TERMS AND CONDITIONS
|This Service Agreement (“Agreement”) applies to the purchase of all services (collectively, the “Services”) ordered by you (“Client”) on the Service Order. In the case of domain registrations and shared services the prices are defined as those listed on the OrderForm and the Order Form constitutes the entire “Service Order”. Palace-Designs reserves the right to amend its Service offerings and add, delete, suspend or modify the terms and conditions of the Services, at any time and from time to time, and to determine whether and when any such changes apply to both existing or future customers.
|2. Billing and Payment
|For all Services other than domain name registration services, this Agreement shall be for the term specified by you on the Order Form. With regard to such other Services, this Agreement will be automatically renewed at the end of the initial term for the same term specified by you on the Order Form unless you provide thirty (30) days written notice to Palace-Designs of termination of this Agreement.
|4. Acceptable Uses
|You shall at all times adhere to the Palace-Designs Acceptable Use Policy, as amended from time to time by Palace-Designs effective upon posting of the revised policy at the URL. Notwithstanding anything to the contrary contained herein, Palace-Designs may immediately take corrective action, including disconnection or discontinuance of any and all Services, or terminate this Agreement in the event of notice of possible violation by you of the Palace-Designs Acceptable Use Policy. In the event Palace-Designs takes corrective action due to a violation of the Palace-Designs Acceptable Use Policy, Palace-Designs shall not refund to you any fees paid in advance of such corrective action.
|Palace-Designs is acting only as a reseller or licensor of any hardware, software and equipment (collectively, the “Equipment”) offered under this Agreement that was manufactured by a third party. Palace-Designs shall not be responsible for any changes in Services(s) that cause Equipment to become obsolete, require modification or alteration, or otherwise affect the performance of the Services. Any malfunction or manufacturer’s defects of Equipment either sold, licensed or provided by Palace-Designs to you or purchased directly by you used in connection with the Service(s) will not be deemed a breach of Palace-Designs’s obligations under this Agreement. Any rights or remedies you may have regarding the ownership, licensing, performance or compliance of Equipment are limited to those rights extended to you by the manufacturer of such Equipment. You are entitled to use any Equipment supplied by Palace-Designs only in connection with your permitted use of the Services. You shall use your best efforts to protect and keep confidential all intellectual property provided by Palace-Designs to you through any Equipment and shall make no attempt to copy, alter, reverse engineer, or tamper with such intellectual property or to use it other than in connection with the Services. You shall not resell, transfer, export or re-export any Equipment, or any technical data derived therefrom, in violation of any applicable United States or foreign law.
|6. IP Address Ownership
|Palace-Designs shall maintain and control ownership of all IP numbers and addresses that may be assigned to you by Palace-Designs and Palace-Designs reserves, in its sole discretion, the right to change or remove any and all such IP numbers and addresses.
|7. CPU Usage
|You agree that you shall not use excessive amounts of CPU processing on any of Palace-Designs’s servers. Any violation of this policy may result in corrective action by Palace-Designs, in its sole discretion, including assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement. In the event that Palace-Designs elects to take any corrective action, you shall not be entitled to a refund of any fees paid in advance prior to such corrective action.
|You will be solely responsible for the development, operation and maintenance of your online store and products and all contents and materials appearing online or on your products, including without limitation (a) the accuracy and appropriateness of content and materials appearing within the store or related to your products, (b) ensuring that the content and materials appearing within the store or related to your products do not violate or infringe upon the rights of any third party, and (c) ensuring that the content and materials appearing within the store or related to your products are not libellous or otherwise illegal. You will be solely responsible for the final calculation and application of shipping and sales tax. You will also be solely responsible for accepting, processing, and filling any customer orders, and for handling any customer inquiries or complaints arising therefrom.
