Installation and Service Agreement
This IdeaOverTen, LLC Installation and Service Agreement is subject to the following Terms and Conditions:
1. Software as used here is defined as any web site or shopping cart or any of the web tools or other products or services developed, installed or maintained by IdeaOverTen.
2. WebCreatorPlus® shopping cart and/or Content Management Software (website publishing software) is proprietary software developed by IdeaOverTen, LLC and
is the sole owner of WebCreatorPlus® shopping cart and/or Content Management Software (website publishing software). Client who purchases a licensed copy of WebCreatorPlus®
will receive a copy of their code and a site code licence. Site licence entitles client to ownership and use of their copy of the code. Licence is transferable in connection with the transfer
of Client’s business. WebCreatorPlus® shopping cart and/or Content Management Software (website publishing software) is covered under intellectual property law, any duplication,
selling or distribution of the code is strickly prohitted. Hosted-only clients are not entitled to a site license. Hosted-only client's ownership is restricted to site content the Client
has provided.
3. The Purchaser (End User) will not use the Software in any way that violates any international, federal, state or local laws, including without limitation, laws dealing with copyrights,
indecent material, misrepresentation or other illegal or improper purposes. End User shall not use the Software for sending unsolicited eMail messages or advertising (Spam).
4. In the event Purchaser is in violation of the terms of this IdeaOverTen Installation Agreement, this Agreement may be terminated at the option of IdeaOverTenexcept that
IdeaOverTen shall have the right to collect any unpaid fees pursuant to this IdeaOverTen Installation Agreement. Upon notice to the Purchaser, Purchaser shall makearrangements
to have its data removed from IdeaOverTen’s servers and thereafter IdeaOverTen shall have no further responsibility to maintain Purchaser’s data.
5. Purchaser agrees to indemnify and hold IdeaOverTen harmless against, and in respect of, any and all claims, losses, expenses, costs, obligations, and liabilities IdeaOverTen
may incur by reason of Purchaser’s failure to perform any of its commitments or covenants set forth in this IdeaOverTen Installation Agreement. If a party brings forth suit to enforce
this indemnification provision, the indemnifying party shall be liable for all costs and expenses, including fees of attorneys incurred in prosecuting such action (or any appeal thereto),
and such costs and expenses shall be included in any judgment that may be rendered.
6. Except as set forth herein, neither IdeaOverTen nor their authorized agents shall be liable for consequential, incidental, special, indirect, direct or other damages,including
without limitation, loss of revenues or profit, lost or damaged data or loss of Purchaser’s data or down time, as a result of the use of the software or other services or equipment of
IdeaOverTen. If the software is proven to be defective or it is proven that IdeaOverTen is negligent in maintaining the software, no damages or liabilities will be incurred against
IdeaOverTen nor their authorized agents.
7. This Agreement shall be governed by, interpreted and construed in all respects in accordance with and under the laws of the State of Pennsylvania. The parties hereto agree that,
with respect to any claim arising out of this Agreement, such claims shall be submitted for dispute resolution in Allentown, Pennsylvania. In the event of a dispute under this Agreement,
the parties agree that any dispute shall be resolved by arbitration according to the rules of the American Arbitration Association. The arbitration hearing shall be held in Allentown,
Pennsylvania. One arbitrator shall be appointed, who shall be an attorney with at least 15 years experience with offices in Allentown, Pennsylvania.
8. Purchaser’s right to use software shall be nontransferable. This Installation Agreement contains the entire agreement between the parties and supersedes any prior oral or written
agreement between the parties. The persons who have executed this Installation Agreement represent and warrant that they are authorized to sign in their individual and/or representative
capacity as indicated.
9. All web site or shopping cart content is the responsibility of the Client/Purchaser. Any error(s) or omission(s) in provided content is the responsibity of Client/Purchaser. Resulting
changes to original content due to errors or omissions in Client/Purchaser provided materials will be billed at prevailing Rent-A-Pro rates.
10. Client/Purchaser delays in providing IdeaOverTen any web site or shopping cart content will result in project completion delays and are not the responsibility of IdeaOverTen.
Any project delay caused by Client/Purchaser will subject the project to be placed in que for the next available time slot for completion at the discretion of IdeaOverTen.
