This agreement (“TERMS OF SERVICE”) states important requirements regarding your use of BOOTUP TECHNOLOGY’s computer services and your relationship with BOOTUP TECHNOLOGY. You should read them carefully as they contain important information and instructions such as payments, fees for early terminations, our rights to change its conditions, customers responsibilities to back-up data, limitations to service, limitations of liability, and privacy. Your use of BOOTUP TECHNOLOGY’s computer services and support constitutes your acceptance of these “Terms of Services”. This agreement applies to all services and support from BOOTUP TECHNOLOGY, including all your existing service plans and support.
1. TERMS OF SERVICES
1.1 Definition of Terms
The Client– the entity, company or person that enters into a contract with BOOTUP TECHNOLOGY.
Domain Name– Your companies unique name used to identify your company’s website on the internet.
Downtime – time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.
Host – the company on whose system the website physically resides.
Link, Hyperlink– is a word, phrase, or image that you can click on to jump to a new document or a new section within the current document and may be internal to the company’s website or external on another website.
Search Engine– a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
Website – a collection of web pages and associated code, which forms an integrated presence.
The Work – the subject matter of the contract between the Client and BOOTUP TECHNOLOGY.
1.2 Modifications to Terms of Service and Conditions
BOOTUP TECHNOLOGY may change the terms of services and conditions of the Service from time to time. Upon any such change, BOOTUP TECHNOLOGY will notify the Customer by posting the changes to the site. BOOTUP TECHNOLOGY reserves the right to modify or discontinue the Service with or without notice to Customer. BOOTUP TECHNOLOGY shall not be liable to Customer or any third party should BOOTUP TECHNOLOGY exercise its right to modify or discontinue the Service. Customer’s use of the Service constitutes an affirmative agreement by Customer to abide and be bound by these Service Terms and its modifications.
2.1 Fees Payable
A non-refundable payment of the deposit is considered to be acceptance of a mutual contract and acceptance of the Terms of Services as stated in this document. The remaining payment(s) shall become due as agreed to verbally by the Client and stated in the invoice. BOOTUP TECHNOLOGY reserves the right not to begin the Work until the said deposit has been paid in full.
3.1 Third Parties
BOOTUP TECHNOLOGY can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client’s Website, although BOOTUP TECHNOLOGY WILL endeavor to ensure that Website downtime is kept to a minimum.
3.2 Maintenance and Correction of Errors
BOOTUP TECHNOLOGY takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed. Errors (both technical and typographical) attributable to BOOTUP TECHNOLOGY will be corrected free of charge, but BOOTUP TECHNOLOGY reserves the right to charge the hourly fee for correction of errors for which BOOTUP TECHNOLOGY is not responsible, including, but not limited to malicious modification of the Website by a third party, typographical errors contained in materials provided to BOOTUP TECHNOLOGY by the Client or issues directly related to or caused by the Hosting company.
3.3 Extent of Work
Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No paid registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client.
3.4 Consequential Loss
Under no circumstances will BOOTUP TECHNOLOGY be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of third party software. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure.
3.5 Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued. BOOTUP TECHNOLOGY is not bound to honor offers that have expired. BOOTUP TECHNOLOGY reserves the right to cancel any offers or proposals presented to the Client that affects the status of the offer should new information originally undisclosed by the client is discovered. Offers are not legally binding until both parties have agreed an acceptable timetable for the work. This timetable must be agreed within the month that the offer is valid. If both parties have not approved an acceptable timetable within one month of the offer being made, the offer is deemed to have expired.
3.6 Search Engine Listings
BOOTUP TECHNOLOGY does not guarantee listings on Search Engines and the Client accepts that it is Search Engines and not BOOTUP TECHNOLOGY who determine whom they list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines. BOOTUP TECHNOLOGY does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly.
