WEBSITE LEASE SERVICES
In addition to the terms and conditions and other applicable Sections in the Agreement, the following additional terms and conditions shall apply to purchases of Website Lease Services.
1.Description of Website Lease Services.
A. Local Touch Media Ltd. will build a Website (hereinafter referred to as the “Website”) for the Customer (“you” and/or the “Customer”) as identified and descried in the related sign-up or order process and further based upon direction and input provided to us by you. The services referenced in this Section may be collectively referred to as the “Website Lease Services”. Subject to the terms and conditions of this Agreement (which includes this and all other applicable Sections) and during the term of this Agreement, Local Touch Media Ltd. agrees to provide to you the Website Lease Services described on the LocalTouchMedia.ca Website and purchased by you during the sign-up or order process. Local Touch Media Ltd. reserves the right to amend its Website Lease Services offerings and to add, delete, suspend or modify the terms and conditions of such Website Lease Services, at any time and from time to time, and to determine whether and when any such changes apply to both existing and future customers. In the event Local Touch Media Ltd. refers you to a partner or affiliate and you engage such partner or affiliate to directly provide website design or logo design services to you, you understand and agree that Local Touch Media Ltd. is in no manner responsible for the services provided by that partner or affiliate and that the terms and conditions of that partner or affiliate will apply to the provision of those services provided by the partner or affiliate.
B. Customer hereby grants to Local Touch Media Ltd. and its vendors and subcontractors all necessary rights and licenses with respect to the Customer’s Website or logo created by Local Touch Media Ltd. in order to carry out its obligations under this Agreement and to make a reasonable number of archival or back-up copies as deemed necessary by Local Touch Media Ltd. Local Touch Media Ltd. is not responsible for archiving documents, graphic work, physical goods or web pages created for client or documents, graphic work, physical goods or files which are mailed, email or faxed to Local Touch Media Ltd. Local Touch Media Ltd. is not responsible for returning any files, documents or physical goods emailed, faxed or mailed to us.
C. For the Website Lease Service, a Customer can request that Local Touch Media Ltd. assist them with the design of a website using Local Touch Media Ltd’s Website building tools as selected by Local Touch Media Ltd. at Local Touch Media Ltd’s discretion. Such tools may also include or utilize third party applications. Certain Website building tools we use for the Custom Website Service may utilize the WordPress® software application and default templates which are subject to terms and conditions of the GNU General Public License which can be found at http://www.gnu.org/licenses/old-licenses/gpl-2.0.html. Additionally, we may use open source plug-ins to accomplish functionality requests with WordPress. We cannot guarantee these plug-ins will be supported in all browsers or that they will continue to function if you update the WordPress version without our assistance. Additionally, services may also include additional internet marketing services as outlined in advance in writing by Local Touch Media Ltd. and as further governed by this Agreement.
D. As part of the Website Lease Services, your design may be dictated by an Order Form and/or Statement of Work (the “SOW”). This level of service is an offering whereby a Customer can request that Local Touch Media Ltd. design and create a Website for them using sophisticated graphics, advanced layouts and other features. You will receive a custom website designed and developed by Local Touch Media Ltd. Although Local Touch Media Ltd. will custom design your website, your website may contain some features and design elements used in other Websites designed by Local Touch Media Ltd.. If your design falls into this group, in addition to the terms and conditions set forth in this Agreement and this Section, you shall be bound by the terms of the SOW which shall be prepared by Local Touch Media Ltd. and mutually agreed to by Customer and Local Touch Media Ltd. The SOW may contain, but may not be limited to, a list or description of the services our designers will provide you as part of the Custom Website Services, a list of technical, graphic or other special features that will be incorporated into your website, applicable fees and payment schedule, and a description of any applicable cancellation fee or policy. This SOW shall become a part of this Agreement and shall be subject to all terms and conditions of the Agreement.
