ALL SERVICES/PRODUCTS USED CLIENT/END USER AND PROPOSAL/QUOTATION/ESTIMATE SIGNED/ACCEPTED BY THE CLIENT ARE SUBJECT TO THE TERMS AND CONDITIONS BELOW.
Agreement between DESIGNER and business or individual identified on this agreement.
The client/individual listed below is subject to the following terms and conditions.
The following agreement (“Agreement”) contains the complete terms and conditions that will apply between you (“Customer”) and OrNsoft Corporation. (“ORNSOFT”), a business office and address at 10800 Biscayne Blvd. #988, Miami, Florida 33161 USA, if all of the following conditions are met: (1) you read and agree to the terms and conditions of the Agreement and indicate your acceptance of the terms and conditions of the Agreement by clicking “I Agree” at the Order Page; (2) you fully and correctly submit all information requested of you in the following Order Form; and (3) you submit proper payment pursuant to Section 3, of this Agreement. This Agreement shall become effective on the date (the “Effective Date”) that payment is received and accepted by ORNSOFT.
ORNSOFT IS WILLING TO PROVIDE DESIGN, DEVELOPMENT SERVICES, CONSULTING SERVICES, SOFTWARE LICENSES, MANAGED SOFTWARE HOSTING SERVICE AND HOSTING SERVICES TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT.
PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS HEREIN, ORNSOFT IS UNWILLING TO PROVIDE SERVICES TO YOU AND YOU SHOULD NOT SIGN ANY OFFER, SIGNING AN ESTIMATE IMPLYS THAT YOU DID READ AND UNDERSTAND THOSE TERMS AND YOU FULLY ACCEPT THOSE TERMS.
WHEREAS, ORNSOFT has developed, owns and markets proprietary, Internet-based website builder
managed software solution – Online shop software solutions, online catalog software solution, other web
related managed software services and offers web site hosting services on the Internet; and WHEREAS
Customer wishes to make use of the Web solutions and retain the web site hosting services of
ORNSOFT;
WHEREAS Customer wishes to purchase the web design and development services of ORNSOFT; NOW
THEREFORE, in consideration of the premises and the mutual covenants and agreements herein
contained, ORNSOFT and Customer agree as follows:
1. DEFINITIONS
A. “Customer’s Content” means any computer programs, designs, data, video or audio materials,
graphics or other materials and all material developed, purchased, or otherwise acquired by Customer
that is published, made available or otherwise used in conjunction with Customer’s Web Site and all other
materials provided by Customer to OrNsoft . Customer’s Content includes, but is not limited to, end user
data collected by Customer, and information regarding merchandise or services sold by Customer
through its Web Site.
B. “Hosting Services” means the services described in Section 2.A of this Agreement.
C. “Software” means the ORNSOFT Website software – WEBSITE SOLUTION, ONLINE SHOP
SOLUTION, ONLINE CATALOG SOLUTION, current release version, including any updates provided by
ORNSOFT, and ORNSOFT’s proprietary technology and source code.
D. “ORNSOFT’s Content” means any and all material developed by ORNSOFT and made available for
use by Customer, including any designing of Customer’s Web Site, and templates prepared by
ORNSOFT for use by Customer.
E. “Web Site” means Customer’s Internet presence, identified by the domain name provided by
Customer.
F. “Deliverables” means any work designed, created, and/or produced by ORNSOFT in connection with
this Agreement and as further set forth in the Statement of Work.
TERMS ET CONDITIONS
G. “Statement of Work” means the information provided by Customer to ORNSOFT in responses to the
Design Preferences Form.
H. “Development Services” means the services described in Section 2 of this Agreement.
I. “Custom Work Product” means all designs, discoveries, inventions, products, computer programs,
procedures, improvements, developments, drawings, notes, documents, information, and materials made,
conceived, or developed by ORNSOFT after the Effective Date on behalf of Customer in furtherance of
the Web Site or other Services provided to Customer under the terms of this Agreement, and paid for by
Customer. Custom Work Product does not include any preexisting software owned by ORNSOFT, or any
Customer Content or any third party software products incorporated into the Custom Work Product.
J. “Generic Modules” means discrete computer program subroutines that are not specific to the functions
of the Custom Work Product but are useful generally in ORNSOFT’s business and that are designated as
“Generic Modules” in writing signed by both parties.
K. “ORNSOFT Technology” means any and all existing software, technology, know how, algorithms,
procedures, techniques, and solutions associated with the use, design, development, testing, and
distribution of the Custom Work Product and improvements to such existing software and related
technology, which technology is owned by ORNSOFT or its suppliers and used by ORNSOFT in the
development effort hereunder.
L. “Intellectual Property” means intellectual property or proprietary rights, including but not limited to
copyright rights, moral rights, patent rights (including patent applications and disclosures), rights of
priority, mask work rights, and trade secret rights, recognized in any country or jurisdiction in the world.
2. SOFTWARE AND HOSTING SERVICES
A. Hosting Services. ORNSOFT shall provide storage for the Software, and content of Customer’s Web
Site and make it available for end-users to access;
B. Service Levels. ORNSOFT shall provide the Hosting Services in substantial compliance with the
hosting functionality service levels set forth in the SLA.
