These TERMS AND CONDITIONS are expressly incorporated into, and are material terms and conditions of, every Service Agreement and Order (“Service Agreement”) entered into by Lite Web, and its customer, (“Customer” or “you”) and shall apply to all services ordered by Customer and provided by Lite Web (collectively, the “Services”). Any capitalized terms not defined herein shall have the meaning ascribed thereto in the applicable Service Agreement. In the event of any conflict between these Terms and Conditions and a Service Agreement, the terms of the Service Agreement shall prevail.
1. SCOPE OF SERVICES
Lite Web shall perform the services, including the Website Project, set forth in the Service Agreement (the “Services”) in accordance with the Service Agreement. The design of the website shall be in conformity with the plan outlined in the Project Proposal. The Customer will be responsible for providing direction to Lite Web and for delivering content for website construction, including text and images. Lite Web may elect, in its sole discretion, to exclude from the website any text, graphics, sound, or animations: (a) that might be viewed as obscene or involving any illegal activities, or which have link(s) to other website(s) having content that might be viewed as obscene or involving any illegal activities; and/or (b) that Lite Web determines would violate any trademark rights or copyrights of any third party.
2. WEBSITE DEVELOPMENT
The design of the website shall be in conformity with the plan outlined in the Project Proposal. The Customer will be responsible for providing direction to Lite Web and for delivering content for website construction, including text and images. Lite Web may elect, in its sole discretion, to exclude from the website any text, graphics, sound, or animations: (a) that might be viewed as obscene or involving any illegal activities, or which have link(s) to other website(s) having content that might be viewed as obscene or involving any illegal activities; and/or (b) that Lite Web determines would violate any trademark rights or copyrights of any third party.
2.1. CHANGE ORDERS
During website development, Lite Web shall provide the Customer with one round of changes to the design concept at no additional charge. Alternatively, the Customer may choose to reject the first design concept before any revisions are requested and receive an additional design concept with one round of changes to the second design concept at no additional charge. Any additional design changes shall be governed by a separate Change Order which will describe the exact nature of the changes requested and any additional fees. The Customer shall have seven (7) days from receipt of the Change Order to accept the terms and conditions of the Change Order, otherwise the Change Order shall be deemed rejected. No Change Order shall be binding upon either party unless signed by both parties. Upon execution by both parties, a signed Change Order shall amend the original Service Agreement and become a part thereof. Notwithstanding the forgoing, Lite Web shall have the right to refuse a Change Order for any reason in its sole and absolute discretion.
2.2 RECURRING SERVICES
Lite Web shall provide the Customer with Recurring Services in accordance with the Service Agreement. Customer may use the Recurring Services for any lawful purpose, provided that such purpose (a) does not interfere with or impair Lite Web’s network, equipment or facilities, and (b) complies with Lite Web’s Acceptable Use Policies (the “AUP”), which are incorporated herein by reference. Unless provided otherwise herein, Lite Web shall use reasonable efforts to maintain the Recurring Services in accordance with applicable performance standards. Bandwidth speed may vary. Use of the data, Internet, and web hosting Recurring Services shall be subject to the AUP. The AUP may be amended by Lite Web from time to time, and Customer’s continued use of the Recurring Services following an amendment shall constitute acceptance thereof. Lite Web is not responsible for the networks or facilities of third parties which may be necessary to provide the Recurring Services.
2.3 SHARED WEB HOSTING SERVICE LEVEL AGREEMENT (“SLA”)
Lite Web and its service vendors and subcontractors shall undertake commercially reasonable measures to protect Customer’s Website(s) and email against unscheduled outages.
An unplanned service interruption shall not constitute a default by Lite Web under the Service Agreement, but Customer may receive a credit allowance upon the terms and conditions set forth herein. A credit allowance equal to Lite Web’s then current fee for one month of web hosting service will be given, upon Customer’s written request made within thirty (30) days of the service interruption, when there is an unplanned service interruption, as acknowledged by Lite Web or its vendors or subcontractors, that lasts more than thirty (30) minutes. Customer may only receive one credit allowance during any calendar month even if multiple unplanned service interruptions should occur. The Customer shall receive no credit allowance for any service interruption lasting thirty (30) minutes or less. No Credit Allowance will be issued for planned service interruptions scheduled by Lite Web or Lite Web’s hosting vendors. Lite Web’s grant of a credit allowance shall be the Customer’s sole and exclusive remedy for unplanned service interruptions and the associated failure of Lite Web or its vendors or subcontractors to provide shared web hosting services. This Section 2.3 shall not apply to a Customer with dedicated web servers.
