SIMPLY HADDAD Networks » Editorials

TERMS OF SERVICE (“TOS” for DESIGN AND DEVELOPMENT SERVICES)

SIMPLY HADDAD — Tue, 19 May 2009 22:25:48 +0000

Your use of SIMPLY HADDAD (referred to as “The Company” or “SIMPLY HADDAD ™” or “SIMPLY HADDAD”) Website and/or Application and/or Script and/or Graphic – Design and Development Services (collectively referred to as, “Services”) is subject to these Terms of Service (referred to as “Terms” or “TOS”). SIMPLY HADDAD ™ is registered in Singapore, Registration Number: 53107009C.

We may modify these Terms at any time without notice to you by posting revised Terms on our sites. Your use of our sites constitutes your binding acceptance of these Terms, including any modifications that we make.

Some of the Services may be subject to additional posted conditions, Terms of Service (“TOS”), Acceptable Use Policy (“AUP”), Terms of Agreement (“TOA”), etc.. Your use of these Services is subject to those conditions, which are incorporated into these Terms by reference. In the event of an inconsistency between these Terms and any additional posted conditions, the provisions of the additional conditions shall control.

Cancellation and Refund Policy

If the Customer wishes to cancel its order, it should notify SIMPLY HADDAD by email to billing@simplyhaddad.com before SIMPLY HADDAD sends out its acceptance of the order. Deposits are non-refundable and cover any applicable setup and design costs. Where an order is cancelled after acceptance, SIMPLY HADDAD reserves the right to reduce the amount refunded to the Customer by the amount of any costs Incurred during the provision of the Product or Service up to but not exceeding the total cost of the Product and/or Service. A standard administration charge of USD$40.00 will apply to all refunds. Should an order be cancelled by either party, the Customer acknowledges that it will have no right (express or implied) to use any concept or other work Product, Service, Content, or media, nor any ownership interest in or to them.

Customer Obligations

Where the Customer has engaged SIMPLY HADDAD to carry out any Services that requires direct or remote access to a Hosted Environment (either owned by or leased by the Customer) the Customer will authorize and make provisions for SIMPLY HADDAD, its employees or authorized subcontractors to access to the Hosted Environment free of charge as is necessary to carry out the Services. The Customer also acknowledges that it has authorization to do so. The Customer shall not access the Software, its Content or data in any way other than through the interface that is provided by SIMPLY HADDAD for this purpose. It is the responsibility of the Customer to keep access to these means secure.

Communication

The Customer agrees to provide timely responses to SIMPLY HADDAD. After requesting further information, review feedback or Customer sign off for any stage of work the Customer shall have 30 days to respond with feedback for further revision work or acknowledgement that a work stage has been completed. If after 30 days the Customer has failed to respond with the requested information, SIMPLY HADDAD will take this to mean that the Customer is satisfied that the Project has been completed according to the purchase contract. The Project will be closed and SIMPLY HADDAD will have no further obligation to the Customer. The Customer shall pay all costs and fees as agreed in the purchase contract. In the rare case that the Customer requires more time to provide feedback they shall request additional time and specify a date when feedback will be provided to SIMPLY HADDAD. This date must be agreed by SIMPLY HADDAD to be applicable.

Customer Content

The Customer agrees to, within six weeks of the order date, provide SIMPLY HADDAD with all Content required to complete the Project. If complete Content is not provided by this time, then the entire amount of the contract becomes due and payable. If the Customer does not provide complete Content within two months after the Commencement date an additional continuation fee of 10% of the total contract price will be payable each month until the complete Content is provided. Content sent by the Customer to SIMPLY HADDAD should be in its final form. Time required to make substantive changes to Content after formatting has been carried out will be treated as additional support and charged at SIMPLY HADDAD’s standard hourly rate.

Service Availability

The Customer acknowledges that SIMPLY HADDAD’s systems, servers and equipment may from time to time be inoperative or only partly operational as a consequence of mechanical breakdown, maintenance, hardware or Software upgrades, telecommunication connectivity problems or other causes outside its control. SIMPLY HADDAD agrees to rectify faults or problems and to restore the system to full operational capacity as soon as reasonably practicable. SIMPLY HADDAD excludes liability for any loss of profit caused to the Customer as a result of the system not being fully operational. Websites, web applications and other hosted Software will only be available during the period of subscription to the hosting Services provided by SIMPLY HADDAD.

Termination

This Agreement will terminate when the Customer has signed the Project Completion document or the Review Stage has expired, whichever is sooner. The Customer and SIMPLY HADDAD agree to work together to complete the Project by the date specified where applicable. Only when this Agreement has terminated, except through premature termination or any breach of this Agreement, and when all outstanding balances owed to the SIMPLY HADDAD have been paid will:

Rights under this Agreement transfer to the Customer
Deliverables be sent to the Customer and within 30 days
Software / Websites be made live and within 30 days where applicable

The Customer agrees that SIMPLY HADDAD, in its sole discretion, may terminate its password, account (or any part thereof) or its use of SIMPLY HADDAD Services at any time with or without notice. The Customer agrees that SIMPLY HADDAD may remove and archive or discard any Content within SIMPLY HADDAD Services, including, without limitation, for lack of use or if the Company believes that the Customer has violated or acted inconsistently with the letter or spirit of the Terms of Service. The Customer acknowledges and agrees that SIMPLY HADDAD may immediately deactivate, archive or delete your account and all related information and files in your account and/or bar any further access to such files or accounts. If such action is taken as a result of the Customer’s breach of these Terms of Service the remainder of any payment made by the Customer will not be refundable.

Rights and Licenses

Rights and licenses as set out in these Terms of Service will only be transferred to the Customer subject to compliance with these Terms of Service and when full and final payment has been received by SIMPLY HADDAD. Until that time, SIMPLY HADDAD and its licensors retain full ownership and copyright of any Product.

SIMPLY HADDAD will hold designs on file for 12 months. This is not guaranteed and it is advised that the Customer keeps safe a copy of any Product(s) supplied to them. SIMPLY HADDAD reserves the right to charge a reasonable fee for re-sending a copy of these Product(s) to the Customer. This will cover the cost of Administration and postage where applicable.

The licensing of any third party font, art work, photograph or image used in any Product remains the responsibility of the Customer. The Customer unconditionally guarantees that any elements of text, graphics, photos, fonts, designs, trademarks, or other artwork supplied to SIMPLY HADDAD for inclusion in any Product(s) are owned by the Customer, or that the Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend SIMPLY HADDAD and its subcontractors from any claim or legal action arising from the use of such elements furnished by the Customer.

Software

SIMPLY HADDAD grants to the Customer, a personal, non-transferable and non-exclusive right and licence to use a single instance of the Software on a single computer for any business application or website purchased in full on a non-subscription basis; provided that the Customer does not (and does not allow any third party to) copy, modify, create a derivative work of, reverse engineer or attempt to discover the source code in any other way, sell, assign, sublicense the Software or any associated files. Any Software is used under license from SIMPLY HADDAD and remains the copyright of SIMPLY HADDAD and its licensors.

Content

SIMPLY HADDAD agrees that the Content supplied by the Customer will remain the copyright of the Customer or its licensors.

Designs

SIMPLY HADDAD grants to the Customer, a personal, non-transferable and non-exclusive right and license to use the final design(s) chosen by the Customer if they have been purchased in full on a non-subscription basis. The Customer or its agents may re-produce the design(s) for the promotion of the Customer. The design(s) may not be reproduced in any other way without the prior written consent of SIMPLY HADDAD. All other designs, logos, materials, concepts, media or Content produced during any of the revision stages before the final design will remain the ownership and copyright of SIMPLY HADDAD. This material may not be reproduced in any other way without the prior written consent of SIMPLY HADDAD. The Customer acknowledges that these designs, materials, concepts, media or Content may be used by the SIMPLY HADDAD to promote the Services of the SIMPLY HADDAD. The Customer hereby grants license to the SIMPLY HADDAD to reproduce the Customer’s logo or mark if it appears in these design(s) solely for the purpose of promoting the Services of the SIMPLY HADDAD.

Schedule of Work

The following schedule describes the stages in the design and development process and acceptance tests for each stage. Not all stages may be applicable to all products.