C. Service Level Warranty.ORNSOFT guarantees that the network will be available 99% of the time in a
given month. This service level warranty shall not apply to performance issues: (1) to the extent caused
by factors outside of ORNSOFT’s reasonable control; (2) that resulted from any actions or inactions of
Customer or any third parties not affiliated with ORNSOFT; (3) that resulted from Customer’s equipment
and/or third party equipment; (4) that resulted from software related issues; or (5) that are scheduled by
ORNSOFT for purposes of maintaining or updating the Web Site or the Software. Upon experiencing
downtime, ORNSOFT will refund a customer 0% of the monthly fee for each 30 minutes of downtime (up
to and not to exceed 10% of customer’s monthly fee). Network downtime exists when a particular
customer is unable to transmit and receive data and ORNSOFT records such failure in the ORNSOFT
trouble ticket system. Network downtime is measured from the time the trouble ticket is opened by the
customer to the time the server is once again able to transmit and receive data. If Customer fails to
comply with this requirement, Customer forfeits its right to a receive service credit.
3. WEB SITE DEVELOPMENT SERVICES
A. Development Services. ORNSOFT agrees to provide web site development, and related services that
substantially comply with the Statement of Work.
B. Testing. ORNSOFT will provide Customer with a link to the Deliverables. Customer shall have 7 days
after ORNSOFT provides the link to inspect and test the Deliverables to determine if it conforms to the
Statement of Work. If the Deliverables fail to materially conform to the specifications in the Statement of
Work, Customer shall give ORNSOFT written notice of the failure describing the defect in the Deliverable
with sufficient specificity so as to allow ORNSOFT to easily identify and rectify the failure. Such specificity
should include specific page, file or URL references and detailed information about the nature of the
defect.
C. Time to Cure. ORNSOFT shall then have 30 days to remedy such failure or defect and redeliver such
Deliverables to Customer. Customer shall have 7 days after ORNSOFT redelivers to inspect and test the
Deliverables to determine if it conforms to the Statement of Work. If the Deliverables continue to fail to
materially conform to the specifications in the Statement of Work, then: (i) either Party may terminate this
Agreement; or (ii) if both Parties agree, ORNSOFT will be given an opportunity to cure any defects in
accordance with this section.
D. Acceptance. The Deliverables shall be deemed to be accepted (a) upon written notice by Customer to
ORNSOFT of such acceptance or (b) upon expiration of the time period for Customer’s inspection without
written notice to ORNSOFT that the Customer believes the Deliverables fail to conform to Specification in
the Statement of Work. Customer shall not unreasonably withhold or delay acceptance.
4. FEES
A. Fees. In consideration of the Design and Development Services, Customer will pay to ORNSOFT all
fees due according to the prices and terms listed in the order invoice. All sales are final, and ORNSOFT
offers no partial or full refunds. Only time customer can request a refund is during the 1st design draft
approval(1st revision). Customer will receive a refund of 10% of the total project. Once 1st design
draft(1st revision) is approved then there is absolutely no refund.
B. Change in Fees.ORNSOFT may change its fee schedules on sixty (60) days notice by postal mail,
electronic mail, or by posting the same on ORNSOFT’s own Web Site. Upon such notice, Customer shall
have thirty (30) calendar days prior to the effective date of the fee schedule to notify ORNSOFT by
certified postal mail should it not agree to such rate increase and that Customer wishes to terminate this
Agreement.
C. Payment. Design, Development and setup fees are due immediately .ORNSOFT will invoice Customer
once a month for software and hosting services and all payments are due within five (5) days after
ORNSOFT submits its invoice. The first software and hosting fee will be pro-rated for total days in first
month, where applicable. After first month, software and hosting fee is due in full on the 1st of each
month. If a payment is returned or rejected by ORNSOFT’s bank, or incurs additional costs for ORNSOFT
(e.g., bank fees) for any reason, then Customer shall pay a service fee of $40 and reimburse all such fees
and costs incurred by ORNSOFT, and Customer shall be immediately deemed to be in default of this
Agreement. Accounts not paid in full by the tenth day after ORNSOFT submits its invoice may have their
service interrupted or terminated, but any interruption does not relieve Customer from the obligation to
pay all fees due to ORNSOFT, including the monthly account charge. Accounts and all amounts in default
are subject to a late payment charge of 10% per payment per month, or the maximum amount permitted
by law, whichever is less, until fully paid. If Customer defaults, Customer agrees to pay ORNSOFT its
reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights.
D. Taxes. All fees charged by ORNSOFT for the Hosting Services are exclusive of all taxes and similar
fees now in force or enacted in the future imposed on the transaction and/or the delivery of Hosting
Services, all of which Customer will be responsible for and will pay in full, except for taxes based on
ORNSOFT’s net income. If ORNSOFT is required to pay directly any such taxes, Customer will, upon
receipt of ORNSOFT’s invoice, promptly reimburse ORNSOFT for any such taxes paid by ORNSOFT.
5. SUBLICENSE
Customer may not sublicense or resell any of ORNSOFT’s Sevices, Software, Website, Apps, Hosting Services or
any other products to any thirdparties without the prior written permission of ORNSOFT. As an example, Customer
may not provide Web Hosting services to any third party without ORNSOFT ’s prior written permission.
