Eznow - Wopop website builder service agreement
The eznow.com Site Builder Service ("Service"), is provided to you ("you" or "Site
Owner") under the terms and conditions of this Terms of Use and any amendments thereto
and any operating rules or policies (collectively “Terms of Use” or “Agreement”).
The eznow.com Site Builder Service Provider ("the Service Provider") shall have
the right to change, modify, add or remove all or part of the Terms of Use at any
time. Site Owner will receive notice of such changes and/or modifications pursuant
to Section 15 hereof regarding notices.
1. By accepting the Terms of Use, Site Owner
(a) represents and warrants that he or she is 18 years old or older; (b) agrees
to provide true, accurate, current and complete information about Site Owner as
prompted by the Account Registration Form; and (c) agrees to maintain and update
this information to keep it true, accurate, current and complete. If any information
provided by Site Owner is untrue, inaccurate, not current or incomplete, the Service
Provider has the right to terminate Site Owner’s account and refuse any and all
current or future use of the Service.
2.By completing the account registration process
and clicking the “I AGREE” link, you agree to be bound by the Terms of Use. Nothing
in the Terms of Use obligates the Service Provider to list, link to, accept or otherwise
host any site anywhere on the services internet servers. If the Terms of Use or
any future changes are unacceptable to you, you may cancel your account pursuant
to Section 8.1 regarding termination of service.
3.The provider of eznow.com Site Builder hosts
interactive websites ("Site") on the World Wide Web and provides Site Owner with
access to its Web Site Building Software ("Software") to facilitate the creation
and maintenance of Site for the sale of goods and display of information.
4. Site Owner's Obligations
4.1Site Owner acknowledges and agrees that
it shall be responsible for all goods and services offered at Site Owner’s Site,
all materials used or displayed at Site Owner’s Site, and all acts or omissions
that occur at Site Owner’s Site or in connection with Site Owner’s account or password.
Certain Sites may be subject to additional requirements.
4.2Site Owner agrees to display in the Site,
Site Owner's contact information, including but not limited to Site Owner's name,
address, telephone number, fax number and e-mail address. Site Owner also agrees
to promptly update such information to keep it true, accurate, current and complete.
4.3Site Owner agrees that any and public announcements
and the subsequent transactions between the Service and Site Owner, including the
method and timing of such announcements, shall be approved in advance by the Service
Provider in writing. The Service Provider reserves the right to withhold approval
of any public announcement in its sole discretion. Any breach of Site Owner's obligation
regarding public announcements shall constitute a material breach of the Agreement.
4.4Site Owner represents and warrants that
it has full power and authority under all relevant laws and regulations:
(a) to offer and sell the goods and/or provide the services offered at the Site,
including but not limited to holding all necessary licenses from all necessary jurisdictions
to engage in the advertising and sale of the goods or provision of services offered
at the Site;
(b) to copy and display the materials used or displayed at the Site; and
(c) to provide for credit card payment and delivery of goods or services as specified
at the Site.
4.5Site Owner represents and warrants that
it will not engage in any activities:
(a) that constitute or encourage a violation of any applicable law or regulation,
including but not limited to the sale of illegal goods or the violation of export
control or obscenity laws;
(b) that defame, impersonate or invade the privacy of any third party or entity;
(c) that infringe the rights of any third party, including but not limited to the
intellectual property, business, contractual, or fiduciary rights of others; and,
(d) that are in any way connected with the transmission of "junk mail" "spam" or
the unsolicited mass distribution of e-mail, or with any unethical marketing practices.
4.6 Site Owner confirms and warrants that
it is the owner of, or is duly authorized by the owner to use, any trademark or
name requested or allocated as its Domain Name. Site Owner further warrants that
neither Site Owner's nor the Service Provider’s use or registration of Site Owner's
Domain Name constitutes infringement of any other entity’s Intellectual Property
Rights.
4.7 Site Owner agrees to be responsible for
maintaining backup copies of its own site contents. The Service Provider will not
be held liable for not maintaining backups of said materials.