Design Stage

Based upon initial consultation with the Customer, SIMPLY HADDAD will produce an initial concept design. This is to be used as a starting point for the project and will help to define its direction. The Customer will give feedback when requested by SIMPLY HADDAD and SIMPLY HADDAD will revise the concept design(s) based upon this feedback. The Customer will provide constructive feedback that drives the designs towards completion. With each revision, the design choice should be narrowed towards the final design. When the Customer is satisfied with the final design then the Design Stage is complete. Any further amendments to the design after this point will incur additional fees.

Development Stage

Once the designs have been finalized and final Content provided by the Customer, the development work can begin. When development has been completed, the Website / Software will be uploaded to a test location for the Customer to review and the Development Stage will be completed.

Review Stage

The Customer will have 30 days to review the Website / Software, to ensure that it meets the specification as set out in the Purchase Contract. If the Customer feels that any areas of work as set out in the specification have not been met, or they identify any errors or defects within the Review Stage, then they will raise these issues with SIMPLY HADDAD within 48 hours. An error or defect is any feature from the specification that does not operate as intended according to the specification. Any change to the hosting environment that causes such defect shall not be considered a defect. Any errors or defects will be rectified by SIMPLY HADDAD at the earliest opportunity. The Review Stage will be complete when the Customer has signed the Project Completion document, or when the 30 day review period has expired, whichever is sooner. This will also mark the end of the Agreement.

Disclaimer of Warranties

The Customer expressly understands and agrees that: All warranties, conditions and representations whether express or implied other than express warranties stated by SIMPLY HADDAD in writing are expressly excluded except in circumstances whereby SIMPLY HADDAD is by law unable to exclude or limit such liability. SIMPLY HADDAD makes no warranty that any of its Software will work as intended on any other Hosted Environment, other than the Hosted Environment for which it was originally developed. Where the original Hosted Environment is changed, it is the responsibility of the new hosting provider to ensure that the Software, and any related configuration or security provisions are set up properly. Once the Hosting Environment is changed in any way, SIMPLY HADDAD will have no responsibility or liability for the operation or miss-operation of the Software or any issues that arise as the result of the Hosted Environment change.

The Customer agrees that it uses the Products and Services supplied by SIMPLY HADDAD at its sole risk. The Services are provided on an “as is” and “as available” basis and SIMPLY HADDAD and its suppliers, to the fullest extent permitted by law, make no warranties, express or implied, in relation to these Products and Services.

Liability

SIMPLY HADDAD, any other party (whether or not involved in creating, producing, maintaining or delivering the Software), and any of SIMPLY HADDAD’s group companies and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to the Customer or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with, as a result of or caused by any of the following:

The Software in any way or in connection with the use of or inability to use the Software, any websites linked to Software or the material on such websites, including but not limited to loss or damage due to viruses that may infect computer equipment, Software, data or other property on account of the Customers access to, use of, or browsing the Software or its downloading of any material from the Software or any websites linked to the Software;
Unauthorized access to or alteration of the Customers transmissions or data; statements or conduct of any third party on the Service; or any problems resulting from improper use of the Software by the Customer or any other third party;
Technical fault or any other fault caused by SIMPLY HADDAD or any third party.

If the use of material from the Software or the Software itself results in the need for servicing, repair or correction of equipment, Software or data, the Customer will assume all costs thereof. Nothing in these terms and conditions shall exclude or limit SIMPLY HADDAD’s liability for:

Death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977);
Fraud;
Misrepresentation as to a fundamental matter; or
Any liability which cannot be excluded or limited under applicable law.

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TERMS OF SERVICE (“TOS” for GOOGLE APPS FOR BUSINESS – PREMIER EDITION) Google Apps for Business Online Agreement This Google Apps for Business Online Agreement (the “Agreement“)...

PERMISSIONS AND REPRODUCTIONS POLICY (“PRP”)

SIMPLY HADDAD — Tue, 19 May 2009 19:26:28 +0000

Personal, Non-Commercial use
You may download, and print a limited amount of SIMPLY HADDAD ™ Website, Web Presence and Brand’s (collectively known as ‘SIMPLY HADDAD Websites’) content for your personal, home and noncommercial use.

You may NOT include excerpts or portions of SIMPLY HADDAD Brand and Product Websites information in printed memos, reports, and presentations, unless you have been given explicit Permission by SIMPLY HADDAD.

Links
You may link from another site to SIMPLY HADDAD Websites online content, including reviews, articles, features, and video and audio clips.

Other Reproductions
Any other reproduction of SIMPLY HADDAD Websites content requires permission from us, and some forms of reproduction will require you to pay a licensing fee.

All commercial uses of SIMPLY HADDAD Websites content require our permission, including the following:

Use of SIMPLY HADDAD Websites content in advertisements or promotions;
Use of SIMPLY HADDAD Websites Trademarks and/or Logos (including award and scholarship/bursary logos);
Use of quotes, excerpts, or full text of SIMPLY HADDAD Websites reviews, articles, editorials or features;

SIMPLY HADDAD does not allow the reposting of its online content (including video, audio, text, graphics, layout, and code) on a Web site or a public discussion board except in the case of a specific licensing agreement explicitly agreed upon by the Director/s of SIMPLY HADDAD.

How to Get Permission ?
You may contact us via the website brands “Contact Us” form to obtain permission to reproduce or use the articles, reviews, or other features contained in any of our websites.

COPYRIGHT POLICY (“CP”) All editorial content, including but not limited to Text, Graphics, Logos, Designs, Taglines and Artwork...
PRIVACY POLICY (“PP”) SIMPLY HADDAD ™respects the privacy of every individual who visits our websites. This Privacy Policy...
ACCEPTABLE USE POLICY (“AUP”) SIMPLY HADDAD maintains a general policy to act as a neutral provider of access to...

TERMS OF USE (“TOU”)

SIMPLY HADDAD — Tue, 19 May 2009 16:45:28 +0000

Your use of SIMPLY HADDAD (referred to as “The Company” or “SIMPLY HADDAD ™” or “SIMPLY HADDAD”) Internet sites or any of the products or services offered on those sites (collectively referred to as, “Services”) is subject to these Terms of Use (referred to as “Terms” or “TOU”). SIMPLY HADDAD ™ is registered in Singapore, Registration Number: 53107009C.

We have the right, but not the obligation, to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice:

Restrict, suspend, or terminate your access to all or any part of our Services;

Change, suspend, or discontinue all or any part of our Services;

Refuse, move, or remove any material that you submit to our sites for any reason;

Refuse, move, or remove any content that is available on our sites;

Deactivate or delete your accounts and all related information and files in your account;

Establish general practices and limits concerning use of our sites.

You agree that we will not be liable to you or any third party for taking any of these actions.

You understand and agree that our Services may include communications such as service announcements and administrative messages from us or from our partners and that these communications are considered part of the Services. You will not be able to opt out of receiving these messages. You also understand that our Services may include advertisements.

Content on Our Sites
SIMPLY HADDAD ™ sites include a combination of content that we create, that our partners create, and that our users create. All materials published on our sites, including, but not limited to, written content, photographs, graphics, images, illustrations, marks, logos, sound or video clips and Flash animation, are protected by our copyrights and/or trademarks or those of our partners. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, publicly display, or in any way exploit any of the materials or content on our sites in whole or in part. If you would like to request permission to use any of the content on our sites, please review our copyright notice and visit our Permissions and Reprints page.

You are solely responsible for all materials, whether publicly posted or privately transmitted, that you upload, post, e-mail, transmit, or otherwise make available on our sites (“Your Content”). You certify that you own all intellectual property rights in Your Content. You hereby grant us, our affiliates, and our partners a worldwide, irrevocable, royalty-free, nonexclusive, sub-licensable license to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish Your Content and subsequent versions of Your Content for the purposes of,

(i) displaying Your Content on our sites,

(ii) distributing Your Content, either electronically or via other media, to users seeking to download or otherwise acquire it, and/or

(iii) storing Your Content in a remote database accessible by end users, for a charge.

This license shall apply to the distribution and the storage of Your Content in any form, medium, or technology now known or later developed.

Our site contains content that we create as well as content provided by third parties. This content includes, among other things, product reviews, corporate classified advertisements, white papers, and stock quotes. It also includes information about products and services offered by parties other than SIMPLY HADDAD, such as product descriptions, specifications, pricing, availability, and performance. We do not guarantee the accuracy, the integrity, or the quality of the content on our sites, and you may not rely on any of this content. Without limitation, we are not responsible for postings by users in the user opinion, message board, or feedback sections of our sites.

You may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that content. We have the right, but not the obligation, to remove any content that may, in our sole discretion, violate these Terms or that is otherwise objectionable.