Any attempts to do so would be considered a material breach and grounds for termination of this Agreement.
6. USE OF CUSTOMER’S NAME AND TRADEMARKS
Customer hereby grants ORNSOFT a non-exclusive right and license to use Customer’s name and such
of Customer’s trade names, trademarks, and service marks (collectively, “Customer’s Marks”) as are
listeed on Customer’s Content or otherwise provided to ORNSOFT in connection with this Agreement (a)
on ORNSOFT ’s own Web Sites, (b) in printed and online advertising, publicity, directories, newsletters,
and updates describing ORNSOFT’s Services, and, (c) in applications reasonably necessary and ancillary
to the foregoing. Customer may use ORNSOFT’s trade name, trademarks, and service marks
(collectively, “ORNSOFT’s Marks”) in advertising and publicity in conjunction with the offering of
Customer’s Content via ORNSOFT, provided that Customer shall submit copy to ORNSOFT for its prior
written approval, and provided further that under no circumstances shall such use imply that ORNSOFT
endorses, sponsors, certifies, approves or is responsible for Customer’s Content. Notwithstanding the
foregoing, Customer need not obtain ORNSOFT’s prior written approval where use of ORNSOFT’s Marks
is limited to inclusion in a liste of systems via which Customer’s Content is available.
7. TERM AND TERMINATION
A. Term. The term of this Hosting Services Agreement shall begin on the Effective Date, and shall
continue on a month to month basis, unless either Party gives the non-terminating Party Thirty (30) days
notice of its election to terminate this Agreement.
B. Termination For Breach. Each Party shall have the right to terminate this Agreement upon Fifteen (15)
days prior written notice if the other Party is in material breach of any term of this Agreement, including
without limitation the payment of monies, and the breaching Party fails to remedy such breach within the
fifteen day notice period.
C. All sales are final, and ORNSOFT generally offers no partial or full refunds. However, the sole time that
a customer can request a refund is upon receipt of the 1st design draft for approval. If the customer
requests a refund at that point it will be issued based upon the cost of the total project. Ten (10%)
percent of the total cost will be used as the base figure. If the customer has paid more than said ten
(10%) percent, the customer will be issued a refund for the amount that exceeds ten (10%) percent
of the total project cost. This is so because ORNSOFT incurs significant cost prior to rendering to the
customer of the 1st design draft. If the customer wishes to proceed with the project and returns the 1st
design draft to ORNSOFT, rather than requesting a refund, no refund will be available to the customer
from that point forward. In addition, if the customer fails to communicate with ORNSOFT for fifteen (15)
days or more from the date of the submission to the customer of the 1st design draft, it will presumed that
the customer has found the 1st design draft to be acceptable, and no refund will be available to the
customer from that point forward. Finally, if the customer fails to communicate with ORNSOFT for 180
days or more from the date of submission of the 1st design draft to the customer for approval, upon 15
days written notice to the customer it will be presumed that the customer has abandoned its project and
any monies paid to ORNSOFT will be deemed due ORNSOFT for the work it had produced prior to
abandonment of the project by the customer, ORNSOFT may pursued customer for breach of contract,
customer will be responssable and pay for any fee resulting to it.
8. ACCEPTABLE USE POLICIES
A. Acceptable Use Policy. ORNSOFT maintains on its Web site ORNSOFT’s then-current Acceptable Use
Policy (“AUP”). Customer agrees to abide by the AUP.ORNSOFT may modify its AUP at any time, and
shall post the then-current AUP on ORNSOFT’s Web site, which will be effective upon posting.
B. End Users to Comply with AUP. Customer acknowledges that ORNSOFT may terminate an end user’s
access to Customer’s Web Site for noncompliance with ORNSOFT’s AUP. ORNSOFT may thus terminate
such end user’s access to Customer’s Content even if the end user has not violated Customer’s own
terms and conditions of use of its Web Site. ORNSOFT acknowledges that Customer may terminate a
User’s access to Customer’s Content for noncompliance with Customer’s terms and conditions.
9. SECURITY
Customer acknowledges that the Internet is not a secure or completely reliable system, and that the purpose of the Hosting Services is to allow end users easy access to Customer’s Content. ORNSOFT will make the best effort that ORNSOFT deems reasonable in its sole discretion to secure Customer’s Web Site from attack, but ORNSOFT makes no warranty that there will be no outages or interruptions of service, or that Customer’s Content will be secure against attack of any form by end users or other third parties, therefor the customer is fully responsible for all security aspect of his products and/or hosting
10. CUSTOMER’S CONTENT
A. Ownership of Content. Customer acknowledges and agrees that (a) unless expressly stated
elsewhere, ORNSOFT has no proprietary, financial, or other interest in Customer’s Content; (b)
ORNSOFT does not, by virtue of offering or hosting Customer’s Content, edit, distribute, market,
sublicense, publish, or otherwise provide Customer’s Content to end users; and (c) Customer is solely
responsible for the information, data, graphics, text, quality, performance, and all other aspects of its
Content. Customer warrants that it owns or has the right to use and offer the Content in connection with
Customer’s Marks in the manner in which such Content is offered and will be offered by Customer during
the term of this Agreement.