4.8 The Service Provider reserves the right
to refuse to host or continue to host any Site which it believes, in its sole discretion:
(a) offers for sale of goods or provision of services, or uses or displays materials,
that are illegal, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate;
(b) has substantially changed its Site from the time it was accepted;
(c) received a significant number of complaints for failing to be reasonably accessible
to customers or timely fulfill customer orders;
(d) has become the subject of a government complaint or investigation; or
(e) has violated or threatens to violate the Terms of Use or the spirit thereof./dt>
4.9 The Service Provider reserves the right
to limit the disk space, pages, and bandwidth used by the Site. The service provided
is a shared service designed to serve the web hosting needs of various kinds and
scales of business.
5 Proprietary Rights
5.1The Service Provider hereby grants Site
Owner a non-exclusive, non-transferable license to use the Software in object code
form only on a server controlled by the Service Provider for the sole purpose of
creating and maintaining Sites on such server. Site Owner is not being granted any
right to copy the Software or to use it on computers other than a server controlled
by the Service Provider. Site Owner may not use Webpages or parts of Webpages generated
by means of the Software, other than content that originates from and is proprietary
to Site Owner, on any server other than the servers controlled by the Service Provider
without the Service Provider's express written consent. Site Owner also acknowledges
and agrees that the Software is intended for access and use by means of web browsing
software, and the Service Provider does not commit to support any particular browsing
platform. The Service Provider reserves the right at any time to revise and modify
the Software, release subsequent versions thereof and to alter features, specifications,
capabilities, functions, and other characteristics of the Software, without notice
to Site Owner. If any revision or modification to the Software materially changes
Site Owner’s ability to conduct business, Site Owner’s sole remedy is to terminate
the Agreement pursuant to Section 8.1 regarding termination of service.
5.2Intellectual Property. Site Owner acknowledges
and agrees that content available from the Service, including but not limited to
text, software, music, sound, logos, trademarks, service marks, photographs, graphics,
or video, is protected by copyright, trademark, patent, or other proprietary rights
and laws, and may not be used in any manner other than as specified in Section 5.1
above.
5.3Site Owner's Property. Site Owner grants
the Service Provider right to maintain Site Owner's content on the Service Provider's
servers and to authorize the end users to download and print such material, or any
portion thereof, for their personal use.
5.4Unauthorized Access. Site Owner shall not
attempt to gain unauthorized access to any servers controlled by the Service Provider.
6 Fees
6.1Site Owner shall pay an annual fee as set
forth in the eznow.com Site Builder fee schedule available at http://www.eznow.com.
All such fees are payable to Wopop International Ltd and shall be charged on the
time when the account registration is completed. The Service Provider may also,
upon giving thirty (30) days prior notice to Site Owner, alter its fee schedules
and the Terms of Use.
6.2All fees paid are non-refundable, in whole
or in part.
7 Term
7.1The term of the Terms of Use shall be one
(1) calendar year commencing on the date the Site Owner opens an account for the
Service. The term shall automatically renew for successive annually at renewal rates
applicable at the time, unless notice of non-renewal is provided in accordance with
Section 7.2 hereof, provided, however, that to qualify for each renewal, Site Owner
must at the time of renewal be in substantial compliance with the Terms of Use.
The Service Provider shall have the right, but no obligation, to review any Site
Owner’s Site for compliance with the Terms of Use as part of the renewal process,
or at any time.
7.2Either party, in its sole and absolute
discretion, may give notice of non renewal with or without cause or reason therefor.
Any notice of non renewal must be given at least thirty (30) days prior to the end
of the current term in effect ad in a manner described in Section 15 regarding notice.
8 Termination
8.1Either party may terminate the Agreement
on thirty (30) days notice if the other party has materially breached or is otherwise
not in compliance with any provision of the Terms of Use, and such breach or noncompliance
is not cured within such thirty (30) day period. The Service Provider reserves the
right to immediately suspend any Site Owner or Site Owner’s customer access to the
Site until such breach or noncompliance is cured.