3.7 Customer’s Responsibility to Back-up Data
Customer agrees that prior to BOOTUP TECHNOLOGY servicing any Customer equipment it is Customer’s responsibility to (1) back-up the data, software, information or other files stored on Customer’s computer disk drives, peripherals, MP3 player, DVD player, camcorder, digital camera and/or on any other electronic storage device; and (2) remove all videotapes, compact disks, floppy disks, laser disks, cassettes, DVDs, film or other media from Customer’s product. Customer agrees that whether or not Customer requests back-up services from BOOTUP TECHNOLOGY and/or its third party service provider, neither BOOTUP TECHNOLOGY nor its third party service provider shall be liable under any circumstances for any loss, disclosure, alteration or corruption of any data, software, information, files, videotapes, compact disks, floppy disks, laser disks, cassettes, DVDs, film or other media.
Customer agrees to indemnify, defend, and hold harmless BOOTUP TECHNOLOGY (and its affiliates and their respective officers, directors, employees and agents) from and against any and all losses, costs, obligations, liabilities, damages, actions, suits, causes of action, claims, demands, liens, encumbrances, security interests, settlements, judgments, and other expenses, (including but not limited to cost of defense, settlement, and reasonable attorneys’ fees) of whatever type or nature, including, but not limited to, damage or destruction to property, injury (including death) to any person or persons, which are asserted against, incurred, imposed upon or suffered by BOOTUP TECHNOLOGY by reason of, or arising from: (a) Customer’s breach of this Agreement; (b) Customer’s actual or alleged infringement of any patent, copyright, trademark, trade secret or other property or contract right of any other person; (c) Customer’s actual or alleged failure to promptly pay sums due BOOTUP TECHNOLOGY or third parties; (d) Customer’s failure to comply with applicable laws, regulations or ordinances; or (e) the acts or omissions of Customer (or its officers, directors, employees or agents).
3.9 Disclaimer of Warranties
CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT CUSTOMER’S SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BOOTUP TECHNOLOGY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BOOTUP TECHNOLOGY MAKES NO WARRANTY THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DOES BOOTUP TECHNOLOGY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER’S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTER/SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM BOOTUP TECHNOLOGY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IT IS THE RESPONSIBILITY OF CUSTOMER TO BACK-UP ALL DATA ON COMPUTERS AND OTHER DEVICES; BOOTUP TECHNOLOGY WILL NOT BE HELD LIABLE FOR LOSS OF ANY CUSTOMER DATA.
3.10 Limitation of Liability
BOOTUP TECHNOLOGY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF BOOTUP TECHNOLOGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO EACH CUSTOMER.
It is Customer’s responsibility to back-up the software and data that is stored on Customer’s computers, hard disk drive(s), and/or on any other storage devices Customer may have, and BOOTUP TECHNOLOGY shall not be responsible at any time for any loss, alteration, or corruption of any software, data, or files. BOOTUP TECHNOLOGY shall not be liable in any way for damages arising from any part, equipment, peripheral, software or other product supplied to Customer by BOOTUP TECHNOLOGY. Notwithstanding any language to the contrary, BOOTUP TECHNOLOGY’s maximum liability to Customer arising from or related to BOOTUP TECHNOLOGY under this Agreement shall be limited to the sums paid by Customer to BOOTUP TECHNOLOGY under this Agreement during the three months prior to the time the cause of action arose.
3.11 Force Majeure
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event
4. COMPLETION OF WORK AND PAYMENT
4.1 Completion of Work
BOOTUP TECHNOLOGY warrants completing the Work in accordance with its Standard Terms of Service to the specifications previously agreed with the Client. BOOTUP TECHNOLOGY will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. BOOTUP TECHNOLOGY will not undertake changes to the specifications of the Work, which would increase the cost, without prior written authorization from the Client.
4.2 Supply of Materials
The Client is to supply all materials and information required for BOOTUP TECHNOLOGY to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client’s failure to supply such materials leads to a delay in completion of the work, BOOTUP TECHNOLOGY has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. Where the Client’s failure to supply materials prevents progress on the Work for more than 21 days, BOOTUP TECHNOLOGY has the right to invoice the Client for any part or parts of the Work already completed. If the Client fails to provide materials to BOOTUP TECHNOLOGY within 21 days of a request from BOOTUP TECHNOLOGY, none of the monies received for the Work to date will be refunded.