B. Protection of Content. Customer acknowledges and agrees that Customer is solely responsible for
ensuring the integrity of its Content. Although ORNSOFT provides data backup services, Customer is
advised that ORNSOFT in no way is responsible for any damages resulting from the loss of Customer’s
Content, regardless of the reason for such loss. Customer is solely responsible for backing-up/archiving
Customer’s Content.
11. ORNSOFT’S CONTENT
Upon payment of any fees charged for the development of ORNSOFT’s Content, ORNSOFT hereby
provides Customer with a non-exclusive, royalty-free, irrevocable, non-supported license to use
ORNSOFT’s Content as part of Customer’s Web Site. Customer agrees to maintain a text hyperlink to
“https://www.OrNsoft.com” in the header or footer of the website. The link must be standard html, contain
no javascript, and be approved by the Licensor.
Customer agrees to maintain any program contents through its own administration control panel or
request special customization request to ORNSOFT.
12. RIGHTS IN DATA AND WORKS
A. Grant of License. Upon final and full payment of all fees associated with the Deliverables, ORNSOFT
grants to Customer a limited, non exclusive, license to use, display, and perform, works based upon the
Deliverables, ORNSOFT Technology, the Generic Modules, and all Intellectual Property rights contained
in the Custom Work Product. This license shall only extend to the extent necessary for the Customer to
maintain a Web Site while hosted with ORNSOFT.
B. ORNSOFT’s Rights. Custom Work Product, Software, ORNSOFT’s Content, ORNSOFT Technology,
the Generic Modules, and all Intellectual Property rights contained therein are and will remain the sole
and exclusive property of ORNSOFT.
C.ORNSOFT ’s Rights to Customer Content. Customer grants to ORNSOFT a non exclusive, worldwide,
perpetual, royalty free license to reproduce, modify, display, perform, adapt, transmit, distribute, improve,
and otherwise use the Customer Content in connection with ORNSOFT’s performance under this
Agreement.
D. ORNSOFT’s Right to Re-Use Deliverables. Customer understands and specifically acknowledges
that ORNSOFT may, in its sole discretion, use some or all of the Deliverables (excluding Customer
Content) in the future in commercial development projects for other customers. Nothing in this Agreement
shall be construed to limit ORNSOFT’s right to do so or to use any information in non-tangible form
retained by ORNSOFT as ideas, information and understandings retained in the human memories of its employees,
contractors and agents, provided that ORNSOFT may only use information of general
applicability and not Customer’s Confidential Information. This provision shall not be construed to operate
to grant ORNSOFT any rights under Customer’s patents or copyrights.
E. Customer to Cooperate. Customer will provide reasonable assistance and cooperation to ORNSOFT to
acquire, transfer, maintain, perfect, and/or enforce the Intellectual Property rights in the Web Site
(excluding Customer Content) and Custom Work Product, including, but not limited to, execution of a
formal assignment or such other documents as may be reasonably requested byORNSOFT . Customer
hereby appoints the officers of ORNSOFT as Customer’s attorneys in fact to execute such documents on
Customer’s behalf for this purpose.
F. Security Interest. To the extent that Customer has any interest or right with respect to the Deliverables,
such interest or right shall be subject to (and Customer hereby grants to ORNSOFT) a security interest to
the extent of the difference between the payments that are due and are actually made by the Customer
for such Deliverables and the fees set forth in Exhibit A. Upon request of ORNSOFT, Customer shall
execute any instrument required to perfect such security interest.
13. PROHIBITED PRACTICES
ORNSOFT shall have no duty or obligation to monitor Customer’s Content or any other Content provided
or distributed by others, and ORNSOFT shall not edit or otherwise exercise any control over Customer’s
Content. Nevertheless, ORNSOFT may, in its sole discretion at any time, without notice to Customer, and
without liability to Customer, remove from public view, disconnect, or terminate the hosting of any of
Customer’s Content or other Content that ORNSOFT deems in its sole discretion to be offensive or
illegal, for any one or more of the following reasons: (i) the content is adjudicated to be in violation of the
laws of the state where the server resides; illegal or sexually explicit Content or activities, or any Content
that allegedly violates the law, rules or regulations of any country or subdivision thereof; (ii) the content
constitutes harassment of Users, including, but not limited to, by means of Customer’s billing practices; or
(iii) Customer’s noncompliance with or material breach of any of the terms and conditions of the AUP or
this Agreement.; or (iv) claims made by third parties against ORNSOFT that Customer or any of its end
users has engaged in one or more of the above practices.
14. POINT OF CONTACT
Customer shall designate a single Point of Contact before signing any estimates or offers from ORNSOFT. Customer’s Point of Contact shall have full authority to enter into agreements and make binding decisions on behalf of Customer. Customer agrees that ORNSOFT may rely on representations made by Customer’s Point of Contact. Customer may change its Point of Contact at any time by giving written notice to ORNSOFT in accordance with the notice provisions of this Agreement. ORNSOFT is under no obligation to accept instructions from anyone other than the Point of Contact.
15. CUSTOMER’S INDEMNIFICATION
Customer shall indemnify and hold harmless ORNSOFT from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys fees, arising from or relating to Customer’s provision, or an end user’s use, of Customer’s Content, or any act, error, or omission of Customer in connection therewith, including but not limited to matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property or other right; or violation of any applicable law.