Third-party sites, products, and Services
Our sites contain links to other Internet sites owned by third parties. Your use of each of those sites is subject to the conditions, if any, that each of those sites has posted. We have no control over sites that are not ours, and we are not responsible for any changes to or content on them. Our inclusion on our sites of any third-party content or a link to a third-party site is not an endorsement of that content or third-party site.

We do not sell, resell, or license any of the products or the services that we review, list, or advertise on our sites, and we disclaim any responsibility for or liability related to them. Your correspondence or related activities with third parties, including payment transactions and goods-delivery transactions, are solely between you and that third party. You agree that we will not be responsible or liable for any loss or damage of any sort incurred as the result of any of your transactions with third parties. Any questions, complaints, or claims related to any product or service should be directed to the appropriate vendor and/or manufacturer.

SIMPLY HADDAD’ fee-based services
Some of the Services require you to pay a fee, as described in the specific conditions included where those Services are offered. You agree to pay all fees and charges that you incur. You agree to be bound to the Terms of Service (“TOS”) and other Terms and Agreements that have been detailed with the Service provided. Unless otherwise noted, all currency references are in Singapore dollars. We may, upon notice if required by applicable laws, at any time change the amount of, or basis for determining, any fee or charge, or institute new fees or charges. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable.

Privacy policy
All of the information that we collect from you, such as registration and credit card information, is subject to our privacy policy. Please click here to see our full privacy policy.

Your conduct on our sites
If we request registration information from you, you will provide us with true, accurate, current, and complete information. You will promptly update your registration to keep it accurate, current, and complete. If we issue you a password, you may not reveal it to anyone else. You may not use anyone else’s password. You are responsible for maintaining the confidentiality of your accounts and passwords. You agree to immediately notify us of any unauthorized use of your passwords or accounts or any other breach of security. You also agree to exit from your accounts at the end of each session. We will not be responsible for any loss or damage that may result if you fail to comply with these requirements.

Without limiting the foregoing, you agree that you will not use our sites to take any of the following actions:

Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others;

Publish, post, upload, e-mail, distribute, or disseminate (collectively, “Transmit”) any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful content;

Transmit files that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person’s computer, our sites, any software or hardware, or telecommunications equipment;

Advertise or offer to sell any goods or services for any commercial purpose unless you have our written consent to do so;

Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, or chain letters;

Download any file that you know or reasonably should know cannot be legally obtained in such manner;

Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material;

Restrict or inhibit any other user from using and enjoying any public area within our sites;

Collect or store personal information about other end users;

Interfere with or disrupt our sites, servers, or networks;

Impersonate any person or entity, including, but not limited to, a SIMPLY HADDAD representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;

Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through our sites or to manipulate your presence on our sites;

Take any action that imposes an unreasonably or disproportionately large load on our infrastructure;

Engage in any illegal activities.

You agree to use our bulletin board services, chat areas, news groups, forums, communities and/or message or communication facilities (collectively, the “Forums”) only to send and receive messages and material that are proper and related to that particular Forum.

If you choose a username that, in our sole discretion, is obscene, indecent, abusive or that might otherwise subject us to public disparagement or scorn, we reserve the right, without prior notice to you, to automatically change your username, delete your posts from our sites, deny you access to our sites, or any combination of these options.

Unauthorized access to our sites is a breach of these Terms and a violation of the law. You agree not to access our sites by any means other than through the interface that is provided by SIMPLY HADDAD for use in accessing our sites. You agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of our sites, except those automated means that we have approved in advance and in writing.

Use of our sites is subject to existing laws and legal process. Nothing contained in these Terms shall limit our right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of our sites.

Requests to remove certain content from our sites
If you believe that content you own has been copied and made accessible in a manner that violates your intellectual property rights, please review our copyright notice.

Indemnification
You hereby agree to indemnify, defend and hold SIMPLY HADDAD and all of our officers, directors, owners, employees, agents, information providers, affiliates, partners, and licensors (collectively, the “SIMPLY HADDAD Parties”) harmless from and against any and all liability, losses, costs, and expenses (including attorneys’ fees) incurred by any SIMPLY HADDAD Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, or trademark infringement arising out of:

Your use of our sites;

Any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you;

The content, the quality, or the performance of content that you submit to our sites;

Your connection to our sites;

Your violation of these Terms; or

Your violation of the rights of any other person or entity.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

Disclaimers
We disclaim any responsibility for the deletion, the failure to store, the mis-delivery, or the untimely delivery of any information or material. We disclaim any responsibility for any harm resulting from downloading or accessing any information or material on the Internet using search results from our sites. We disclaim any responsibility for, and if you subscribe to one of our fee-based services you will not be entitled to a refund as a result of, any service outages that are caused by our maintenance on the servers or the technology that underlies our sites, failures of our service providers (including telecommunications, hosting, and power providers), computer viruses, natural disasters or other destruction or damage of our facilities, acts of nature, war, civil disturbance, or any other cause beyond our reasonable control.

WE DO NOT WARRANT THAT OUR SITES WILL BE UNINTERRUPTED OR ERROR FREE. IN ADDITION, WE DO NOT MAKE ANY WARRANTY AS TO THE CONTENT ON OUR SITES. OUR SITES AND THEIR CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS. ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR SITES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. NEITHER WE NOR ANY OF OUR PARTNERS MAKES ANY WARRANTY THAT

(i) OUR SITES WILL MEET YOUR REQUIREMENTS,

(ii) OUR SITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE,

(iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SITES WILL BE ACCURATE OR RELIABLE,

(iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT YOU PURCHASE OR OBTAIN THROUGH OUR SITES WILL MEET YOUR EXPECTATIONS, AND

(v) ANY ERRORS WILL BE CORRECTED. NEITHER WE NOR ANY OF OUR PARTNERS MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO OUR SITES, ANY CONTENT, OR ANY OF OUR SERVICES, TOOLS, PRODUCTS, OR PROPERTIES.

YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF OUR SITES AND THE ACCURACY OR COMPLETENESS OF ITS CONTENT.

NEITHER WE NOR OUR PARTNERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE OUR SITES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES, CITIES, COUNTRIES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES,CITIES, COUNTRIES, OUR LIABILITY AND THAT OF OUR THIRD-PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Arbitration
SIMPLY HADDAD may elect to resolve any controversy or claim arising out of or relating to these Terms or our sites by binding arbitration in accordance with the commercial arbitration rules of the Singapore International Arbitration Centre (“SIAC”). Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Singapore, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction in Singapore, necessary to protect the rights or the property of you or SIMPLY HADDAD, (or its agents, suppliers, and subcontractors), pending the completion of arbitration.

Miscellaneous
We may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on our sites or delivering them to you through e-mail. You may update your e-mail address by visiting the Services where you have provided contact information. If you do not provide us with accurate information, we cannot be held liable if we fail to notify you. You have the right to request that we provide such notices to you in paper format, and may do so by contacting the Services where you have provided contact information.

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our sites or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

These Terms, including all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between you and SIMPLY HADDAD and govern your use of our sites, superseding any prior agreements that you may have with us.

These Terms shall be construed in accordance with the laws of the Singapore, and the parties irrevocably consent to bring any action to enforce these Terms before an arbitration panel or before a court of competent jurisdiction in Singapore if seeking interim or preliminary relief or enforcement of an arbitration award.

If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.

TERMS OF SERVICE (“TOS” for DESIGN AND DEVELOPMENT SERVICES) Your use of SIMPLY HADDAD (referred to as “The Company” or “SIMPLY HADDAD ™” or...
TERMS OF SERVICE (“TOS” for HOSTING AND DOMAIN RELATED SERVICES) SIMPLY HADDAD general policy is to act as a neutral provider of access to the...
TERMS OF SERVICE (“TOS” for SUPPORT, MAINTENANCE AND CONSULTATION SERVICES) SIMPLY HADDAD general policy is to act as a neutral provider of access to the...

TERMS OF SERVICE (“TOS” for HOSTING AND DOMAIN RELATED SERVICES)

SIMPLY HADDAD — Tue, 19 May 2009 16:44:33 +0000

SIMPLY HADDAD general policy is to act as a neutral provider of access to the global Internet.

SIMPLY HADDAD (referred to as “The Company” or “SIMPLY HADDAD (TM)” or “SIMPLY HADDAD”) agrees to furnish hosting and domain related services to the Subscriber, subject but not limited to the following TOS (“Terms of Service”).

