Terms & Conditions

Last Updated: January 29, 2008

In consideration of my (the "Customer" or "Client") interaction with SoftGroup Interactive, Inc. (the "Company"), I hereby agree as follows:

I. Terms

For the purpose of this document the following terms shall have the following meanings:

  1. the term "services" is defined to be any labor performed for or materials used to preform design, development or related works for the client including but not limited to equipment rental, domain names and website hosting;
  2. the term "past due invoices" is defined as any invoice for services that remains unpaid for a period of 30 days or greater from the date of printing;
  3. the terms "we", "us", "our" and "Company" are defined to mean SoftGroup Interactive, Inc.;
  4. the term "delinquent invoice" is defined to mean an invoice or invoices that remain unpaid 90 days after their due date;
  5. the term "Server" is defined to mean the hosting service provided by Company;

II. Financial Agreement

  1. Unless otherwise indicated payment for services rendered is due 30 days after the printing of the invoice for services. All past due invoices will receive a 8% finance charge. We reserve the right to collect on seriously delinquent invoices and to limit client's use of services while client has unpaid and delinquent invoices.
  2. Customer payment of an invoice constitutes acceptance of the services provided by us. All sales are final once paid, refunds or exchanges will not be granted.
  3. Violation of this agreement will result in immediate termination of services without refund.
  4. Disputed charges ("chargebacks") associated with any account may, at our discretion, result in immediate and permanent disablement and may subject client account to additional fees.

III. Termination

  1. This contract may be terminated by either party, without cause, by giving the other party 30 days written notice. We will accept termination by electronic mail. Notwithstanding the above, we may terminate service under this contract at any time, without penalty, if the client fails to comply with the terms of this contract, including non-payment. We reserves the right to charge a reinstatement fee.
  2. Termination of this contract does not waive client responsibility to pay outstanding invoices that have been printed and billed to the client.

IV. Limited Liability

  1. Client expressly agrees that use of our Server is at Client's sole risk. Neither Company, its employees, affiliates, agents, third party information providers, merchants licensers or the like, warrant that our Server service will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the Server service or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Server service, unless otherwise expressly stated in this contract.
  2. Under no circumstances, including negligence, shall Company, its offices, agents or any one else involved in creating, producing or distributing Company's Server service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Server service; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to Company's records, programs or services. Client hereby acknowledges that this paragraph shall apply to all content on Server service.
  3. Notwithstanding the above, Client's exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate amount which Customer paid during the term of this contract and any reasonable legal fee and court costs.

V. Marketing

  1. Company reserves the right to market or otherwise use services rendered to client and products built for client in promotional material.

VI. Lawful Purpose

  1. Customer may only use Company's Server for lawful purpose. Transmission of any material in violation of any Country, Federal, State or Local regulation is prohibited. To this effect, child pornography is strictly prohibited as well as housing any copyrighted information (to which the customer does not hold the copyright) on Company's Server.
  2. Customer agrees to not have any content on their site that advocates, sells or in any way makes available tools or methods to send unsolicited e-mail or usenet postings (spam), or to use Company's Servers for relaying unsolicited e-mail or usenet postings, or to use unsolicited e-mail or usenet postings to advertise for their website. Any complaint we receive about a violation of this or the preceding two points will be taken very seriously and will result in immediate account cancellation without a refund.

VII. Indemnification

  1. Customer agrees that it shall defend, indemnify, save and hold Company harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees, ("Liabilities") asserted against Company, its agents, its customers, servants officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Customer,its agents, employees or assigns. Customer agrees to defend, indemnify and hold harmless Company against Liabilities arising out of any injury to person or property caused by any products sold or otherwise distributed in connection with Company's Server; any material supplied by Customer infringing or allegedly infringing on the proprietary rights of a third party; copyright infringement; any defective product which Customer sold on Company Server.

VIII. Agreement

  1. We reserve the right to make changes to this agreement at any time with or without notice to client. Revisions to this agreement will be made applicable to previous versions of agreement. Revisions will be considered agreed to by client upon continued use of services and/or payment of invoices. If you do not agree to the terms of this agreement contact us immediately. Disagreement does not waive your responsibility for payment of services rendered.
  2. This Agreement and the obligations hereunder shall be governed by and construed and interpreted in accordance with the internal, substantive laws of the state of Ohio, without regard to its principles of conflicts of laws, and I agree and irrevocably consent that any claims or causes of action hereunder shall only have jurisdiction and venue in the state and/or federal courts for Summit County, Ohio.
  3. Each Section and subsection of this Agreement constitutes a separate and distinct provision of this Agreement. I agree that if any provision of this Agreement shall be adjudicated to be invalid, ineffective or unenforceable, the remaining provisions shall not be affected thereby. The invalid, ineffective, or unenforceable provision shall, without further action by the parties, be automatically amended to effect the original purpose and intent of such provision to the fullest extent legally permissible, provided that such amendment shall apply only with respect to the operation of such provision in the particular jurisdiction with respect to which such adjudication is made.
  4. These terms constitute the entire contract and understanding between Client and Company. This agreement and future versions supersede all previous agreements between Client and Company written or verbal unless otherwise specified in writing.