8.2Notwithstanding the foregoing, the Service
Provider may, but has no duty to, immediately terminate the Agreement and the Service
for any Site Owner and remove the Site Owner’s account from the Service Provider’s
servers if the Service Provider in its sole discretion concludes that Site Owner
is engaged in illegal activities or the sale of illegal or harmful goods or services,
or is engaged in activities or sales that may damage the rights of the Service Provider
or others. Notwithstanding the foregoing, the Service Provider reserves the right
to immediately terminate the Agreement and the Service for any Site Owner at its
sole discretion. Any termination of the Agreement under this Section 8.2 shall take
effect immediately and Site Owner expressly agrees that it shall not have any opportunity
to cure.
8.3Site Owner expressly waives any statutory
or other legal protection in conflict with the provisions of this Section 8.
8.4Upon termination of the Agreement, the
Service Provider reserves the right to delete from its servers any and all information
contained in Site Owner’s account, including but not limited to order processing
information, mailing lists, and any Webpages generated by the Software.
8.5The provisions of Section 5 (Proprietary
Rights), Section 11 (Indemnity), and Section 12 (Disclaimer of Warranties and Liabilities)
of the Agreement shall survive any termination of the Agreement.
8.6Site Owner may cancel its account at any
time within a billing period by using the account cancellation system.
8.7The Service Provider has the right to freeze
the website(s) if the site owner has not made any amendment on the website(s) created
on www.eznow.com for more than 9 months, without prior consent from the site owner.
The Service Provider has the right to delete the website(s) if the site owner has
not made any amendment on the website(s) created on www.eznow.com for more than
12 months, without prior consent from the site owner.
9 Site Owner’s Privacy
9.1The Service Provider maintains information
about Site Owner, including but not limited to Site Owner’s account registration
information, Site Owner's customer order information, sales information, and clickstream
data ("Site Owner Information"). Site Owner agrees that subject to the Privacy Policy
of eznow.com, the Service Provider may use Site Owner Information in aggregate form
for marketing or other promotional purposes.
9.2Site Owner agrees that the Service Provider
may disclose Site Owner Information in good faith believing that such action is
reasonably necessary: (a) to comply with the law; (b) to comply with legal process;
(c) to enforce the Terms of Use; (d) to respond to claims that the Site Owner or
Site is engaged in activities that violate the rights of third parties; or (e) to
protect the rights or interests of the Service Provider or others; provided, however,
that nothing in this section shall impose a contractual duty on the Service Provider
to make any such disclosures.
9.3Site Owner agrees that the Service Provider
may delete customer credit card information from its servers fourteen (14) days
after Site Owner retrieves such information, and may delete all other Site Owner
Information from the Service Provider’s servers at the end of each calendar year.
9.4Site Owner shall receive a password from
the Service Provider to provide access to and use of the Software and the Service.
Site Owner is entirely responsible for any and all activities which occur under
Site Owner’s account and password. Site Owner agrees to keep its password confidential,
to allow no other person or company to use its account, and to notify the Service
Provider promptly if Site Owner has any reason to believe that the security of its
account has been compromised.
9.5Site Owner acknowledges and agrees that
technical processing of Site Owner Information is and may be required: (a) for the
Service to function; (b) to conform to the technical requirements of connecting
networks; (c) to conform to the technical requirements of the Service; or (d) to
conform to other, similar technical requirements. Site Owner also acknowledges and
agrees that the Service Provider may access Site Owner's account and its contents
as necessary to identify or resolve technical problems or respond to complaints
about the Service.
10 Maintenance and Support
10.1Site Owner can obtain assistance with
any technical difficulty that may arise in connection with Site Owner's utilization
of the Software or eznow.com Site Builder by requesting assistance by email to [email protected].
The Service Provider reserves the right to establish limitations on the extent of
such support, and the hours at which it is available.
10.2Site Owner is responsible for obtaining
and maintaining all domain names, telephone, computer hardware and other equipment
needed for its access to and use of the Software and eznow.com Site Builder and
Site Owner shall be responsible for all charges related thereto.