Use of Service constitutes acceptance and agreement to SIMPLY HADDAD’s Acceptable Use Policy (“AUP”) as well as SIMPLY HADDAD’s Terms of Service (“TOS”), SIMPLY HADDAD’s Terms of Use (“TOU”) and related agreements and policies.

All provisions of this contract are subject to the TOS (“Terms of Service”) of SIMPLY HADDAD , AUP (“Acceptable Use Policy”) and TOU (“Terms of Use”). The AUP, TOS, TOU and related agreements and policies may be changed from time to time at the discretion of the Company. Subscriber understands that change to the AUP, TOS, TOU and related agreements and policies by the Company shall not be grounds for early contract termination or non-payment.

1. Disclosure

The AUP specifically prohibits the use of our service for illegal activities. Therefore, Subscriber agrees that the Company may disclose any and all subscriber information including assigned IP numbers, account history, account use, etc. to any law enforcement agent who makes a written request without further consent or notification to the Subscriber. In addition shall have the right to terminate all service set forth in this Agreement.

2. Service Rates

Subscriber acknowledges that the nature of the service furnished and the initial rates and charges have been communicated to Subscriber. Subscriber is aware that the Company may prospectively change the specified rates and charges from time to time. The promotional offer is contingent upon Company achieving and maintaining its cost of service goals including but not limited to rates charged to company by its suppliers.

3. Payment

Establishment of this service is dependent upon receipt by the Company of payment of stated charges. Subsequent payments are due on the anniversary date of the month for that month’s service. Subscriber agrees that The Company automatically charges subscriber`s credit card during each recurrent. The Company reserves the right to process client credit cards from 1 to 5 days before the actual due date to ensure that the funds are received by the due date.

4. Payments and Fees

Service will be interrupted on accounts that reach 7 days past due. Accounts not paid by due date are subject to suspension from SIMPLY HADDAD’s services. If you desire to cancel your account, please follow the proper procedure to do this as outlined in this TOS.

5. Refund and Disputes

Payments to SIMPLY HADDAD are non-refundable.

6. Failure to Pay

The Company may temporarily deny service or terminate this Agreement upon the failure of Subscriber to pay charges when due.

7. Account Cancellation

All requests for canceling accounts must be made via SIMPLY HADDAD’s Billing System or by making a request via our Ticket Center.

8. Service Interruptions

Subscriber acknowledges that the service provided is of such a nature that service can be interrupted for many reasons. Therefore, subscriber agrees that the company shall not be liable for any damages. In no event shall the company be liable for any special or consequential damages, loss or injury.

9. Support Boundaries

SIMPLY HADDAD provides support to our subscribers. SIMPLY HADDAD only ensures that domain and hosting relates service is online and is remotely accessible. SIMPLY HADDAD does not offer technical support for application specific issues such as CGI programming, PHP, HTML or any other such issue. We encourage you to use our Ticket System on our web site.

10. Unsolicited Commercial Email (“UCE” or “SPAM”)

SIMPLY HADDAD takes a zero tolerance approach to the sending of Unsolicited Commercial Email (referred to as “SPAM” or “UCE”) over our network. Very simply this means that customers may not use or permit others to use our network to transact in UCE. Customers may not host, or permit hosting of, sites or information that is advertised by UCE from other networks. Violations of this policy carry severe penalties, including termination of service.

a. Violations due to the practice or UCE will result in severe penalties. Upon notification of an alleged violation of our UCE policy, will initiate an immediate investigation (within 48 hours of notification). During the investigation, we may restrict customer access to the network to prevent further violations. If a customer is found to be in violation of our UCE policy, SIMPLY HADDAD may, at its sole discretion, restrict, suspend or terminate customer’s account.

b. SIMPLY HADDAD further, reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. The Company will notify law enforcement officials if the violation is believed to be a criminal offense.

c. As our Customers are ultimately responsible for the actions of their clients over the network, it is advisable that Customers develop a similar, or stricter, policy for their clients.

11. Network

a. IP Address Ownership

If SIMPLY HADDAD assigns Customer an Internet Protocol address for Customer’s use, the right to use that Internet Protocol address shall belong only to SIMPLY HADDAD, and Customer shall have no right to use that Internet Protocol address except as permitted by in its sole discretion in connection with the Services, during the term of this Agreement SIMPLY HADDAD shall maintain and control ownership of all Internet Protocol numbers and addresses that may be assigned to Customer by , and reserves the right to change or remove any and all such Internet Protocol numbers and addresses, in its sole and absolute discretion. Our allocation of IP addresses is limited by ARIN’s new policies. These new policies state that use of IP addresses for IP based virtual hosts will not be accepted as justification for new IP addresses. What this means to you is that you MUST use name-based hosting where possible. We will periodically review IP address usage, and if we find that clients are using IP addresses where name-based hosting could be used, we will revoke authorization to use those IP addresses that could be used with name-based hosting.

b. Bandwidth Usage:

SIMPLY HADDAD will monitor Customer’s bandwidth. SIMPLY HADDAD shall have the right to take corrective action if Customer’s usage negatively impacts other clients.

c. System and Network Security

Users are prohibited from violating or attempting to violate the security of the Network. Violations of system or network security may result in civil or criminal liability. SIMPLY HADDAD will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. These violations include, without limitation:

i. Accessing data not intended for such User or logging into a server or account, which such User is not authorized to access.

ii. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.

iii. Attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, “flooding”, “mail bombing” or “crashing”.

iv. Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.

v. Taking any action in order to obtain services to which such User is not entitled.

12. Notification of Violation

SIMPLY HADDAD is under no duty to look at each customer’s or user’s activities to determine if a violation of the AUP has occurred, nor do we assume any responsibility through our AUP to monitor or police Internet-related activities.

a. First violation

Any User, which determines to have violated any element of this Acceptable Use Policy, shall receive an email, warning them of the violation. The service may be subject at SIMPLY HADDAD’s discretion to a temporary suspension pending a User’s agreement in writing, to refrain from any further violations.

b. Second Violation

Users that have been determined to have committed a second violation of any element of this Acceptable Use Policy shall be subject to immediate suspension or termination of service without further notice.

We reserve the right, to drop the section of IP space involved in Spam or Denial-of-Service complaints if it is clear that the offending activity is causing great harm to parties on the Internet. In particular, if open relays are on your network or a customer’s network, or if denial of service attacks are originating from your network. In certain rare cases, we may have to do this before attempting to contact you. If we do this, we will contact you as soon as is feasible.

13. Suspension of Service or Cancellation

SIMPLY HADDAD reserves the right to suspend network access to any customer if in the judgment of the network administrators the customer’s server is the source or target of the violation of any of the other terms of the AUP or for any other reason which SIMPLY HADDAD chooses. If inappropriate activity is detected, all accounts of the Customer in question will be deactivated until an investigation is complete. Prior notification to the Customer is not assured. In extreme cases, law enforcement will be contacted regarding the activity. The customer will not be credited for the time the customer’s machines were suspended.

14. Amendments to Policies

SIMPLY HADDAD reserves the right to amend its policies at any time. All Networks, Sub-Networks, Network Accounts, Managed and Unmanaged servers of SIMPLY HADDAD must adhere to the above policies. Failure to follow any term or condition will be grounds for immediate Cancellation. You will be held responsible for the actions of your clients in the matter described on these Terms and conditions. Therefore, it is in your best interest to implement a similar or stricter Terms and conditions or otherwise called Acceptable Terms of use policy.

15. Indemnification

SIMPLY HADDAD wishes to emphasize that in agreeing to the SIMPLY HADDAD Acceptable Use Policy (“AUP”), Terms of Service (“TOS”) and Terms of Use (“TOU”), you as the customer indemnifies SIMPLY HADDAD for any violation of the Acceptable Use Policy (“AUP”), Terms of Service (“TOS”) and Terms of Use (“TOU”) that results in loss to SIMPLY HADDAD or the bringing of any claim against SIMPLY HADDAD by any third-party. This means that if SIMPLY HADDAD is sued because of a customer’s or a customer of a customer’s activity or a customer’s employee/s or a customer’s contractor/s or a customer’s consultant/s, the customer will pay any damages awarded against SIMPLY HADDAD, plus all costs and attorney’s fees.