2. Your Obligations.
In order for Local Touch Media Ltd. to perform the Website Lease Services in accordance with this Agreement, you shall be responsible for doing the following:
A. Providing Local Touch Media Ltd. with all information requested by Local Touch Media Ltd. as well as any custom images (including, but not limited to, design, pamphlets, brochures, logos, and other images) that you wish to use in connection with development of your Website;
B. Contacting Local Touch Media Ltd. promptly to make changes, modifications, and enhancements to your Website starting from the Website Lease Services start date;
C. Contacting Local Touch Media Ltd. promptly with notice of your decision to cancel or discontinue the Website Lease Services starting from the Website Lease Services start date;
D. Obtaining Internet connectivity to access your website, to send and receive email, and to otherwise access and utilize the Internet;
E. To the extent that you gather any personal information about visitors to your Website, you will not share that personal information with any third party without first obtaining the visitor’s consent;
F. Ensuring that the Website content provided by you does not infringe or violate the Intellectual Property rights (including, but not limited to, trademarks, trade names, copyrights, patents, domain registration rights, and trade secrets) or any other right of any third party (including, but not limited to, rights of privacy and contractual rights), and acquiring any authorization(s) necessary to use intellectual property or other proprietary information of third parties. By using the Website Lease Services, you represent and warrant that any name or word submitted to be used as all or part of the URL associated with your Website does not infringe any trademark or domain name rights of any third party;
G. Ensuring the accuracy of materials provided to Local Touch Media Ltd., including, without limitation, website content, descriptive claims, warranties, guarantees, nature of business, and contact information for you;
H. Responding promptly to various requests necessary for the project to move forward in a timely manner. During any stage of the design process, a designer or project manager will be working with you to gather information to start, feedback to revise, or approval to complete your website. If a response is not received from you for more than sixty (60) days, the design project is considered “abandoned” and payment is surrendered in full. Local Touch Media Ltd. reserves the right to charge you a fee for repeated missed consultations, repeated rescheduling of consultations related to any website design work, and/or the reinstatement of your website design to an active status if no response has been received from you for 30 days; and
I. Following the timeline of activities provided to you by Local Touch Media Ltd., if any.
3. Information and Content You Provide.
If you provide any information that is untrue, inaccurate, incomplete or not current, or we have reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or not current, Local Touch Media Ltd. has the right to suspend or terminate your account and refuse any and all current or future use of the Website Lease Services (or any portion thereof). You acknowledge that Local Touch Media Ltd. does not pre-screen Content, images and inventory. However, Local Touch Media Ltd. and its designates shall have the right to remove any Content that violates the Local Touch Media Ltd. Acceptable Use Policy (“AUP”). You agree that you must evaluate, and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Local Touch Media Ltd. or submitted to Local Touch Media Ltd.
4. Non-Interference By You.
Customer will use the Website Lease Services in a manner which does not interfere with or disrupt other network users, services, or equipment, and Local Touch Media Ltd. reserves the right to terminate or suspend the Website Lease Services without notice if such interference is determined by Local Touch Media Ltd. to exist. Such interference or disruption includes, but is not limited to:
A. Wide-scale distribution of messages, including bulk email or unsolicited spam email, or widescale distribution of messages to inappropriate mailing lists, newsgroups, or other public or private forums;
B. Propagation of computer worms or viruses; and
C. Use of the network to make unauthorized entry to other computational, information, or communications devices or resources. This includes unauthorized security probing activities or other attempts to evaluate the security integrity of a network or host system without permission.
5. Unauthorized or Inappropriate Use.
A. Local Touch Media Ltd. reserves the right to deny, terminate, or suspend Website Lease Services without notice if, in Local Touch Media Ltd’s sole discretion, the Website Lease Services are used by Customer in a manner that violates or may violate the following standards or the AUP, and Local Touch Media Ltd. reserves the right to reject, alter, modify, or remove your website, website domain name, URL address, or any website content (including, but not limited to, any language, words, text, photographs, designs, drawings, graphics, images, symbols, or logos) which Local Touch Media Ltd. in its sole discretion deems to be in violation of the AUP or
(i) an infringement on or a mechanism designed to facilitate the infringement of a propriety interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret, or patent right, or
(ii) stating or implying that the Website is placed by Local Touch Media Ltd. or any party with a contractual relationship with Local Touch Media Ltd., or that such parties endorse the your products or services, or
(iii) pornographic or obscene.
