Terms of Service (dev)
This General Terms Agreement (“Agreement“), dated as of the date on the Scope Agreement (“Effective Date“), is by and between RJL Web Marketing, LLC, (“Provider“), and the customer referenced in the Scope Agreement (“Customer“).
WHEREAS, Provider is in the business of providing website hosting (web marketing?) services and related services and facilities; and
WHEREAS, Customer wishes to procure from Provider the Services defined and described herein, and Provider wishes to provide such Services to Customer, each on the terms and conditions set forth in the Scope Agreement and herein;
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
For purposes of this Agreement, the following terms have the following meanings:
“Confidential Information” means, with respect to a party, information that such party treats as confidential or proprietary, including trade secrets, technology, and information pertaining to business operations, strategies, customers, pricing, and marketing, and information that such party is contractually or otherwise legally obligated to treat as confidential. Without limiting the foregoing, Customer’s Confidential Information includes: (a) User Information; (b) Usage Data; and (c) the terms of this Agreement.
“Customer Materials” means, collectively, or individually any of, the Website, Website Content, User Information, and Usage Data.
“End User” means any individual who accesses or uses Website via the internet.
“Intellectual Property Rights” means all or any intellectual property rights in any part of the world, whether registered or unregistered, and including all applications for and renewals or extensions of such rights, including rights comprising or relating to: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, domain names, and similar designations of source, sponsorship, association, or origin, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all similar or equivalent rights and forms of protection.
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
“Losses” mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
“Person” means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, governmental authority, or any other entity.
“Representatives” means a party’s employees, officers, agents, and legal advisors. Customer’s Representatives also includes Customer’s service providers and independent contractors.
“Service Error” means a failure of Hosting Services to perform in accordance with the Scope Agreement.
“Services” means, collectively, all services Provider is required to, or otherwise does, provide under this Agreement.
“Usage Data” means any information regarding access to or use of Website or any of its features or functionality, including information that is collected automatically through cookies or other tracking technology, whether or not such information identifies, or is capable of identifying, a single user, account, device, or organization.
“User Information” means any information that identifies, can identify or confirm the identity of, or is otherwise associated with, a specific individual or device, including information: (a) from which a specific individual or device can be located or contacted; or (b) that identifies a specific individual’s or device’s behavior on the internet, including use of Website or other materials. User Information includes any of the information described in the preceding sentence that is provided by, through, or on behalf of Customer or the identified or identifiable individual, and information collected by or through the use of network or other tracking technology, including personally identifiable Usage Data.
“Website” means Customer’s website described in Website Hosting Terms to be hosted by Provider hereunder so that it is accessible at the URL address included in the Scope Agreement or such other address as Customer may specify from time to time during the Term.
“Website Content” means all audio, visual, audiovisual, and digital content and information provided by or on behalf of Customer or any End Users to be included on, or delivered by or through, Website, including illustrations, graphics, photographic images, music, sound effects, lyrics, narration, text, film, data, video, animation, characters, interface layouts, designs, and downloadable software code, whether or not the same qualify for or are protected by any Intellectual Property Rights.
2. Service Management
2.1 Service Liaisons. Throughout the Term and any Migration Period, each party shall employ a service liaison (each party?) with the necessary qualifications, skill, and organizational authority to serve as such party’s primary point of contact for day-to-day communications, consultation, decision-making, consents, and approvals regarding Services. Each party shall use best efforts to maintain the same service liaison throughout the Term and any Migration Period. If either party’s service liaison ceases to be employed by such party or such party otherwise wishes to replace its service liaison, such party shall promptly name a new service liaison by written (does “written” also include email?) notice to the other party’s service liaison and notices contact.
2.2 Third-Party Facilities and Services. Provider shall perform all Services on its own premises and using (a) servers and equipment that are solely owned, or otherwise controlled, and maintained by Provider and (b) the services of its own employees.
2.3 Cooperation with Customer Service Providers. Provider acknowledges and agrees that Customer may engage third parties to perform services related to Website Digital Marketing (each, a “Customer Service Provider“) and that all rights and licenses granted to Customer hereunder may be exercised by any Customer Service Provider in the performance of services to Customer related to Website Digital Marketing. Provider shall reasonably cooperate with all such Customer Service Providers to the full extent required hereunder as if their functions were being performed by Customer’s employees.