16. Nature of Service

Customer acknowledges that the service provided is of such a nature that service can be interrupted for many different reasons and interruptions can be prolonged due to external or internal events. Therefore, subscriber agrees that the SIMPLY HADDAD shall not be liable for any damages arising from such loss of service for any reason. In no event shall the company be liable for any special or consequential damages, loss or injury.

17. Miscellaneous Provisions

a. You must provide us with, and keep current, good contact information for you. E-mail, fax, and telephone contacts are used, in that order of preference.

b. A waiver by the Company of any breach of any provision of this Agreement by Subscriber shall not operate as or be construed as a continuing or subsequent waiver thereof or as a waiver of any breach of any other provision thereof.

c. Subscriber shall not transfer or assign this Agreement without the prior written consent of the Company. SIMPLY HADDAD may assign this Agreement at anytime without consent from or notice to Subscriber. SIMPLY HADDAD reserves right to cancel customers rights under this contract at anytime without further obligation.

d. SIMPLY HADDAD takes no responsibility for any material input by others and not posted to the SIMPLY HADDAD Network by SIMPLY HADDAD.

e. SIMPLY HADDAD is not responsible for the content of any other websites linked to the SIMPLY HADDAD Network; links are provided as Internet navigation tools only. SIMPLY HADDAD disclaims any responsibility for any such inappropriate use and any liability to any person or party for any other person or party’s violation of this policy.

f. SIMPLY HADDAD is not responsible for any damages your business may suffer.

g. SIMPLY HADDAD does not make implied or written warranties for any of our services.

h. SIMPLY HADDAD denies any warranty or merchantability for a specific purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by SIMPLY HADDAD.

18. Responsibility for Content

You, as a customer of SIMPLY HADDAD’s domain and hosting related services, are solely responsible for the content stored on and served by your SIMPLY HADDAD Network Account and/or Server.

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TERMS OF SERVICE (“TOS” for SUPPORT, MAINTENANCE AND CONSULTATION SERVICES)

SIMPLY HADDAD — Tue, 19 May 2009 16:41:41 +0000

SIMPLY HADDAD general policy is to act as a neutral provider of access to the global Internet and to provide relevant Support, Maintenance and Consultation Services (collectively referred to as “Support Services”).

SIMPLY HADDAD reserves the right to suspend or cancel a customer’s (referred to as “Subscriber” or “Subscribers” or “Customer” or “Customers”) access to any or all services provided by SIMPLY HADDAD when SIMPLY HADDAD decides that the account has been used inappropriately.
SIMPLY HADDAD (referred to as “The Company” or “SIMPLY HADDAD (TM)” or “SIMPLY HADDAD”) agrees to furnish Support, Maintenance and Consultation related services to the Subscriber, subject but not limited to the following TOS (“Terms of Service”).

BY CONTACTING SIMPLY HADDAD FOR SUPPORT, MAINTENANCE AND/OR CONSULTATION SERVICES OFFERED UNDER A SERVICE PLAN REFERENCED BELOW (“SERVICE PLAN”) OR REGISTERING A SERVICE PLAN WITH SIMPLY HADDAD, THE INDIVIDUAL OR ENTITY (“CUSTOMER”) AGREES THAT THE FOLLOWING TERMS AND CONDITIONS (“TERMS AND CONDITIONS”) GOVERN THE DELIVERY OF SUPPORT, CONSULTATION AND MAINTENANCE SERVICES UNDER THE APPLICABLE SERVICE PLAN. IF CUSTOMER DOES NOT AGREE TO THESE TERMS AND CONDITIONS, CUSTOMER SHOULD NOT CONTACT SIMPLY HADDAD OR REGISTER THE SERVICE PLAN. TO CANCEL A PURCHASED SERVICE PLAN AND RECEIVE A REFUND OF ANY MONEYS PAID, CUSTOMER SHOULD CONTACT SIMPLY HADDAD, AS DESCRIBED BELOW. A SERVICE PLAN WILL BE EFFECTIVE WHEN SIMPLY HADDAD ACCEPTS CUSTOMER’S REGISTRATION (“EFFECTIVE DATE”).

1. Disclosure

2. Service Rates

3. Services

Upon acceptance of Customer’s registration, SIMPLY HADDAD will provide support services (“Support Services”) on SIMPLY HADDAD software products or related technologies (“Supported Products”) for the applicable Service Plan, all as described at the following online webpage: http://www.simplyhaddad.com – (“Service Plan Support Page”) inclusive of Legal Editorial pages located here: http://simplyhaddad.net/editorial (“Legal Editorials”). SIMPLY HADDAD reserves the right to amend the Support Services provided and/or Supported Products covered under a Service Plan and Legal Editorials, at any time, by posting updates to the Service Plan Support Page and Legal Editorials page.

SIMPLY HADDAD will not amend the Support Services and/or Supported Products in a way that

i. reduces the level of effort SIMPLY HADDAD provides under the Support Services, or

ii. materially impacts SIMPLY HADDAD’s obligation to deliver the Support Services, or

iii. materially impacts the rights that Customer receives under the Support Services.

The terms described at the Service Plan Support Page are incorporated into these Terms and Conditions. In the event of any inconsistencies between the terms in this document and the terms at the Service Plan Support Page, the terms at the Service Plan Support Page will govern.

4. Limitations

i. Support Incidents.

Service Plans are provided in single, multiple or unlimited Support Incident packages. A Support Incident is a specific, discrete problem whose origin can be isolated to a single cause. SIMPLY HADDAD will make reasonable efforts to resolve a Support Incident but does not guarantee that Support Incidents will be resolved. SIMPLY HADDAD, in its sole discretion, will determine what constitutes a Support Incident and to the extent permitted by law if the Support Incident is resolved. Generally, a Support Incident is resolved when Customer receives one of the following:

a) information that resolves the problem;

b) information on how to obtain a software solution that will resolve the problem;

c) notice that the problem is caused by a known, unresolved issue or an incompatibility issue with a Recommended, Maintained or Supported Product;

d) information that identifies the problem as being resolved by upgrading to a newer release of the Recommended, Maintained or Supported Product; or

e) notice that the problem has been identified as a hardware equipment issue. Under a Service Plan with multiple Support Incidents, each new Support Incident contact made by Customer will decrease the remaining number of eligible Support Incidents.

ii. Response Times.

SIMPLY HADDAD will make reasonable efforts to respond to a Support Service request within a reasonable time or within the response time described under an applicable Service Plan (“Response Time”), whichever occurs first, but does not guarantee that a response will be provided within a specific time period. All Response Times are measured in accordance with the Service Plan’s Hours of Operations described on the Service Plan Support Page. Support Services are provided in English only, unless otherwise specified, to a single person or to multiple persons designated by Customer at time of registration and as allowed under the Service Plan.

iii. Current Release.

Unless otherwise specified, all Recommended, Maintained or Supported Products must be at their most current release level.

iv. Use.

Support Services are not intended for use in the operation of nuclear facilities, aircraft navigation, communication systems, air traffic control machines or other activities in which the failure of the Support Services to attain a desired result could lead to death, personal injury, or severe physical or environmental damage.

v. Abandoned Equipment.

Customer agrees that any equipment, facilities modification, or Client provided infrastructure or services that remain in the service area, impound area or SIMPLY HADDAD Offsite Servicing location for more than sixty (60) days beyond termination, regardless of reason or ownership of said items, shall be deemed to be abandoned and SIMPLY HADDAD shall have the right to remove and or dispose of said equipment, modifications or infrastructure or services at its sole discretion. If you were to owe SIMPLY HADDAD for the services provided, your equipment will be held as collateral until all obligations are met.

5. Exclusions

Unless otherwise specified in the Service Plan, SIMPLY HADDAD will not be obligated to provide Support or and/or Maintenance Services relating to problems or issues arising out of or from

a) issues that could be resolved by upgrading a Recommended, Maintained or Supported Product;

b) the use or modification of a Recommended, Maintained or Supported Product in a manner for which the Supported Product is not intended to be used or modified;

c) third-party products or technologies and their effects on or interactions with a Recommended, Maintained or Supported Product;

d) damage to the media on which a Recommended, Maintained or Supported Product is provided, or to the computer on which a Recommended, Maintained or Supported Product is installed;

e) use of a computer system that is incompatible with a Recommended, Maintained or Supported Product; and

f) issues relating to scripting, FX scripting, programming, compiling, debugging, infrastructure design, content creation, content customization, multimedia project planning/design, resource management, budgeting, training, or other issues not within the scope of the Support Services described under a Service Plan.