11 Indemnity
11.1Site Owner agrees to indemnify and hold
harmless the Service Provider and the parent companies, subsidiaries, affiliates,
officers, directors, shareholders, employees and agents of the Service Provider,
from any claim or demand, including reasonable attorneys fees, made by any third
party due to or arising out of Site Owner’s conduct, Site Owner’s use of the Service,
the goods or services offered at Site Owner’s Site, any alleged violation of the
Terms of Use, or any alleged violation of any rights of another, including but not
limited to Site Owner’s use of any content, trademarks, service marks, trade names,
copyrighted or patented material, or other intellectual property used in connection
with Site Owner’s Site. The Service Provider reserves the right, at its own expense,
to assume the exclusive defense and control of any matter otherwise subject to indemnification
by Site Owner, but doing so shall not excuse Site Owner’s indemnity obligations.
12 Disclaimer or Warranties and Liabilities
12.1 The Service and Software are provided
on an “as is” and “as available” basis without warranties of any kind, either express
or implied, on the Service Provider’s part including but not limited to warranties
of the Site’s ability, fitness for a particular purpose or non-infringement. Neither
the Agreement nor any documentation furnished thereunder is intended to express
or imply any warranty that the Service will be uninterrupted, timely or error free
or that the Software will provide uninterrupted, timely or error free service. The
Security Mechanism incorporated in the Software has inherent limitations and Site
Owner must determine that the Software adequately meets its requirements. Site Owner
acknowledges and agrees that any material and/or data download or otherwise obtained
through the use of the Service is done at its own discretion and risk and that Site
Owner will be solely responsible for any damages to its computer system or loss
of data that results from the download of such material and/or data. The Service
Provider, and its parent companies, subsidiaries, affiliates, officers, directors,
shareholders, employees and agents, shall not be liable, under any circumstances
whatsoever, for any loss of business, profits or goodwill, loss of use or data,
interruption of business , or for any indirect, special, incidental or consequential
damages of any character, even if the Service Provider is aware of the risk of such
damages, that result in any way from Site Owner’s use or inability to use the Service
or the Software, or that result from errors, defects, omissions, delays in operation
or transmission, or any other failure of performance of the Software or the eznow.com
Site Builder. The Service Provider’s liability to Site Owner shall not, for any
reason exceed the aggregate payments actually made by Site Owner to the Service
Provider over the course of the existing term.
13 No resale or assignment of the Service
13.1Site Owner agrees not to resell or assign
or otherwise transfer its rights or obligations under the Agreement without the
express written authorization of the Service Provider.
14. Force Majeure
14.114.1 Neither party shall be liable to
the other for any delay or failure in performance under the Agreement resulting
directly or indirectly from acts of nature or causes beyond its reasonable control.
15. Notices
15.1 Any notices or communications under the
Agreement shall be by electronic mail or in writing and shall be deemed delivered
upon receipt to the party to whom such communication is directed, at the addresses
specified below. If to the Service Provider, such notices shall be addressed to
[email protected] or Unit 3110, Level 31, Tower one, Kowloon Commerce Centre,
No. 51 Kwai Cheong Road, Kwai Chung, NT. Hong Kong.
If to Site Owner, such notices shall be addressed to the electronic or
postal address specified when Site Owner opens an account with the eznow.com Site
Builder, or such other address as either party may give the other by notice as provided
above.
16. Entire Agreement
16.1 The Terms of Use constitutes the entire
agreement between the parties with respect to the subject matter hereof and supersedes
all previous proposals, both oral and written, negotiations, representations, writings
and all other communications between the parties.
17. General
17.1The Agreement and the relationship between
Site Owner and the Service Provider shall be governed by the laws of Hong Kong SAR
without regard to its conflict of law provisions. Site Owner and the Service Provider
agree to submit to the personal and exclusive jurisdiction of the Court of Hong
Kong SAR.
17.2 The Service Provider's failure to exercise
or enforce any right or provision of the Agreement shall not constitute a waiver
of such right or provision. If any provision of the Agreement is found by a court
of competent jurisdiction to be invalid, the parties nevertheless agree that the
court should endeavor to give effect to the parties intentions as reflected in the
provision, and agree that the other provisions of the Agreement remain in full force
and effect.
17.3Site Owner agrees that regardless of any
statute or law to the contrary, any claim or cause of action arising out of or related
to use of the Service or the Agreement must be filed within one (1) year after such
claim or cause of action arose, or be forever barred.
17.4The section headings in the Terms of Use
are for convenience only and have no legal or contractual effect.