16. WARRANTIES
Each party warrants and represents to the other party that it has the complete right to enter into andperform its responsibilities under this Agreement.
17. DISCLAIMER OF WARRANTIES
THE FOREGOING WARRANTIES ARE MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE AND HOSTING SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ORNSOFT NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR ORNSOFT ANY OTHER LIABILITY IN CONNECTION WITH ANY SOFTWARE OR HOSTING SERVICES PROVIDED UNDER THIS AGREEMENT.
18. LIMITATION OF LIABILITY
ORNSOFT ASSUMES NO RESPONSIBILITY WITH RESPECT TO CUSTOMER’S OR END USER’S USE OF THE SOFTWARE OR HOSTING SERVICES AND SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF ORNSOFT IS AWARE OF THE POSSIBILITY THEREOF. ORNSOFT SHALL IN NO EVENT BE LIABLE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY IT FROM CUSTOMER FOR THE SERVICES DURING ANY 3- MONTH PERIOD.
19. NO ASSIGNMENT BY CUSTOMER
Customer may not assign this Agreement without the prior written consent of ORNSOFT , which ORNSOFT may refuse in its sole discretion. Any attempt by Customer to assign this Agreement without prior written permission shall be deemed null and void. ORNSOFT may assign this Agreement, which shall be effective upon written notice provided to Customer.
20. NOTICES
(i) Any notice or other communication (“Notice”) required or permitted under this Agreement shall be in writing and either delivered personally or sent by facsimile, overnight delivery, express mail, or certified or registered mail, postage prepaid, return receipt requested, to the address listed above in this Agreement, for ORNSOFT or the address provided in the application form submitted with the payment for Customer; (ii) a Notice delivered personally shall be deemed given only if acknowledged in writing by the person to whom it is given. A Notice sent by facsimile shall be deemed given when transmitted, provided that confirmation of that transmission was received. A Notice sent by overnight delivery or express mail shall be deemed given twenty-four (24) hours after having been sent. A Notice that is sent by certified mail or registered mail shall be deemed given forty eight (48) hours after it is mailed. If any time period in this Agreement commences upon the delivery of Notice to any one or more parties, the time period shall commence only when all of the required Notices have been deemed given; (iii) either party may designate, by Notice to the other, substitute addresses, addressees or facsimile numbers for Notices, and thereafter, Notices are to be directed to those substitute addresses, addressees or facsimile numbers.
21. MISCELLANEOUS
(i) The laws of the State of Florida shall govern the validity and construction of this Agreement and any dispute arising out of or relating to this Agreement, without regard to the principles of conflict of laws; (ii) THE PARTIES SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF FLORIDA, (iii) a ruling by any court that one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect shall not affect any other provision of this Agreement. Thereafter, this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had been amended to the extent necessary to be enforceable within the jurisdiction of the court making the ruling and to preserve the transactions originally contemplated by this Agreement to the greatest extent possible; (iv) the section and subsection headings have been included for convenience only, are not part of this Agreement and shall not be taken as an interpretation of any provision of this Agreement.; (v) this Agreement may be amended, waived, changed, modified or discharged only by an agreement in writing signed by all of the parties; (vi) this Agreement represents the entire understanding of the parties with respect to the subject matter hereof, and there are no representations, promises, warranties, covenants or understandings with respect thereto other than those contained in this Agreement. Without limiting the generality of the foregoing, it is expressly agreed that the terms of any purchase order issued by Customer with respect to the Hosting Services provided under this Agreement shall not be applicable and that any acceptance of such purchase order by ORNSOFT shall be for acknowledgment purposes only; (vii) failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of that term, covenant or condition or of any other term, covenant or condition of this Agreement. Any waiver or relinquishment of any right or power hereunder at any one or more times shall not be deemed a waiver or relinquishment of that right or power at any other time; (viii) the remedies set forth in this Agreement are cumulative and are in addition to any other remedies allowed by law. Resort to one form of remedy shall not constitute a waiver of alternate remedies; (ix) wherever used in this Agreement, the singular shall include the plural, and the plural shall include the singular. The use of any gender, tense or conjugation shall include all genders, tenses and conjugations; (x) the Parties are independent contractors and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership; and (xi) this Agreement is only between ORNSOFT and Customer, and does not make any third-party a beneficiary of this Agreement, whether known or contemplated by either party. Further, this Agreement does not make Customer a thirdparty beneficiary of any agreement that ORNSOFT may have with third parties, nor does this Agreement make ORNSOFT a third-party beneficiary of any agreement that Customer may have with third parties.
22. Acceptable Use Policy & Terms
I. PRIVACY POLICY AND STATEMENT
ORNSOFT collects basic client information to make your support experience the very best on the Internet. We respect your privacy, and we assure you that we will maintain and use this information responsibly.
General Browsing
ORNSOFT gathers navigational information about where you go on our Web site. This information allows us to see which areas are most visited. This helps us improve the quality of visitors’ online shopping experiences by recognizing and delivering more of the features, services and products our visitors prefer. Additional non-personally identifiable information (i.e. domaine type, browser version, service provider and IP address) may be collected which will provide information regarding your use of our Web site (such as the time of your last visit to a page on our site).