B. Local Touch Media Ltd. neither sanctions nor permits hosted site content or the transmission of data that contains illegal or obscene material or fosters or promotes illegal activity. Local Touch Media Ltd. reserves the right to immediately suspend or terminate any site or transmission that violates this policy, without prior notice. In the event of such termination, Customer agrees that the unused portion of any fees Customer may have paid for any services rendered to Customer by Local Touch Media Ltd. are an appropriate recompense to Local Touch Media Ltd. for the time required to respond to and address issues created by your illegal or obscene site/content, and Customer agrees not to seek recovery of those fees. Further, should Customer violate this Agreement or the AUP, Local Touch Media Ltd. will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about Customer, your website, the illegal or obscene content, and those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
6. Additional Indemnification Obligations.
In addition to your indemnification obligations set forth elsewhere in this Agreement, you agree to defend, indemnify, and hold harmless Local Touch Media Ltd. and each of its officers, directors, employees, agents, affiliates, co-branders or other partners, and employees of any of the foregoing, from, against, and in respect of:
(i) any and all losses, damages or deficiencies resulting from any third party claim in connection with your website (including, but not limited to, website content) or the URL, and
(ii) all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, or judgments in respect thereof regardless of the merit thereof, including reasonable legal fees and expenses (whether incident to the foregoing or to Local Touch Media Ltd’s enforcement of said rights or defense and indemnity).
7. Ownership of Your Content.
A. As between Customer and Local Touch Media Ltd., all Content provided by Customer to Local Touch Media Ltd. for inclusion to the Website shall remain the sole and exclusive property of Customer. Customer acknowledges that all Content is owned by Customer or that Customer has a legal right to such Content and that such Content and the use thereof does not violate the Local Touch Media Ltd. Acceptable Use Policy in any way. Customer is responsible for any and all claims related to the Content. When a customer cancels the Website Lease Services Agreement, Customer shall be granted rights to the domain name Customer selects for use with the Website (the “Domain Name”) 365 days after the cancellation of services, however Local Touch Media Ltd. makes no representations whatsoever with respect to the rights to any Domain Name that Customer owns and provides for use with the Services. Local Touch Media Ltd. can also not guarantee availability of any desired Domain Name. Customer will further be responsible for all claims related to your use of the Domain Name.
B. With the exception of your interests with respect to your Content and rights to the Domain Name as identified in the previous paragraph, ownership interest to the Website, including, but not limited to the HTML coding, scripting, copyrights, and all other intellectual property rights, shall remain exclusively with Local Touch Media Ltd. and Local Touch Media Ltd. grants you a non-exclusive, revocable license to use these design elements and related applications provided you are current with respect to the service fees and not otherwise in breach of the Agreement. Local Touch Media Ltd. shall also have the right to display your Website on its online properties as an example of the design work Local Touch Media Ltd. is able to provide for its customers.
C. Upon termination of the Services, should Customer desire to obtain ownership rights to the Website, Customer must obtain express written permission from Local Touch Media Ltd. and Customer shall further remit a fee to Local Touch Media Ltd. for the assignment of these rights to the Website. Provided Customer is not in default of the Agreement and Customer is also current with respect to payments owed to Local Touch Media Ltd., the fee to be remitted for this assignment will be One Thousand Five Hundred Dollars Canadian Funds($1,500.00CAD). This assignment to Customer of ownership rights to the Website shall be limited to the actual portions of the Website visible on the Internet and its underlying HTML coding as developed specifically for Customer by Local Touch Media Ltd., and shall be sent to Customer via zipped file within thirty (30) days of remitting payment, but this assignment shall not include any rights to Local Touch Media Ltd.’s software, databases, trade secrets, methodologies, processes, proprietary functions, know-how, and all intellectual property including, but not limited to, all copyrights, trademarks, patents, and trade secrets related to Local Touch Media Ltd.’s products or services, which shall remain the sole and exclusive property of Local Touch Media Ltd. and its respective suppliers, affiliates, partners, and/or licensors. For all images that are part of the Website and assigned to Customer hereunder, Customer is granted permission to only use those images in the manner in which it is provided to Customer by Local Touch Media Ltd. (i.e. embedded in the Website) and no other use of the images is permitted whatsoever. Moreover, upon assignment Local Touch Media Ltd. does not warrant the portability or functionality of the Website in any way to or on any platform, hosting or otherwise, that is not provided by Local Touch Media Ltd. Following the termination of the Services, provided such termination occurs after the initial thirty (30) days following the launch of the Website (i.e. 30 days after the Website goes live), and provided Customer is not otherwise in breach of the Agreement, Customer will retain their rights to the Domain Name as described in 7(a) above . If Customer cancels their Services within the first thirty (30) days following the launch of the Website, Customer acknowledges and agrees that Local Touch Media Ltd. and/or an entity designated by Local Touch Media Ltd. will retain rights to the Domain Name, unless Customer had provided the Domain Name themselves for use with the Services. Furthermore, in any instance where Customer retains rights to the Domain Name following termination of the Services, Customer will be responsible for all fees, costs and claims related thereto, whereby the registration of Domain Name, and any ancillary Domain Name related services (such as private registration) must be renewed prior to expiration at the then-current rates to prevent such services from expiring.