2.4 THIRD PARTY SERVICES
Customer acknowledges that Lite Web engages and incorporates the services of a number of third party vendors (“Third Party Vendors”) to provide additional services to the Customer in connection with website hosting. Customer acknowledges and agrees that use of any services of Third Party Vendors is governed by the terms and conditions of such Third Party Vendors. Customer further understands and acknowledges that if any Recurring Service with Lite Web is canceled, Customer may not be able to transfer third party services without entering into a separate agreement with the Third Party Vendor(s) and/or making significant changes to Customer’s website design to enable it to function properly.
3. FEES
3.1 SERVICES FEES
The total fee for Services offered by Lite Web shall be set forth in the Service Agreement as amended by any change orders, and shall be billed and paid in United States (U.S.) Dollars. All installment payments made to Lite Web are non-refundable. If Customer fails to tender any payment to Lite Web within fifteen (15) days of the date any payment is due, Lite Web’s obligation to provide all Services shall be terminated, and Customer shall not be entitled to any refund.
3.2 RECURRING CHARGES
Recurring charges are due on the first day of each month following the launch of Client’s website. Fees for recurring Services must be paid prior to the start of the service period. Service charges are subject to change at any time in Lite Web’s sole discretion upon ten (10) days prior notice to Customer by email. All invoices and sales receipts shall be sent via email. Customer shall have thirty (30) days in which to dispute any invoice or sales receipt, after which time the invoice or sales receipt shall be deemed correct. If Customer provides a “Credit Card Authorization Form”, Customer authorizes Lite Web to charge Customer’s credit card for all amounts due Lite Web on a regular basis beginning with any payments required by the Agreement. If Lite Web is unable, for any reason, to effect payment via Customer’s credit card, Lite Web will attempt to notify Customer via email, and Customer will have five (5) days to provide a valid credit card before Services will be disabled and/or discontinued. If any check given by Customer to Lite Web is returned for insufficient funds, Customer will be liable to Lite Web for a returned check fee in the amount of Thirty-Five Dollars ($35.00) and may be required to pay for future services with certified funds. All amounts paid for Services are non-refundable. Customer shall pay all applicable sales, use, gross receipts, excise, access, and other local, state and Federal taxes or charges imposed on the provision or use of the Services.
3.3. LATE PAYMENT.
Payments not received within fifteen (15) days of invoice or due date will be considered late and will incur and accrue interest from the due date at the rate of one and one-half percent (1.5%) per month or the maximum legal rate, whichever is lower.
3.4 PROJECT COMPLETION; ABANDONMENT BY CUSTOMER
Customer and Lite Web agree that the Website Project must be completed and approved by Customer on or before the date which is one hundred eighty (180) days after the Effective Date (the “Project Completion Date”). Customer agrees to provide all information and content for the completion of the Website Project, and all feedback, comments and other input regarding Lite Web’s work product, promptly to allow for the timely completion of the Website Project. Customer hereby agrees that the term of this Agreement with respect to the Website Project will expire on the Project Completion Date, and the website and other work product delivered by Lite Web as of such Project Completion Date shall be deemed final and fully satisfactory to Customer. Should Customer desire for Lite Web to incur additional time regarding the Website Project after the Project Completion Date, Customer shall pay Lite Web in advance at Lite Web’s then current hourly labor rate.
4. EQUIPMENT
Lite Web shall repair any equipment owned by Lite Web at no charge to Customer provided that no damage to such equipment is due to misuse, abuse or casualty, including acts of God. If additional equipment, including, but not limited to, monitors, computers, software or other devices, is required by Customer to use the Services, Customer shall be solely responsible for acquiring and maintaining such equipment.
5. RESALE OF SERVICE
Customer may not resell any portion of the Services to any other party without prior written permission from Lite Web, which may be granted or withheld in Lite Web’s sole discretion. Customer shall be solely responsible for any software and content displayed or distributed by Customer.
6. RIGHTS TO THE WEBSITE AND CONTENT
The Project is a work for hire completed by Lite Web for Customer, and as such Lite Web’s work product from the Services, including the files developed for Customer, shall be the property of Customer. With the exception of any third party materials and background technology used by Lite Web in conjunction with the Services, Customer represents and warrants to Lite Web that Customer maintains the usage rights to the domain name and all content provided by Customer to Lite Web, including, without limitation, any and all text, music, sound, photographs, video, graphics, data, or software, in any medium (the “Customer Content”); and Customer hereby agrees to indemnify and hold harmless Lite Web from all suits, claims, liabilities and damages, including all attorneys’ fees and other defense costs, arising from any alleged infringement by the Customer Content of any property rights of any third party. “Third-party materials” means any content, software, or other computer programming material that is owned by Lite Web, licensed by Lite Web, or generally available to the public, including Customer, under published licensing terms. The graphics utilized from Lite Web’s graphics and image library are licensed from third party suppliers. Upon written request, Lite Web will deliver the Customer’s source files electronically and make the source files available for download for a period of thirty (30) days.