Disclosure of Personal Information
Any information you provide to us at this site when you establish or update an account, purchase credits online or request information (i.e. name, address, e-mail address, telephone number and credit card information), is maintained in private files on our secure Web server and our internal systems. This information is used to enable ORNSOFT to deliver services to you. To ensure compliance with federal law, ORNSOFT does not maintain information provided by children under the age of 16. You should be aware that we may disclose specific information about you if necessary to do so by law or based on our good faith belief that it is necessary to conform or comply with the law or is necessary to protect the users of our Web site, the site or the public. ORNSOFT does not sell, rent or trade your e-mail address to third parties. We may, however, use third parties to help us provide services to you, such as fulfilling orders, processing payments, monitoring site activity, conducting surveys, and administering e-mails. If personally identifiable information (i.e. name, address, e-mail address, telephone number) is provided to any of these third parties, we will require that such information be maintained by them in strictest confidence.
Use of Cookies
ORNSOFT uses a browser feature known as a cookie, which assigns a unique identification to your computer. Cookies also allow ORNSOFT to make our sites more responsive to your needs, by delivering a better and more personalized experience to you. The cookies are typically stored on your computer’s hard drive and are used by ORNSOFT to help track your clicks as you go through the pages within an ORNSOFT Web site. In addition, ORNSOFT uses cookies to help keep track of support requests and to tell us whether you have previously visited an ORNSOFT website. This allows registered users to avoid reentering information upon every new visit to our site.
Updating Personal Information
We prefer to keep your personal information accurate and up-to-date. To do this, we provide you with the opportunity to update or modify your personal information including billing and shipping information by logging into your account.
Use of Forums / Discussion Boards
None of the information contained on our Website is medical, legal, business, or other advice or opinion of ORNSOFT. Any opinion expressed via this service is that of its author. Users are reminded that postings are automatic, instantaneous, and are not pre-reviewed. Additional facts and information on legal or other developments may affect the subjects discussed. Confidential information should not be discussed. ORNSOFT assumes no responsibility for the content or consequences, direct or indirect, of communications by users.
Links
For your convenience, our Web site may contain links to other sites. ORNSOFT is not responsible for the privacy practices or the content of such Web sites.
Questions/Changes in Policy
If you have questions or concerns with respect to our Privacy Policy, please feel free to contact us. If éléments of our Privacy Policy change, we will post the policy changes in our Privacy Policy on this Web site. If you are concerned about how your personal information is used, please visit our site often for this and other important announcements about ORNSOFT. ORNSOT believes in providing a safe and secure browsing and shopping experience for all of our clients. We provide stringent and effective security measures on our Web site. It is our policy to never send private information, such as your credit card number, via e-mail. In fact, this is a practice we recommend you adopt in all of your Internet activities.
IF YOU’RE A USER OR VISITOR IN THE EUROPEAN ECONOMIC AREA THESE RIGHT ALSO APPLY TO YOU:
For the purposes of applicable EU data protection law (including the General Data Protection Regulation 2016/679 (the “GDPR“), Depending the services you received, we can be considered ‘data controller’ of your personal information.
How can you access your personal information
You are also entitled to ask us to port your personal information (i.e. to transfer in a structured, commonly used and machine-readable format, to you), to erase it, or restrict its processing. You also have rights to object to some processing that is based on our legitimate interests, such as profiling that we perform for the purposes of direct marketing, and, where we have asked for your consent to process your data, to withdraw this consent as more fully described below.
These rights are limited in some situations – for example, we can demonstrate that we have a legal requirement to process your personal information. In some instances, this means that we may retain some data even if you withdraw your consent.
Where we require your personal information to comply with legal or contractual obligations, then provision of such data is mandatory: if such data is not provided, then we will not be able to manage our contractual relationship with you, or to meet obligations placed on us. In all other cases, provision of requested personal information is optional.
If you have unresolved concerns you also have the right to complain to data protection authorities. The relevant data protection authority will be the data protection authority of the country: (i) of your habitual residence; (ii) of your place of work; or (iii) in which you consider the alleged infringement has occurred.
II. TERMS AND CONDITIONS (TAC)
In order to maintain our system integrity and resources we expect our customers to act responsibly. When
you use any ORNSOFT services, in any form, you automatically agree to the following Conditions.
We reserve the right to suspend or cancel a customer’s access to any or all services we provided when
we decide that the account has been inappropriately used. In short:
• No adult content (Pornography)
• No online gambling
• No Spam, No unsolicited e-mailing
• No Warez, cracks, copyright infringement
• No Server abuse -Any attempt to undermine or cause harm to a server, or customer, of us is
strictly prohibited.
• No Unauthorized use of other people’s accounts or computers
• No IRC Chat Rooms – We do not allow clients to install their own chat rooms of any kind, without
approving it with the Support Team.
• Background Running Programs – Prior approval required for any programs to run continually in
the background. NO IRC chat will be approved, FlashChat and MyPHPChat are two chat apps
that have been approved.
• No IRC – We do not allow IRC or IRC bots to be operated on our servers.