11. Interest shall accrue monthly and the ANNUAL PERCENTAGE RATE OF 18 PERCENT PER ANNUM on all amounts that are not paid when due. Purchaser agrees to pay all court costs,
collection costs, and attorney fees incurred in collecting amounts due pursuant to this Installation Agreement.
12. FREE Domain Name only applies if the Domain Name is purchased by IdeaOverTen for Client at the time of software purchase. To qualitfy for FREE Domain Name offer of currently
owned domain name, Purchaser must transfer their domain name to the IdeaOverTen registration service. Purchaser will be responsible to pay all charges for the transfer of their current
domain name to the IdeaOverTen registration service following execution of this Installation Agreement. Purchaser, not IdeaOverTen,will own the Domain Name. IdeaOverTen will be
responsible for annual renewals as long as the Purchaser hosts their web site and/or eCommerce site with IdeaOverTen and remains in good standing and paid to date. Client is
responsible for notifying IdeaOverTen of renewal date. Client may elect to renew their own domain name through the IdeaOverTen registration service in which case IdeaOverTen will
deduct the annual renewal fee from their monthly hosting fee. This offer is ONLY for annual renewals. IdeaOverTen is not responsbile for longer term Domain Name purchases or renewals.
Long term domain name purchases and renewals are available but must be paid by Purchaser.
13. If Purchaser elects to establish a merchant account, Purchaser authorizes merchant account provider or its agents to obtain any needed credit information from any major credit
reporting agency. If an application is signed, the Purchaser will abide by the terms and conditions of the merchant agreement.
14. Purchaser is aware of the monthly hosting fees stated in this Agreement and authorizes IdeaOverTen or any vendors of IdeaOverTen to deduct these fees directly from the Purchaser’s
checking account or to charge Purchaser’s valid credit card.
15. Automatic Drafting Account: Per this Agreement, Purchaser has agreed that IdeaOverTen or any vendors of IdeaOverTen shall directly debit Purchaser’s business checkingaccount
and/or credit card for contractual services, hosting fees and other charges.
16. Merchant Account and Gateway fees are not included in the hosting fee. Merchant Account Bank and Gateway Provider shall debit any appropriate fees directly from Purchaser’s
business checking account and/or credit card as provided in separate Merchant Service Provider Agreement. Only USAePay gateway clients will be billed for the gateway portion of their
merchant services directly by IdeaOverTen.
17. This Agreement shall be renewed automatically on a month-to-month basis provided the Purchaser is current on all monthly hosting fees due to IdeaOverTenand all of its subsidiary
companies.
18. Customer Service / Technical Support will begin within 24 hours of the execution of this Purchase Agreement.
19. This Agreement can be terminated by Purchaser or IdeaOverTen, in writing upon 30 days prior written notice of the renewal date. This contract can be immediately terminated by
either party in the event that the other party ceases conducting business in the normal course, is insolvent, files a petition in bankruptcy or becomes subject to any proceeding for the
protection of the rights of its creditors. This will not effect the agreement, nor shall any portion of the initial payments be returned.
20. NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ARE MADE AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO
THIS AGREEMENT, UNLESS SPECIFICALLY SET FORTH HEREIN.
21. Payments and Fees: Checks and ACH Drafts returned for any reason are subject to a $25.00 returned item charge. Credit cards that are declined for any reason are subject to
a $10.00 declination fee. Service will be interrupted on accounts that reach 10 days past due. Service interrupted for nonpayment is subject to a $200 reconnect charge. Accounts not
paid by due date are subject to a $15.00 late fee. Accounts that are not collectable by IdeaOverTen may be turned over to an outside collection agency for collection. If your account is
turned over for collection, you agree to pay the company a Processing and Collection Fee of not less than $50 nor more than $250. If you desire to cancel your account, please follow the
proper procedure to do this as outlined in this TOS. ACH Drafts only available to U.S. Customers.
22. HOSTING AND INTERNETMARKETING SERVICES CAN BE CANCELLED BY PROVIDING A 30-DAY WRITTEN NOTICE OF INTENT MAILED OR EMAILED TO IDEAOVERTEN.
One final recurring payment representing a take down or removal fee will be charged. The Client is entitled to a copy of their website and/or database and any final search engine
marketing reports, as applicable to the Client's account.
IdeaOverTen