8. Fees and Payment Terms.
Fees for the Website Lease Services selected by you will be on a prepaid basis, due and payable at point of sale (meaning at the beginning of the project) and then on a recurring basis, in advance of each billing cycle, throughout the Term of the Agreement, unless another fee or payment structure is mutually agreed to by you and Local Touch Media Ltd. in writing, namely, the Statement of Work or via other method such as an order confirmation or welcome email. You also agree to follow the timeline set forth by Local Touch Media Ltd. in the SOW, if applicable. You further agree that in the event you terminate your subscription to the Website Lease Services prior to the completion of your Website Lease Services you may be subject to a cancellation fee. If your Website Lease Services have been completed and been delivered to you, you will not receive a refund of any fees paid and, in the event we have permitted you to pay on a monthly (or other payment-over-time) basis, you will be obligated to pay us for the balance of your term. The purchase and completion of any Website Lease Services requires receipt of written content and images by you (“Content”). If insufficient Content is received we will complete your Website Lease Services with placeholder content and deliver the Website Lease Services to you within the guidelines of our timeline. At this time you will no longer be eligible for a refund. Content submitted after timeline can be added at an hourly rate determined by Local Touch Media Ltd. If you purchase any Website Lease Services and Local Touch Media Ltd. has waived your initial design or set up fee or offered you a discounted set up or design fee, Local Touch Media Ltd. shall have the right to charge you, and you agree to permit Local Touch Media Ltd. to charge you, up to Two Hundred and Fifty Dollars ($250.00), should you choose to cancel the Website Lease Services within sixty (60) days from the date of purchase and after work on your Website Lease Services has started. If within sixty (60) days of purchase you choose to cancel your Website Lease Services you will be subject to a cancellation fee. Responses from you will be necessary for the project to move forward in a timely manner. In these situations, if a response is not received for more than sixty (60) days, the project is considered “abandoned” and you will be obligated to pay us for the balance of your term. In addition, if you request to remove your designed Content from our website builder platform, you agree to pay Twenty-Five Canadian Dollars ($25.00CAD) per page. Finally, Local Touch Media Ltd. reserves the right to charge you a fee for repeated missed consultations related to any Custom Website Services work. Payment for the purchase of additional design time after the Website Lease Services have been completed (“Modification Time”) will be on a pre-paid, hourly basis, due and payable at the beginning of each modification (and each month thereafter if purchasing additional Modification Time). Some Modification Time may be included in your Service, as stipulated in the sign-up or order process. Once any such Modification Time is exhausted during the current month or other billing period, additional Modification Time will need to be purchased for an additional fee. Any unused Modification Time, paid or included, shall not “roll-over” and be used in a subsequent month.
9. Suspension and/or Termination.
If you breach any term of this Agreement including, but not limited to, the terms of this Schedule or the AUP, Local Touch Media Ltd. may, in its sole and exclusive discretion, suspend or terminate your Website Lease Services immediately and without notice to you. In addition to your obligation to pay any set up and applicable fees for the Website Lease Services, fees for the Website Lease Services may continue to accrue on suspended accounts and you will continue to remain responsible for the payment of any fees for Website Lease Services that accrue during the period of suspension.
Refunds are not available for Website Lease Services once you have approved your design composition and/or selected your design template. In any event, after one (1) month from the initial date of purchase, no refunds will be provided.
11. Modifications and Quotes.
The prices and modifications agreed to in any SOW are unique to you. Any SOW prepared for you is valid for thirty (30) days from the date it is provided to you and will become void thereafter. If any change or alteration is made to the SOW, Local Touch Media Ltd. may issue to you a revised SOW and may require you to purchase additional Website Lease Services, which may be billed to you at an hourly rate.