6. Customer Responsibilities

To receive Support Services, Customer must register the Service Plan and follow the access instructions provided by SIMPLY HADDAD. Customer is responsible for all fees in establishing and maintaining email and telephone communications with SIMPLY HADDAD. Customer will cooperate with SIMPLY HADDAD when seeking Support Services by providing information necessary to assist SIMPLY HADDAD diagnose an issue. Customer is responsible for any and all restoration or reconstruction of lost or altered files, data, or programs. Customer will maintain and implement a complete data backup and disaster recovery plan. Customer is solely responsible for any and all security of its confidential, proprietary or classified information. Customer will have a reasonable understanding of the Recommended, Maintained or Supported Products for which it seeks Support Service and the computer system that it is operating on. Customer may not transfer Recommended, Maintained or Supported Services to a third party. Support Services are provided for the internal use of Customer only, and any unauthorized distribution of the Support Services will be grounds for immediate termination of these Terms and Conditions. Customer will take reasonable measures to prevent the unauthorized distribution and use of Support Services. Customer will not abuse its receipt or use of Support Services, including but not limited to, accessing Support Services for issues that have already been resolved.

7. Disclaimer of Warranty

ALTHOUGH SIMPLY HADDAD CANNOT GUARANTEE THAT A SUPPORT INCIDENT WILL BE RESOLVED, SIMPLY HADDAD WILL MAKE REASONABLE EFFORTS TO PERFORM SUPPORT SERVICES UNDER THE SERVICE PLAN IN A PROFESSIONAL MANNER. TO THE EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTY AND REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS OR IMPLIED. AS PERMITTED BY APPLICABLE LAW, SIMPLY HADDAD SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES, RELATED TO OR ARISING IN ANY WAY OUT OF THESE TERMS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, SIMPLY HADDAD’S LIABILITY UNDER THESE TERMS AND CONDITIONS IS LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICE PLAN ORDERED BY CUSTOMER. IN NO EVENT SHALL SIMPLY HADDAD HAVE ANY LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOSS OF DATA, LOSS OF USE OR EQUIPMENT OR FACILITIES, OR INTERRUPTION OF BUSINESS, ARISING IN ANY WAY OUT OF THESE TERMS AND CONDITIONS UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT SIMPLY HADDAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

IF CUSTOMER IS COVERED BY CONSUMER PROTECTION LAWS OR REGULATIONS IN ITS COUNTRY OF PURCHASE OR, IF DIFFERENT, ITS COUNTRY OF RESIDENCE, THE BENEFITS CONFERRED BY THESE TERMS AND CONDITIONS ARE IN ADDITION TO ALL RIGHTS AND REMEDIES CONVEYED BY SUCH CONSUMER PROTECTION LAWS AND REGULATIONS. SOME COUNTRIES, STATES AND PROVINCES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSIONS OR LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. THESE TERMS AND CONDITIONS GIVE CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS THAT VARY BY COUNTRY, STATE OR PROVINCE.

9. Terms and Termination

Unless terminated earlier in accordance with this section, a Service Plan will continue for a term of twelve (12) months from the Effective Date or until all Support Incidents are used, whichever occurs first (unless otherwise authorized by SIMPLY HADDAD in writing). SIMPLY HADDAD may terminate a Service Plan at any time

a) if after providing Customer no less than fifteen (15) days prior written notice, Customer fails to pay fees due for a Service Plan, or

b) if after providing Customer no less than thirty (30) days prior written notice, Customer fails to cure a breach of these Terms and Conditions, or

c) if Customer breaches a term of any software license agreement governing the use of software provided under a Service Plan. Except as otherwise provided by law and provided no Support Services have been received by Customer, Customer may cancel a Service Plan for any reason within thirty (30) days of the Service Plan’s purchase date or Effective Date, whichever occurs later, and receive a refund of all sums paid. Refund requests must be sent in writing, together with applicable proof of purchase to the Refund Contact address identified.

Sections 7, 8 and 12 will survive termination of these Terms and Conditions for any reason.

IT IS AGREED THAT THESE TERMS AND CONDITIONS ARE GOVERNED BY THE LAWS OF THE COUNTRY OF PURCHASE OR, IF DIFFERENT, THE COUNTRY OF RESIDENCE, AND THE COURTS OF THE RESPECTIVE COUNTRIES WILL HAVE JURISDICTION OVER THE MATTER.

10. Additional Services or Software

Any additional services provided, as part of a Service Plan will be governed by these Terms and Conditions. In the event that Support Services are provided at a Customer’s location as part of a Service Plan, Customer will ensure that SIMPLY HADDAD is granted access to the location at the arranged time and will secure a safe working environment sufficient for SIMPLY HADDAD to perform the Support Services. In the event that Customer consents to SIMPLY HADDAD providing Support Services via remote computer access, Customer agrees to grant SIMPLY HADDAD permission to access all computer systems on which the Supported Product resides for the purpose of providing the Support Services. In the event that software is provided as part of a Service Plan, such software is the copyrighted works of SIMPLY HADDAD and/or its licensors. Customer may install, reproduce, and use the software exclusively for the purpose of supporting the Supported Products, but, except as permitted by applicable law, may not decompile, reverse engineer, modify, rent, lease, loan or create derivative works in the software. If the software is subject to the terms of a separate license agreement, the terms of the separate license agreement will govern the use of the software. Any software that is made available to the United States Government under these Terms and Conditions is classified as “restricted computer software” as defined in clause 52.227-19 of the FAR. The United States Government’s rights to the software are as provided in clause 52.227-19 of the FAR.

11. Data Protection

Customer agrees and understands that it is necessary for SIMPLY HADDAD to collect, process and use Customer data in order to perform the service and support obligations under the Service Plan. This may include transferring Customer data to affiliated companies or service providers in accordance with the terms of the SIMPLY HADDAD Privacy Policy. SIMPLY HADDAD will protect Customer’s information in accordance with the SIMPLY HADDAD Customer Privacy Policy available at the Privacy Policy webpage. If Customer wishes to have access to the information that SIMPLY HADDAD holds concerning it or if Customer wants to make any changes, Customer may update the personal contact preferences by accessing the Privacy Update webpage identified. SIMPLY HADDAD may record part or all of the calls between Customer and SIMPLY HADDAD for training, quality assurance and reference purposes.

12. General

Customer may not assign its rights or obligations under a Service Plan. Any unauthorized assignment will be void. SIMPLY HADDAD will not be liable for performance delays or for non-performance, due to causes beyond its reasonable control. A waiver of any breach or default under these Terms and Conditions shall not constitute a waiver of any subsequent breach or default. If a court of competent jurisdiction holds that any provision of these Terms and Conditions is invalid or unenforceable, the remaining portions will remain in full force and effect, and the parties will replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the parties and economic effect of the Terms and Conditions. These Terms and Conditions, including any additional terms referenced herein, constitute the entire agreement between SIMPLY HADDAD and Customer with regard to the Service Plan and the Support Services provided hereunder and supersedes all prior negotiations, agreements, and understandings with respect to the subject matter, and no addition to or deletion from or modification of any of the provisions hereto shall be binding upon SIMPLY HADDAD unless made in writing and signed by an authorized representative of SIMPLY HADDAD. Any term or condition on any order or other document submitted by Customer shall be of no force or effect whatsoever, and is specifically rejected.

13. Indemnification

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COPYRIGHT POLICY (“CP”)

SIMPLY HADDAD — Tue, 19 May 2009 16:39:51 +0000

All editorial content, including but not limited to Text, Graphics, Logos, Designs, Taglines and Artwork (collectively referred to as “content”) on our sites are protected by Singapore and U.S. Copyright Laws, International Treaties and other applicable copyright laws and may not be copied without the express permission of SIMPLY HADDAD ™, which reserves all rights. Reuse of any of SIMPLY HADDAD content for any purpose without SIMPLY HADDAD permission is strictly prohibited.

The SIMPLY HADDAD Corporate Logo (Letters “SH” embedded in a circular border) is a mark of SIMPLY HADDAD.

1. Permission

Permission to use SIMPLY HADDAD content is granted on a case-by-case basis. SIMPLY HADDAD welcomes requests. Please visit our view our Permissions and Reproductions Policy for further details.

2. Third Party and User Copyrights

Works and relevant content that have been produced, reproduced and published by users, editors, publishers and authors on our Websites, Web Presences and Brand Sites(collectively known as ‘SIMPLY HADDAD Websites’)are protected by U.S. copyright, international treaties, and other applicable copyright laws and may not be copied without the express permission of SIMPLY HADDAD, which reserves all rights.