7. DEFAULT
If Customer fails to comply with any material provision of this Agreement, including, but not limited to, failure to make payment as specified, then Lite Web may elect to terminate or suspend all or any part of the Services upon notice to Customer. Lite Web may also pursue any other remedies and claims against Customer as may be provided at law or in equity, and Lite Web shall be entitled to recover its related legal expenses, including reasonable attorneys’ fees, from Customer. If the Customer wishes to reconnect any Recurring Services following Customer’s default, Customer shall pay a reconnection fee in the amount of Twenty-Five Dollars ($25.00), plus all outstanding fees and shall be required to pay for future Recurring Services for a time period of no less than 365 days before Services will be restored.
8. EARLY TERMINATION
Lite Web may terminate the Project or any or all Recurring Services, with ten (10) days prior written notice to Customer, if it determines Customer’s demands or requirements to be unreasonable or outside of the scope of the Services. Customer may terminate any or all Recurring Services before the end of the term selected by Customer in the Service Agreement with thirty (30) days prior written notice to Lite Web. Upon such termination, Lite Web shall return to Customer any portion of the fee paid by Customer applicable to the remainder of the term, less all sums due from Customer to Lite Web; provided, however, that all installment and setup fees are non-refundable. Upon the termination of the Service Agreement for any reason, Lite Web may delete any of your archived data.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANYLOST PROFITS, WHETHER OR NOT FORESEEABLE AND REGARDLESS OF THE NATURE OF THE CLAIM.IN NO EVENT SHALL Lite Web BE HELD LIABLE TO CUSTOMER FOR ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY CUSTOMER HEREUNDER.
10. DISCLAIMER OF WARRANTIES
EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH HEREIN, LITEWEB HEREBY DISCLAIMS ALL WARRANTIES OF EVERY NATURE, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. SERVICES PROVIDED ARE A BEST EFFORTS SERVICE, AND Lite Web DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE SHALL BE ERROR-FREE OR WITHOUT INTERRUPTION. Lite Web MAKES NO WARRANTY AS TO TRANSMISSION OR SPEEDS OF THE NETWORK. Lite Web MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND HEREBY EXPRESSLY DISCLAIMS ANY SUCH WARRANTY, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
11. CUSTOMER REPRESENTATIONS
Customer represents to Lite Web that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Lite Web for inclusion in the Website are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Lite Web and its subcontractors from any claim or suit, including Lite Web’s attorneys’ fees and other defense costs, arising from the use of such elements furnished by Customer.
12. CONFIDENTIALITY
Lite Web and Customer agree to hold each other’s Proprietary or Confidential Information in strict confidence at all times during the term of the Service Agreement and for a period of two (2) years following the termination of the Service Agreement for any reason. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, and financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party shall be entitled to equitable relief.
13. INDEMNITY.
Customer shall indemnify and hold Lite Web and its respective affiliates, subcontractors, employees or agents harmless (including payment of reasonable attorney’s fees and other defense costs) from and against any claim, actions or demands relating to or arising out of Customer’s use of the Services, including, without limitation (i) any content or software displayed, distributed or otherwise disseminated by the Customer, its employees, or users of the Services, (ii) any claim that Customer’s use of the Services, including the registration and maintenance of Customer’s selected domain name(s), infringes on the patent, copyright, trademark or other intellectual property right of any third party; (iii) any malicious act or act in violation of any laws committed by Customer, its employees or users using the Services; and/or (iv) violation by Customer, its employees or authorized users of these Terms and Conditions or the AUP.
14. HEADINGS
The section headings used herein are for convenience of reference only and do not form a part of these Terms and Conditions, and no construction or inference shall be derived therefrom.
15. FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause(s) or condition(s) that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.
16. CHOICE OF LAW; EXCLUSIVE JURISDICTION AND VENUE
This agreement shall be construed and enforced according to the Lebanese Law. Any action in regard to the Service Agreement or arising out of its terms and conditions shall be subject to the exclusive jurisdiction of the Lebanese courts.
17. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Service Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and permitted assigns.
18. ASSIGNABILITY
Customer may not assign the Service Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Lite Web. Lite Web reserves the right to assign its rights hereunder to any party and to delegate its obligations hereunder to subcontractors.
19. WAIVER
The failure of either party to enforce at any time or for any period of time the terms of the Service Agreement shall not be construed as a waiver of such terms or the right of such party thereafter to enforce each term contained herein. Any waiver by either party must be in writing signed by such party. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
20. SEVERABILITY
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision, and such invalid term, clause or provision shall be deemed to be severed from the Service Agreement.
21. ENTIRE AGREEMENT
The Service Agreement constitutes the entire understanding of the parties, revokes and supersedes all prior agreements between the parties, and is intended as a final expression of their agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to the Service Agreement.
Last Updated: July 9, 2014