• Payment Policies – All accounts are set up on a pre-pay basis. Setup fees are charged for all new accounts and major account changes. All pricing is guaranteed for the term of pre-payment. We reserve the right to change prices at any time, unless other terms have been agreed upon. The customer is responsible for all money owed on the account from the time it was established to the time that the customer notifies us via phone or email for a request for termination of services.
• Cancellation Policy -We reserve the right to cancel service at any time. Any violation of policies which results in extra costs will be billed to the customer (i.e. transfer, space etc.)
• Domaine Registration fees are not refundable at all.
• Lawful Purposes – We reserve the right to refuse service to anyone. Customers may only use our servers for lawful purpose. Transmission of any material in violation of any Federal, State or Local regulation is prohibited.
• Indemnification – Customer agrees that it shall defend, indemnify, save and hold us harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees asserted against us, our agents, our customers, 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, it’s agents, employees or assigns. Customer agrees to defend, indemnify and hold us harmless against liabilities arising out of;
1. any injury to person or property caused by any products sold or otherwise distributed in
connection with our servers;
2. any material supplied by customer infringing or allegedly infringing on the proprietary
rights of a third party;
3. copyright infringement and
4. any defective products sold to customer from our servers.
• Disclaimer: We will not be responsible for any damages your business may suffer. We make no warranties of any kind, expressed or implied for services we provide. We disclaim any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by our Web hosting service and our employees. We reserve the right to revise the policies at any time.
• All end-users, resellers and dedicated servers of ours must adhere to the above policies.
• Use of any mass email programs in conjunction with ORNSOFT SMTP servers is strictly prohibited.
• Use of any additional applications or executables on ORNSOFT servers is strictly prohibited
• Use of MS Access data files on ORNSOFT Servers is strictly prohibited.
• Failure to follow any term or condition will be grounds for immediate account deactivation.
III. BILLING POLICIES AND CYCLES
• We offer billing via bank transfer, Check, credit card or debit card charge only.
• All initial fees must be paid prior to service setup. These fees include:
◦ Service setup fees
◦ 1 month or 1 year service charge
• Our billing cycle begins on the day we setup your account, and is due on that day each month
thereafter.
• All accounts not paid within 15 days after your due date will be suspended. Suspended accounts
will not be allowed any access to their servers.
• ornsoft attempts to automatically charge credit card on file for any past due invoice for current,
suspended and cancelled accounts.
• Accounts suspended and reactivated must pay all past due and current amounts and are subject
to the following reactivation fees:
• Shared Servers: $50 reactivation fee
◦ Dedicated Servers: $100 reactivation fee
• Accounts past due over 30 days cannot be reactivated. You must sign up for new service and pay
the full setup fees associated with the server option you choose.
• To cancel your account, you must contact ornsoft via phone or email with your request. To ensure
that you are not billed for another month of service, you must cancel your account before your
billing cycle due date. All accounts requesting cancellation are terminated on the last day of your
billing cycle.
Note: All billing correspondence [invoices, notifications, etc] is done via email. It is crucial that you
maintain a current email address with us.
Our online account login enables every customer to:
◦ Update credit card information
◦ Update your email address, billing address, shipping address, etc.
◦ View your past and current order history
◦ Print out your invoices
◦ We currently accept payment, in US Dollars only, through the following sources:
◦ VISA, MasterCard
◦ US Bank Check
You can contact our billing department as described on our contact us page.
IV. ADULT MATERIAL POLICY
Due to different cultures, material that is appropriate in some countries may not be appropriate in others.
For this reason and many others, we maintain a strict “No Adult Material Policy”.
ornsoft defines “Adult Material” as any of the following:
1. Any photos or videos showing frontal nudity on either men or women.
2. Any photos or videos showing any sexually explicit nudity.
3. Any audio clips or text containing sexually explicit material.
We also prohibit the following:
1. Any sites with direct links to other sites containing such material.
2. Any site engaged in the sale of sexually explicit items.
In addition we reserve the right to determine what might be considered “sexually explicit” or
“sexually related”. If your site contains material that you are unsure about, please let us know
before placing the order.
Why does ornsoft not allow adult material on their servers?
ORNSOFT has the privilege of hosting many family sites including self-help, rehabilitation support groups,
churches, and many others. As one of the world’s leading Web Solutions Providers, we hope our policies
will set new standards in the industry as to what kind of material is “acceptable”.
As a customer, how would this policy benefit me?
ORNSOFT customers enjoy the assurance that if the IP addressing ever gets mixed up, their domaine
name will never pull up an adult site. In addition,ORNSOFT customers enjoy the consistently fast servers
and clear network. Unlike other Web hosting facilities, we do not have our network congested with users
downloading pornographic images.
V. Email Policies
Spam — also known as Unsolicited Commercial Email (UCE).
ORNSOFT has a zero tolerance spam policy. ORNSOFT does not permit spam being sent using ORNSOFT mail servers.
All email sent via ORNSOFT servers must meet the following criteria:
1. The recipient of your email has made a purchase, requested information, responded to a
questionnaire or a survey, or had offline contact with you.
2. Marketing/Newsletter emails must provide a working link for users to unsubscribe.
3. All requested to unsubscribe must be processed within 10 days.
4. Email “from address” must contain the domaine name of your ORNSOFT store.
5. Email subject lines must not contain misleading information.
ORNSOFT actively monitors our mail servers for abuse. Any customer found to be using ORNSOFT mail
servers to send spam will be immediately cut-off from use of ORNSOFT services.
