally owned or licensed to Customer. Customer agrees to indemnify and hold Developers harmless from any and all claims brought by any third-party relating to any aspect of the Web Site, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by Customer’s products/services, material supplied by Customer, copyright infringement, and defective products sold via the Web Site. Further, customer agrees to indemnify Developers from responsibility for problems/disruptions caused by third-party services that Customer may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the ownership and operation of the Web Site or multimedia project.
10.10 Use of Web Site for Promotional Purposes.

Customer grants Developers the right to use the Web Site for promotional purposes and/or to cross-link it with other Web Sites developed by Developers.

10.11 No Responsibility for Theft.

Developers have no responsibility for any third-party taking all or any part of the Web Site.

10.12 Right to Make Derivative Works.

Developers have the exclusive rights in making any derivative works of the Web Site.

10.13 Attorney’s Fees.

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.

10.14 Identification of Developers.

Customer agrees that Developers’ identification may be annotated within the code or on the Web Site as the authors. Customer also agrees to put on Developers’ copyright notices on the Web Site and the relevant content therein.

10.15 No Responsibility for Loss.

Developers are not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the Web Site.

10.16 Transfer of Rights.

In the event Developers are unable to continue maintenance of the Web Site non-exclusive rights to the Web Site will be granted to Customer.

10.17 Domain Name.

Any domain name registered on Customer’s behalf will be made in Customer’s name for both the billing and administrative contacts. The technical contact is generally required to be the hosting ISP. Developer will not register domain names in Developers name.

WEB HOSTING AGREEMENT

In consideration of the mutual covenants set forth in this Agreement, Customer and Client hereby agree as follows:

1. Terms.

Subject to the terms and conditions of this Agreement, Company will provide Web Hosting services for Client subject to the following terms:

Length of Service.

Client agrees to a twelve (12) month contractual term of service (“Term”). The length of contract required is based on the type of service desired by Client and shall be determined solely by Company.

Service Start Date.

The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon Company receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.

Renewal by Client.

This Agreement will automatically renew for twelve (12) month Terms unless canceled in writing by Client at least 30 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any Contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to Client’s account.

2. End User Pricing and Web Hosting Compensation.

End User pricing and Web Hosting Compensation is outlined on Exhibit A, attached, and is subject to change at the sole discretion of Company.

3. Terms of Payment.

Terms of payment are C.O.D. unless credit approval has been granted by Company. If credit approval has been granted, credit terms are net 10 days upon receipt of invoice. We reserve the right to revoke any credit extended if payment is in arrears for more than 30 days.

4. Proprietary Information.

Proprietary information exchanged here under shall be treated as such by Client. This information shall include, but not be limited to, the provisions of this Agreement, product and services information and pricing. Client further agrees to not decompose, disassemble, decode or reverse engineer any Company program, code or technology delivered to Client or any portion thereof.

5. Censorship.

Company will exercise no control whatsoever over the content of the information passing through the network, email or web site.

6. Warranties.

Company makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of Client. Use of any information obtained by way of Company is at Client's own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. Company does not represent guarantees of speed or availability of end-to-end connections. Company expressly limits its damages to Client for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Company specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

7. Trademarks and Copyrighted Material.

Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

8. Transfer of Agreement.

Client may not assign or transfer this Agreement, in whole or in part without the prior written consent of Company. In the event that Client contemplates whole or partial sale of it's business, ownership change, or change in jurisdiction, Client shall notify Company by mail, facsimile or email no less than 60 days prior to the effective date of the event.

9. Termination.

Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice from Company of said failure, 2) appointment of Receiver or upon the filing of any application by Client seeking relief from creditors, 3) upon mutual agreement in writing of Company and Client.

10. Disputes.

If legal proceedings are commenced to resolve a dispute arising out of, or relating to, this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.

11. Indemnification.

Client shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against Company directly or indirectly arising from or in connection with Client's marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by Client.

12. General.

If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement shall be governed by and construed in accordance with the laws of the State of PA. Exclusive jurisdiction and venue shall be in the Chester County, PA Superior Court. A failure by any party to exercise or delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.

EMAIL HOSTING AGREEMENT (SHARED SERVER)

In consideration of the mutual covenants set forth in this Agreement, Company and Customer hereby agree as follows:

1. Terms.

Subject to the terms and conditions of this Agreement, Company will provide Shared Email Hosting Services for Customer subject to the following terms:

Length of Service.

Customer agrees to a twelve (12) month contractual term of service (“Term”). The length of contract required is based on the type of service desired by Customer and shall be determined solely by Company.

Service Start Date.

The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon Company receipt of payment for such first term of service or upon a mutually agreed upon alternate date.

Renewal by Customer.

