1. INTRODUCTION

THIS SERVICES AGREEMENT (the “Agreement” and/or “Terms and Conditions”), as amended from time to time by thobson.com / Developers INN, a Texas corporation, its subsidiaries, affiliates, predecessors, successors and assigns (the terms “Thobson.com,” “us,” “we” and/or “our” shall refer to Developers INN), between you (the terms “Customer,” “you” and/or “your” shall refer to the individual, entity or organization that accepts this Agreement, has access to your account or uses the Services) and Developers INN, sets forth the terms and conditions applicable to your purchase and/or use of our products and services (collectively, the “Services”) as further set forth herein. You and Developers INN together may be referred to herein as the “Parties” and each may be referred to herein as a “Party.” This Agreement explains our obligations to you, and your obligations to us in relation to any Services you purchase or otherwise utilize.

You acknowledge that you have read, understand and agree to be bound by all of the Terms and Conditions of this Agreement, as well as all other applicable rules or policies, terms and conditions, or service agreements that are or may be established by Developers INN from time to time and are incorporated herein by reference. You may also elect to purchase additional Services (the “Additional Services”) from Developers INN, our partners and/or other third parties, which may have their own service agreements or other related terms and conditions, and it is your obligation to review, accept and abide by those service agreements or other related terms and conditions, as well as this Agreement.

Developers INN agrees to comply in all material respects with the Payment Card Industry Data Security Standard (“PCI-DSS”) to the extent applicable to Developers INN and to the extent Developers INN is storing, processing, or transmitting any “Cardholder Data” or “Sensitive Authentication Data” (as those defined under the PCI-DSS) in connection with the Services.

 

3. SERVICES

This Agreement applies to all Services, whether purchased or utilized separately or as part of a complete solution or packaged bundle. Your purchase of the Services, continued use of the Services, and/or continued access to the Services constitutes your acceptance of this Agreement. If you purchase Services that are sold together as a “bundled” package (e.g., you purchase a package that includes both a domain name and a website builder or other Services, as opposed to your purchasing such Services separately), termination of any part of the Services will result in the termination of all Developers INN Services provided as part of the bundled package. See Section 4 (Termination) for additional details on this subject. Developers INN further reserves the right to modify the Services, at our sole and absolute discretion, either temporarily or permanently, at any time or from time to time, with or without notice to you. You agree that Developers INN shall not be liable to you or any third party for any such modification of the Services and that your continued use of the modified Services, and/or continued access to the modified Services, constitutes your acceptance of any such modifications.

You acknowledge and agree that some or all of the Services you purchase or receive from us may be provided by one or more vendors, contractors or affiliates selected by Developers INN in its sole and absolute discretion. As a part of your Services, Developers INN may provide you access to third-party functionality or services, including, but not limited to, applications, widgets, Rich Site Summary (“RSS”), other types of news, event and industry feeds, calculators, recommended copy, forms and templates that are incorporated or offered as a part of one or more of the Services (collectively, “Third-Party Functionality”).

You acknowledge and agree that your use of any Third-Party Functionality to which you are provided access as part of any Developers INN Services is in accordance with the terms of any relevant third-party licenses, agreements and/or terms and conditions. Your failure to abide by any such third- party licenses, agreements and/or terms and conditions may result in the immediate termination of your Services provided by Developers INN . You understand and agree that Developers INN does not control such Third-Party Functionality and is therefore not liable to you or any third party for any issues of any kind relating to issues relating to Third- Party Functionality. Developers INN reserves the right, in its sole and absolute discretion, to terminate, suspend, cancel or alter your access to Third-Party Functionality at any time and without notice to you.

 

4. CUSTOMER OBLIGATIONS

4.1 Customer agrees: (i) comply with applicable law and these Terms of Service, (ii) pay the fees for the Services when due, (iii) cooperate with Developers INN’s investigation of service outages and any suspected breach of these Terms of Service, and (iv) ensure your customer account information as it appears in the online control panel is true, accurate, and complete.

4.2 Customer may resell the Services, however, Customer remains responsible for use of the Services by any third party to the same extent as if Customer were using the Services. If Customer installs third party software on the server that is hosted by Developers INN, or Developers INN installs the third party software for or at the request of Customer, Customer agrees to the licensing costs at the time of installation and is responsible for any increase in the third party licensing costs thereafter. Customer is solely responsible for (i) obtaining all required licenses, (ii) complying with all applicable licensing requirements set forth by the software manufacturer, and (iii) acceptance of the software manufacturer’s end user license agreement and/or terms and conditions.  Customer agrees to indemnify, defend, and hold harmless Developers INN from and against any claims based on Customer’s failure to comply with the terms set forth in this section.