3. Advertising

As a regular part of our business, SIMPLY HADDAD displays advertisements and product listings from a wide variety of companies and businesses. SIMPLY HADDAD is not in a position to arbitrate disputes between the owners of intellectual property rights and companies who advertise or list their products on our sites.

4. Intellectual Property (“IP”) Violation

As a courtesy to owners of intellectual property rights, we are willing to perform a limited investigation of reasonable complaints. However, we provide no guarantee that we will remove the allegedly infringing materials from our site.

We encourage the owners of intellectual property rights who believe their rights are being infringed by a company who advertises or lists its products on our site to resolve their disputes directly with that company.

If you believe that your intellectual property rights have been violated by SIMPLY HADDAD or by a third party who has included material on our sites, please provide the following information to the SIMPLY HADDAD, through the corresponding sites “Contact Us” form:

1. A description of the copyrighted work or other intellectual property that you claim has been infringed;

2. A description of where the material that you claim is infringing is located on the site;

3. An address, a telephone number, and an e-mail address where SIMPLY HADDAD can contact you and, if different, an e-mail address where the alleged infringing party, if not SIMPLY HADDAD, can contact you;

4. A statement that you have a good-faith belief that the use is not authorized by the copyright or other intellectual property rights owner, by its agent, or by law;

5. A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner’s behalf;

6. Your electronic or physical signature.

It is often difficult to determine if your intellectual property rights have been violated. We may request additional information before we remove any infringing material. We may provide the alleged infringing party with your e-mail address so that that person can respond to your allegations. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter.

5. Removal of Material based on a Complaint

SIMPLY HADDAD will provide you with notice if your materials are removed due to alleged infringement of a third party’s intellectual property rights. We will also provide you with the e-mail address of the complaining party so that you may attempt to resolve the issue. We will restore your materials upon notification from the complaining party that the dispute has been resolved.

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PRIVACY POLICY (“PP”)

SIMPLY HADDAD — Tue, 19 May 2009 16:22:28 +0000

SIMPLY HADDAD ™respects the privacy of every individual who visits our websites. This Privacy Policy outlines the information SIMPLY HADDAD websites, web presences and brand sites(collectively known as ‘SIMPLY HADDAD Websites’), may collect and how we may use that information.

1. Personal Data

SIMPLY HADDAD will not collect any personally-identifiable information about you (e.g., your name, address, telephone number or email address (“Personal Data”) through our websites unless you have provided it to us voluntarily. If you do not want your Personal Data collected, please do not submit it to us.

When you do provide us with Personal Data, we may use that information in the following ways, unless stated otherwise: we may store and process that information to better understand your needs and how we can improve our products and services; we (or a fulfillment house or other third party on our behalf in connection with a promotion) may use that information to contact you; and/or we may provide other third parties with aggregate – but not individual – information about visitors to or users of our sites. We do not now and do not intend to sell, rent or market Personal Data about you to third parties.

Parents should be aware that SIMPLY HADDAD’s Privacy Policy will govern our use of Personal Data, but that information which is voluntarily given by children — or others – in email exchanges or the like may be used by other parties to generate unsolicited mail. SIMPLY HADDAD encourages all parents to instruct their children in the safe and responsible use of their Personal Data while using the Internet.

2. Additional Information Collected Automatically

In some cases, we may automatically (i.e., not via registration) collect technical information when you connect to our site that is not personally-identifiable. Examples of this type of information include the type of Internet Browser you are using, the type of computer operating system you are using and the domain name of the website from which you linked to our site.

3. Information Placed Automatically on Your Computer (“Cookies”)

When you view one of our websites, we may store some information on your computer. This information will be in the form of a “Cookie” or similar file and can help us in many ways. For example, Cookies allow us to tailor a website to better match your interests and preferences. With most Internet Browsers, you can erase Cookies from your computer hard drive, block all Cookies or receive a warning before a Cookie is stored. Please refer to your Browser instructions or help screen to learn more about these functions.

PERMISSIONS AND REPRODUCTIONS POLICY (“PRP”) Personal, Non-Commercial use You may download, and print a limited amount of SIMPLY HADDAD ™...
COPYRIGHT POLICY (“CP”) All editorial content, including but not limited to Text, Graphics, Logos, Designs, Taglines and Artwork...
ACCEPTABLE USE POLICY (“AUP”) SIMPLY HADDAD maintains a general policy to act as a neutral provider of access to...

ACCEPTABLE USE POLICY (“AUP”)

SIMPLY HADDAD — Tue, 19 May 2009 16:04:23 +0000

SIMPLY HADDAD maintains a general policy to act as a neutral provider of access to the global Internet.

SIMPLY HADDAD reserves the right to suspend or cancel a customer’s access to any or all services provided by SIMPLY HADDAD when SIMPLY HADDAD decides that the account has been used inappropriately.

The following are considered violations of SIMPLY HADDAD Acceptable Use Policy (referred to as “AUP”),

1. Illegal use

SIMPLY HADDAD’s services may not be used for illegal purposes, or in support of illegal activities. SIMPLY HADDAD reserves the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrongdoing.

2. Publishing, FTP and Web Content

SIMPLY HADDAD does not allow the following content (including but not limited to text, images, graphics, animations, movies, videos and scripts, collectively referred to as “content”) and links to content depicting the following on our Networks and Servers,

a. Pornographic, Sexually Explicit or Violent Content.

b. Content Illegal by nature.

c. Pirated Software Sites.

The customer may not use the hosting account provided as a remote storage solution. 75% of the content located in the customers hosting account must be associated and links with web applications.

3. Threats

Use of the SIMPLY HADDAD service to transmit any material (by e-mail, uploading, posting or otherwise) that threatens or encourages bodily harm or destruction of property.

4. Harassment

Use of the SIMPLY HADDAD service to transmit any material (by e-mail, uploading, posting or otherwise) that harasses another.

5. Forgery or Impersonation

Adding, removing or modifying identifying network header information in an effort to deceive or mislead is prohibited. Attempting to impersonate any person by using forged headers or other identifying information is prohibited. The use of anonymous remailers or nicknames does not constitute impersonation.

6. Fraudulent activity

Use of SIMPLY HADDAD service to make fraudulent offers to sell or buy products, items, or services, or to advance any type of financial scam such as “pyramid schemes” and “chain letters”.

7. Unsolicited Commercial Email / Unsolicited Bulk Email (“UCE” or “SPAM”)

Use of the SIMPLY HADDAD service to transmit any unsolicited commercial or unsolicited bulk e-mail is expressly prohibited. Violations of this type will result in the immediate termination of the offending SIMPLY HADDAD account.

IMPORTANT NOTICE

Anyone hosting websites or services on their server that support spammers or cause any of our IP space to be listed in any of the various Spam Databases will have their server immediately removed from our network. The server will not be reconnected until such time that you agree to remove ANY and ALL traces of the offending material immediately upon reconnection and agree to allow us access to the server to confirm that all material has been COMPLETELY removed. Severe violations may result in immediate and permanent removal of the server from our network without notice to the customer. Any server guilty of a second violation WILL be immediately and permanently removed from our network without notice.

8. E-mail / News Bombing

Malicious intent to impede another person’s use of electronic mail services or news will result in the immediate termination of the offending SIMPLY HADDAD account.

9. E-mail / Message Forging

Forging any message header, in part or whole, of any electronic transmission, originating or passing through the SIMPLY HADDAD service is in violation of this AUP.

10. Usenet SPAMing

SIMPLY HADDAD has a zero tolerance policy for the use of its network for the posting of messages or commercial advertisements, which violate the rules, regulations, FAQ or charter of any newsgroups or mailing list. Commercial messages that are appropriate under the rules of a newsgroup or mailing list or that are solicited by the recipients are permitted.

11. Unauthorized Access

Use of the SIMPLY HADDAD service to access, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of SIMPLY HADDAD’s or another entity’s computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data, is expressly prohibited and the offending SIMPLY HADDAD account is subject to immediate termination.

12. Copyright or Trademark Infringement

Use of the SIMPLY HADDAD service to transmit any material (by e-mail, uploading, posting or otherwise) that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any third party, including, but not limited to, the unauthorized copying of copyrighted material, the digitization and distribution of photographs from magazines, books, or other copyrighted sources, and the unauthorized transmittal of copyrighted software.