1. Use of any mass email programs in conjunction with ORNSOFT SMTP servers is strictly
prohibited.
OTHER TERMS
Adumdum CONCERNING ORNSOFT SOFTWARE
END-USER LICENSE AGREEMENT FOR ORNSOFT SOFTWARES CEERTIA/DOCSYA/ADMINCORE/OKCONTROLS/ONSPANEL
IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE PURCHASING:
ORNSOFT CORPORATION End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and ORNSOFT CORPORATION for the ORNSOFT CORPORATION software product(s) identified above which may include associated software components, media, printed materials, and “online” or electronic documentation (“SOFTWARE PRODUCT”).
By purchasing, installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. This license agreement represents the entire agreement concerning the program between you and ORNSOFT CORPORATION, (referred to as “licenser”), and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
The SOFTWARE PRODUCT is licensed, not sold.
1. GRANT OF LICENSE.
The SOFTWARE PRODUCT is licensed as follows:
(a) Installation and Use.
ORNSOFT CORPORATION grants you the right to install and use copies of the SOFTWARE PRODUCT on your server per URL running a validly licensed copy of the operating system for which the SOFTWARE PRODUCT was designed [e.g., LINUX, Windows, Mac OS, iOS, Android].
(b) Backup Copies.
You may also make copies of the SOFTWARE PRODUCT as may be necessary for backup and archival purposes.
2. UPDATES AND UPGRADES
Unless specified by a separate agreement or contract, updates and upgrades to the SOFTWARE PRODUCT are not included in this EULA.
3. DATA PROTECTION AND PRIVACY
As the SOFTWARE PRODUCT is installed on the client’s server, all data remains within the client’s control and responsibility. ORNSOFT CORPORATION does note store client data.
4. THIRD-PARTY COMPONENTS
The SOFTWARE PRODUCT may utilize undisclosed third-party libraries or components. Use of these components is subject to their respective licenses.
5. ACCESS TO ONLINE SERVICES
The SOFTWARE PRODUCT requires an AWS account in order to function properly. The user is responsible for setting up and managing this account and all associated terms, fees, and conditions.
6. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
(a) Maintenance of Copyright Notices.
You must not remove or alter any copyright notices on any and all copies of the SOFTWARE PRODUCT.
(b) Distribution.
You may not distribute registered copies of the SOFTWARE PRODUCT to third parties. Evaluation versions available for download from ORNSOFT CORPORATION’s may not be freely distributed.
(c) Prohibition on Reverse Engineering, Decompilation, and Disassembly.
You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only with written authorization from ORNSOFT CORPORATION.
(d) Rental.
You may not rent, lease, or lend the SOFTWARE PRODUCT.
(e) Support Services.
ORNSOFT CORPORATION may provide you with support services related to the SOFTWARE PRODUCT (“Support Services”). Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA.
(f) Compliance with Applicable Laws.
You must comply with all applicable laws regarding use of the SOFTWARE PRODUCT.
7. TERMINATION
Without prejudice to any other rights, ORNSOFT CORPORATION may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT in your possession.
8. COPYRIGHT
All title, including but not limited to copyrights, in and to the SOFTWARE PRODUCT and any copies thereof are owned by ORNSOFT CORPORATION or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by ORNSOFT CORPORATION.
9. NO WARRANTIES
ORNSOFT CORPORATION expressly disclaims any warranty for the SOFTWARE PRODUCT or LICENSES. The SOFTWARE PRODUCT is provided ‘As Is’ without any express or implied warranty of any kind, including but not limited to any warranties of functioning without bugs, merchantability, non-infringement, or fitness of a particular purpose. ORNSOFT CORPORATION does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the SOFTWARE PRODUCT. ORNSOFT CORPORATION makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. ORNSOFT CORPORATION further expressly disclaims any warranty or representation to Authorized Users or to any third party.
10. SUPPORT
SOFTWARE PRODUCT are licensed without support or maintenance, a support contract and maintenance contract should be purchased separately.
11. LIMITATION OF LIABILITY
In no event shall ORNSOFT CORPORATION be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) rising out of ‘Authorized Users’ use of or inability to use the SOFTWARE PRODUCT, even if ORNSOFT CORPORATION has been advised of the possibility of such damages. In no event will ORNSOFT CORPORATION be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. ORNSOFT CORPORATION shall have no liability with respect to the content of the SOFTWARE PRODUCT or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information.
12. GOVERNING LAW AND JURISDICTION
This EULA is governed by and construed in accordance with the laws of Miami-Dade County, Florida, USA. You agree to submit to the exclusive jurisdiction of the courts located within Miami-Dade County, Florida, USA, for the resolution of any disputes arising from or related to this EULA or the SOFTWARE PRODUCT.
13. SEVERABILITY
If any provision of this EULA is held to be unenforceable, invalid, or illegal for any reason, such provision shall be deemed to be severed from this EULA and the remaining provisions shall continue in full force and effect.
14. INDEMNITY
You agree to indemnify, defend, and hold harmless ORNSOFT CORPORATION and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the SOFTWARE PRODUCT or your breach of this EULA.