This Agreement will automatically renew for twelve (12) month terms unless canceled in writing by Customer at least 30 days prior to the end of term renewal date. Renewal prices are subject to change. Renewal of services by Customer indicates agreement to any contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to Customer’s account.
d) Type of Service.
This service agreement provides a shared email server and includes Web Mail (email accounts are accessible through a web browser) as well as POP, SMTP, or IMAP protocols for sending and receiving email from a desktop email client. Customer will share server space with other domains and not have an exclusive right or reservation of the resources and or disk space that the server may have available to it.
e) Limitations of Service.
Company is not responsible for training Customer or Customer’s employees on the use of their respective email clients. Company is not responsible for troubleshooting email problems not directly related to the Shared Email Hosting Services and the Company’s equipment, facilities, or servers.
Company is not responsible for maintaining and renewing Customer’s domain name MX records or other DNS-related functions if Customer’s domain name is not hosted by the Company.
Company is not responsible for Customer’s domain being listed on any third-party blacklist or suppression list not under Company’s direct control.
Company is not responsible for troubleshooting or correcting any problem with Customer being able to send or receive email to or from a third party due to blacklists, suppression lists, third party software or firewalls, network security settings or any other factor not directly under Company’s control.

2. End-User Pricing and Shared Email Hosting Services Compensation.

End-user pricing and Shared Email Hosting Services compensation is outlined on Exhibit A, attached, and is subject to change at the sole discretion of Company.

2.1 Excessive Use of Services.

Company may impose an additional charge or a restriction of services at any time that Customer’s use of the Shared Email Hosting Services imposes a considerable effect on Company resources or system performance. Company shall have sole discretion as to what constitutes excessive use and what activity is considered a violation of either the Company Acceptable Use Policy, or level of service that the Customer is currently using. Company is responsible for monitoring such excessive use for the account as a whole, and has no responsibility to identify a Customer’s individual end-user, employee, or other agent who may or may not be responsible for the excessive use of services.

3. Terms of Payment.

4. Proprietary Information.

Proprietary information exchanged here under shall be treated as such by Customer. This information shall include, but not be limited to, the provisions of this Agreement, product and services information and pricing. Customer further agrees to not decompose, disassemble, decode, or reverse engineer any Company program, code, or technology delivered to Customer or any portion thereof.

5. Censorship.

Company will exercise no control whatsoever over the content of the information passing through the network, email, or web site.

6. Warranties.

Company makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of Customer. Use of any information obtained by way of Company is at Customer's own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. Company does not represent guarantees of speed or availability of end-to-end connections. Company expressly limits its damages to Customer for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Company specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

6.1 Shared Email Hosting Services Disclaimer.
Company is not responsible for the actions of other Customers it may place on the Shared Email Hosting Services server or any other resource that the Customer may use. Company will make every effort to ensure that all Customers abide by the Company Acceptable Use Policy (“AUP”) and will periodically review Customer activity in order to ensure compliancy with the AUP.

6.2 Antivirus, Trojan, and Malicious Code Disclaimer.

Company email servers make use of enterprise class antivirus software in order to protect the server and detect virus-infected email messages. Infected email messages will be handled per Company policy and preferences prior to the customer receiving the messages. Additional antivirus options are available and the Customer may configure these options for inbound and outbound email antivirus scanning in their Shared Email Hosting Services control panel. Due to the nature of virus, trojan, and other malicious code dangers, Company makes no warranty that these features will detect, delete, or otherwise protect Customer from these dangers. Customer is responsible for implementing their own internal policies and procedures for opening potentially dangerous attachments, and is encouraged to install antivirus software on all access points or computers using Company Shared Email Hosting Services.

7. Trademarks and Copyrighted Material.

Customer warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

8. Transfer of Agreement.

Customer may not assign or transfer this Agreement, in whole or in part without the prior written consent of Company. In the event that Customer contemplates whole or partial sale of its business, ownership change, or change in jurisdiction, Customer shall notify Company by mail, facsimile or email no less than 60 days prior to the effective date of the event.

9. Termination.

Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of this Agreement or the “Acceptable Use Policy” upon receipt of written notice from Company of said failure, 2) appointment of receiver or upon the filing of any application by Customer seeking relief from creditors, 3) upon mutual agreement in writing of Company and Customer.

9.1. Account Deactivation, Termination, or Cancellation.
Upon account deactivation, termination, or deletion, all stored files, logs, email messages, attachments, address book entries, mailing lists or other data stored on Company servers will be immediately deleted immediately. Company has no obligation or responsibility to store Customer’s data after Customer’s account has been deactivated or terminated.

10. Disputes.

11. Indemnification.

Customer shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against Company directly or indirectly arising from or in connection with Customer's marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by Customer.

12. General.

Each party represents and warrants that, they are authorized to enter into this Agreement in entirety and duly bind their respective principals.