4.3 Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify BOOTUP TECHNOLOGY, in writing or email, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work, which has not been reported in writing or emailed to BOOTUP TECHNOLOGY as unsatisfactory within the 7-day review period, will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the balancing payment under Clause 2.1 Fee Payable will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
4.4 Rejected Work
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by BOOTUP TECHNOLOGY to remedy any points reported by the Client as unsatisfactory, and BOOTUP TECHNOLOGY considers that the Client is unreasonable in his/her repeated rejection of the Work, the contract will be deemed to have expired and BOOTUP TECHNOLOGY can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
Upon completion of 7-day review period, BOOTUP TECHNOLOGY will invoice the Client for the remaining balancing payment in accordance with Clause 2.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the Client within 21 days of the date that the invoice was issued. All completed work must be paid in full before additional work commences.
4.6 Remedies for Overdue Payment
If payment has not been received by the due date, BOOTUP TECHNOLOGY has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date, BOOTUP TECHNOLOGY has the right to replace, modify or remove the Web site and revokes the Client’s licence of the Work until full payment has been received. By revoking the Client’s licence of the Work or removing the web site from the Internet, BOOTUP TECHNOLOGY does not remove the Client’s obligation to pay any outstanding monies owing.
5. INTELLECTUAL PROPERTY
5.1 Offers and Proposals
Offers and proposals made by BOOTUP TECHNOLOGY to potential clients should be treated as trade secrets and remain the property of BOOTUP TECHNOLOGY. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from BOOTUP TECHNOLOGY. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2 Warranty by Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to BOOTUP TECHNOLOGY for inclusion on the Website. The Client to BOOTUP TECHNOLOGY shall regard the conclusion of a contract between BOOTUP TECHNOLOGY and the Client as a guarantee that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offense or civil offense. By agreeing to these Terms of Services, the Client removes the legal responsibility of BOOTUP TECHNOLOGY and indemnifies the same from any claims or legal actions however related to the content of the Client’s site.
5.3 Domain Name
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify BOOTUP TECHNOLOGY, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.
Once BOOTUP TECHNOLOGY has received full payment of all outstanding invoices and the Client in accordance with Clause 4.3 has approved the Work hereof, the Client will be granted a licence to use the Website and its contents. Art work created for the Website by BOOTUP TECHNOLOGY is subject to copyright and cannot be reproduced without written prior permission from BOOTUP TECHNOLOGY.
5.5 Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which BOOTUP TECHNOLOGY or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from BOOTUP TECHNOLOGY. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which BOOTUP TECHNOLOGY or their suppliers owns the copyright. BOOTUP TECHNOLOGY acknowledges the intellectual property rights of the Client. Information passed in written form to BOOTUP TECHNOLOGY, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
6. RIGHTS AND RESPONSIBILITIES
6.1 Right to Terminate
BOOTUP TECHNOLOGY reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.
Either Customer or BOOTUP TECHNOLOGY may immediately terminate the Service upon written notice to the other party. Upon termination of the Service, Customer’s right to use the Service immediately ceases. Customer shall have no rights and BOOTUP TECHNOLOGY will have no obligations regarding the Service thereafter.
6.2 Events Beyond the Control of BOOTUP TECHNOLOGY
BOOTUP TECHNOLOGY will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of BOOTUP TECHNOLOGY. BOOTUP TECHNOLOGY and/or its third party service providers reserve the right to refrain from providing the Services ordered and instead refund Customer’s payment, wholly or in part, on the basis that the minimum system requirements are not met or the technical needs (including overcoming physical or technical barriers) or other requirements of the Customer are unusual or extensive and beyond the scope of these Service Terms, as determined by BOOTUP TECHNOLOGY.
6.3 Supply and Pricing of Services
BOOTUP TECHNOLOGY reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
This Agreement shall be governed by the laws of Canada, which shall claim venue and jurisdiction for any legal action or claim arising from the contract between BOOTUP TECHNOLOGY and the Client. The said contract is void where prohibited by law.
7.2 Survival of Contract
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
BOOTUP TECHNOLOGY www.BootupTechnology.com
Last Revised – January 15, 2015