You are also responsible for the security of any customer credit card numbers and related customer information you may access as a result of conducting electronic commerce transactions through your Web Site. You will keep all such information confidential and will use the same degree of care and security as you use with your confidential information.
|9. Disclaimer of Warranty
|You acknowledge and agree that Palace-Designs exercises no control over, and accepts no responsibility for, the content of the information passing through Palace-Designs’s host computers, network hubs and points of presence (the “Palace-Designs Network”) or the Internet. NEITHER Palace-Designs, ITS EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS NOR THE LIKE MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT FOR THE SERVICES OR ANY EQUIPMENT Palace-Designs PROVIDES. NEITHER Palace-Designs, ITS EMPLOYEES, AFFILIATES, AGENTS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE, WARRANT THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION SERVICED OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. Palace-Designs IS NOT LIABLE FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM YOU OR STORED BY YOU OR ANY OF YOUR CUSTOMERS VIA THE SERVICE(S) PROVIDED BY Palace-Designs.
|You will indemnify, defend and hold harmless Palace-Designs and its employees, officers, directors and agents (collectively “indemnified parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys’ fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to the use of the Services, including any violation of the Palace-Designs Acceptable Use Policy.
|11. Limitation of Liability
|IN NO EVENT SHALL Palace-Designs OR ITS EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR USE, BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF Palace-Designs HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Palace-Designs’s liability for any damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) exceed the actual dollar amount paid by you for the Service which gave rise to such damages, losses and causes of actions during the 12-month period prior to the date the damage or loss occurred or the cause of action arose.
|12. Force Majeure
|Palace-Designs shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services.
|13. Governing Law
|The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.
|14. Amendment; Waiver
|Except as otherwise provided herein, this Agreement may not be amended except upon the written consent of you and Palace-Designs. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. The waiver by any party of the time for performance of any act or condition hereunder shall not constitute a waiver of the act or condition itself.
|15. Assignment; Severability
|This Agreement shall be binding upon and inure to the benefit of you, Palace-Designs and our respective successors, and assigns. You may not assign this Agreement without the prior written consent of Palace-Designs. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.
|16. Entire Agreement
|This Agreement, together with any other document or agreements specifically identified in this Agreement, represents the entire agreement between the parties, and supercedes all previous representations, understandings or agreements.
|17. Acceptance of Services
|ACCEPTANCE OF THIS AGREEMENT BY Palace-Designs MAY BE SUBJECT, IN Palace-Designs’s ABSOLUTE DISCRETION, TO SATISFACTORY COMPLETION OF A CREDIT CHECK. ACTIVATION OF SERVICE SHALL INDICATE Palace-Designs’s ACCEPTANCE OF THIS AGREEMENT. USE OF THE Palace-Designs NETWORK CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY AND RIGHT TO ENTER INTO THIS AGREEMENT AND THAT THERE ARE NO CONFLICTING CLAIMS RELATING TO THE RIGHTS GRANTED BY THIS AGREEMENT. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE.
|18. Cancellation Policy
|If you cancel your Service Agreement prior to the end of the term specified in your Order Form, Palace-Designs shall not refund to you any fees paid in advance of such cancellation. You will be required to pay 100% of Palace-Designs’s standard monthly charge for each month remaining in the term. For security, all cancellation requests must be made by the primary contact person on the account who must provide sufficient customer identification information. Any cancellation request shall be effective upon receipt, unless another date is specified in such cancellation request. Any cancellation by Palace-Designs or you shall not relieve you of any obligations to pay fees accrued prior to such cancellation.
|19. Thirty Day Guarantee
You may try out Palace-Designs Service(s) risk free for thirty (30) days, excluding domain name registration services. If you are not completely satisfied, you may cancel your account within thirty (30) days of the submission of your Order Form and receive a full refund of any Service charges, excluding set-up and domain name registration fees, Palace-Designs has collected in advance and you shall be under no further obligations. For security, all cancellation requests must be by the primary contact person on the account who shall provide sufficient customer identification information. Any cancellation request shall be effective upon receipt.