4.3 Customer is solely responsible for the security and content of all Customer data stored in Developers INN’s hosted environment and all such data is and at all times shall, remain Customer’s exclusive property (“Customer Data”).

4.4 Customer is solely responsible for: (i) determining the suitability of the Services in light of the type of Customer Data stored by you or your end-user(s); (ii) the use of Developers INN’s hosted environment tool and/or the Services by any of your employees or other user(s) who, either with or without Customer’s authorization, gain access to the hosted environment; and (iii) taking all commercially reasonable steps to mitigate the risks inherent in transmitting Customer Data to and from and while stored on the hosted environment using the Services, including any Customer Data loss or corruption.

4.5 Customer shall encrypt at the application level all data, considered sensitive data, which must be treated as confidential under state or federal law or under Customer’s contractual obligations to others. Sensitive data includes, but is not limited to, Social Security Numbers, financial account numbers, driver’s license numbers, state identification numbers, Protected Health Information (as that term is defined in Title II, Subtitle F of the Health Insurance Portability and Accountability Act, as amended (HIPAA) and regulations promulgated there under) and Nonpublic Personal Information (as that term is defined in Financial Services Modernization Act of 1999 (Gramm-Leach-Bliley) and regulations promulgated there under).

4.6 Customer shall be responsible for maintaining all backups for all Customer Data on servers not covered by Developers INN’s FREE Backup Service. In the event Developers INN provides backup assistance on servers not covered by Backup Services, it is provided, without additional charge, as a courtesy (“Courtesy Support”) to Customer. Developers INN has no liability for any lost or corrupted Customer Data resulting from the provision of Courtesy Support.

4.7 Customer is responsible for selecting and securing the appropriate authentication procedures to allow access to Customer’s account. Customer is not authorized to provide account access, passwords, or passphrases for Developers INN technical support to any third party.

4.8 Customer shall only use or allow the use of the Services in compliance with the terms of this agreement, (Acceptable Use) of these Terms of Service.

4.9 Customer shall promptly notify Developers INN of any data breach or unauthorized access to Developers INN’s network or servers and accounts. Customer will take all commercially reasonable steps to cooperate with Developers INN’s investigation and resolution of the reported breach or unauthorized access.

 

5. ORDERING SERVICES

5.1 For purposes of these Terms of Service an order means (i) the online order that you submit or accept for the Services, (ii) any other written order (either in electronic or paper form) provided to you by Developers INN for acceptance that describes the Services you are purchasing and the price of such Services, signed by Customer, either manually or electronically, and/or, (iii) your use of the Services, (“Order”).

5.2 Customer’s use of the Services is governed by these Terms of Service, which are incorporated by reference in the terms of your Order.

5.3 Customer’s use of the Services includes a representation that the individual placing the Order for Customer has the legal authority to enter into contractual commitments and make purchases for the Customer.

5.4 Developers INN’s obligation to begin providing Services is contingent on Customer’s satisfying Developers INN’s credit approval criteria. Further, Developers INN may, in its sole discretion, accept or reject any Order Customer submits

5.5 Customer warrants and represents that the Order is placed on behalf of a business and not a consumer.

5.6 The provision of the Services described in an Order constitutes Developers INN’s acceptance of the Order.

 

6. HOSTING SERVICES/TECHNICAL SUPPORT/LIMITED WARRANTY

6.1 Developers INN will provide all Services in compliance with the terms of this agreement.

6.2 Developers INN technical support services are provided via ticket system, email and/or LiveChat.

6.3 Developers INN technical support is available only to its Customers.

6,4 Developers INN has no support obligation to any other party.

6.5 Dedicated Server Support: Developers INN provides Basic technical support and maintenance of dedicated servers at the rate specified in Customer’s Order. Additional technical support will be provided, as agreed upon between the parties from time to time.

6.6 Any services that we are not contractually obligated to provide but that we may perform for you at your request and without any additional charge are provided on an AS IS basis.

6.7 Developers INN has no obligation to provide security other than as expressly stated in the agreement or order.

6.8 Some of the Services are designed to help you comply with various regulatory requirements that may be applicable to you. However, you are responsible for understanding the legal and regulatory requirements applicable to you and your use of the Services, and for selecting and using those Services in a manner that complies with your obligations under the Agreement and the applicable legal and regulatory requirements.

6.9 Developers INN personnel may from time to time recommend third party software or other products and services for your consideration and may also make available to you third-party products or services, including third-party applications through deployment or implementation tools. Developers INN makes no representation or warranty whatsoever regarding products and services that are not purchased from Developers INN or produced/manufactured by Developers INN. Your use of any such products and services is governed by the terms of your agreement with the provider of those products and services.