13. Collection of personal data

Use of the SIMPLY HADDAD service to collect, or attempt to collect, personal information about third parties without their knowledge or consent.

14. Network disruptions and unfriendly activity

Use of the SIMPLY HADDAD service for any activity which affects the ability of other people or systems to use SIMPLY HADDAD Services or the Internet. This includes “denial of service” (DOS) attacks against another network host or individual user. Interference with or disruption of other network users, services or equipment is prohibited. It is the Member’s responsibility to ensure that their network is configured in a secure manner. A Subscriber may not, through action or inaction, allow others to use their network for illegal or inappropriate actions. A Subscriber may not permit their network, through action or inaction, to be configured in such a way that gives a third party the capability to use their network in an illegal or inappropriate manner. Unauthorized entry and/or use of another company and/or individual’s computer system will result in immediate account termination. SIMPLY HADDAD will not tolerate any subscriber attempting to access the accounts of others, or penetrate security measures of other systems, whether or not the intrusion results in corruption or loss of data.

15. Fraud

Involves a knowing misrepresentation or misleading statement, writing or activity made with the intent that the person receiving it will act upon it.

16. Copyrights

Infringement of Copyright, Patent, Trademark, Trade Secret, or Intellectual Property Right: Distribution and/or posting of copyrighted or the aforementioned infringements will not be tolerated.

17. Distribution of Viruses

Intentional distributions of software that attempts to and/or causes damage, harassment, or annoyance to persons, data, and/or computer systems are prohibited. Such an offense will result in the immediate termination of the offending account.

18. Inappropriate Use of Software

Use of software or any device that would facilitate a continued connection, i.e. pinging, while using SIMPLY HADDAD services could result in suspension service.

19. Third Party Accountability

SIMPLY HADDAD subscribers will be held responsible and accountable for any activity by third parties, using their account, which violates guidelines created within the Acceptable Use Policy (“AUP”).

20. Torrent Trackers

Accounts may not be used as torrent trackers of any kind. This includes torrent trackers of legitimate content.

21. Proxy Scripts

Accounts may not run proxy scripts of any kind such as, but not limited to, PHPProxy or CGIProxy.

22. Chat Scripts

Accounts may not run chat scripts of any kind. This includes shout boxes and chat rooms but is not limited to just them.

PERMISSIONS AND REPRODUCTIONS POLICY (“PRP”) Personal, Non-Commercial use You may download, and print a limited amount of SIMPLY HADDAD ™...
PRIVACY POLICY (“PP”) SIMPLY HADDAD ™respects the privacy of every individual who visits our websites. This Privacy Policy...
Launch of Project Spiffy ™ Project Spiffy Release Singapore, SG- November 04, 2008 – SIMPLY HADDADTM – We’ve done many...

TERMS OF SERVICE (“TOS” for GOOGLE APPS FOR BUSINESS – PREMIER EDITION)

SIMPLY HADDAD — Wed, 21 Jan 2009 14:59:10 +0000

Google Apps for Business Online Agreement

This Google Apps for Business Online Agreement (the “Agreement“) is entered into by and between Google Inc.’ a Delaware corporation’ with offices at 1600 Amphitheatre Parkway’ Mountain View’ California 94043 (“Google“) and the entity agreeing to these terms (“Customer“). This Agreement is effective as of the date you click the “I Accept” button below (the “Effective Date“). If you are accepting on behalf of your employer or another entity’ you represent and warrant that: (i) you have full legal authority to bind your employer’ or the applicable entity’ to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree’ on behalf of the party that you represent’ to this Agreement. If you don’t have the legal authority to bind your employer or the applicable entity’ please do not click the “I Accept” button below. This Agreement governs Customer’s access to and use of the Services.

Services.
- 1.1 Facilities and Data Transfer. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Google stores and processes its own information of a similar type. Google has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data’ protect against anticipated threats or hazards to the security or integrity of Customer Data’ and protect against unauthorized access to or use of Customer Data.As part of providing the Services’ Google may transfer’ store and process Customer Data in the United States or any other country in which Google or its agents maintain facilities. By using the Services’ Customer consents to this transfer’ processing and storage of Customer Data.
- 1.2 Modifications.
  - a. To the Services. Google may make commercially reasonable changes to the Services’ from time to time. If Google makes a material change to the Services’ Google will inform Customer’ provided that Customer has subscribed with Google to be informed about such change.
  - b. To URL Terms. Google may make commercially reasonable changes to the URL Terms from time to time. If Google makes a material change to the URL Terms’ Google will inform Customer by either sending an email to the Notification Email Address or alerting Customer via the Admin Console. If the change has a material adverse impact on Customer and Customer does not agree to the change’ Customer must so notify Google via the Help Center within thirty days after receiving notice of the change. If Customer notifies Google as required’ then Customer will remain governed by the terms in effect immediately prior to the change until the end of the then-current Services Term for the affected Services. If the affected Services are renewed’ they will be renewed under Google’s then current URL Terms.
- 1.3 Customer Domain Name Ownership. Prior to providing the Services’ Google may verify that Customer owns or controls the Customer Domain Names. If Customer does not own’ or control’ the Customer Domain Names’ then Google will have no obligation to provide Customer with the Services.
- 1.4 Ads. The default setting for the Services is one that does not allow Google to serve Ads. Customer may change this setting in the Admin Console’ which constitutes Customer’s authorization for Google to serve Ads. If Customer enables the serving of Ads’ it may revert to the default setting atany time and Google will cease serving Ads.
Customer Obligations.
- 2.1 Compliance. Customer will use the Services in accordance with the Acceptable Use Policy. Google may make new applications’ features or functionality available from time to time through the Services’ the use of which may be contingent upon Customer’s agreement to additional terms. Customer agrees that its use of the Domain Service is subject to its compliance with the Domain Service Terms.
- 2.2 Aliases. Customer is solely responsible for monitoring’ responding to’ and otherwise processing emails sent to the “abuse” and “postmaster” aliases for Customer Domain Names’ but Google may monitor emails sent to these aliases for Customer Domain Names to allow Google to identify Services abuse.
- 2.3 Customer Administration of the Services. Customer may specify one or more Administrators through the Admin Console who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. Customer agrees that Google’s responsibilities do not extend to the internal management or administration of the Services for Customer and that Google is merely a data-processor.
- 2.4 End User Consent. Customer’s Administrators may have the ability to access’ monitor’ use’ or disclose data available to End Users within the End User Accounts. Customer will obtain and maintain all required consents from End Users to allow: (i) Customer’s access’ monitoring’ use and disclosure of this data and Google providing Customer with the ability to do so and (ii) Google to provide the Services.
- 2.5 Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services’ and to terminate any unauthorized use. Customer will promptly notify Google of any unauthorized use of’ or access to’ the Services of which it becomes aware.
- 2.6 Restrictions on Use. Unless Google specifically agrees in writing’ Customer will not’ and will use commercially reasonable efforts to make sure a third party does not: (a) sell’ resell’ lease or the functional equivalent’ the Services to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Services or any component; (c) attempt to create a substitute or similar service through use of’ or access to’ the Services; (d) use the Services for High Risk Activities; or (e) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws.
- 2.7 Third Party Requests. Customer is responsible for responding to Third Party Requests. Google will’ to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer’s reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide Customer with the information or tools required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required to respond to the Third Party Request on its own’ and will contact Google only if it cannot reasonably obtain such information.
Payment.
- 3.1 Payment. All payments due are in U.S. dollars unless otherwise indicated on the Order Page or invoice.
  - a. Credit Card Orders. Fees for Credit Card orders are due immediately upon order placement. Google will bill the credit card provided via the Order Page for all applicable Fees when due. If credit card authorizations or charge attempts are declined’ Google may immediately disable or cancel the Services’ in its sole discretion.
  - b. Invoice Orders. Fees for orders where Google issues an invoice are due upon Customer’s receipt of the invoice’ and are considered delinquent thirty days after the date of the applicable invoice.
- 3.2 Delinquent Payments. Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law’ if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Google in collecting such delinquent amounts’ except where such delinquent amounts are due to Google’s billing inaccuracies.
- 3.3 Taxes. Customer is responsible for any Taxes’ and Customer will pay Google for the Services without any reduction for Taxes. If Google is obligated to collect or pay Taxes’ the Taxes will be invoiced to Customer’ unless Customer provides Google with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to Google’ Customer must provide Google with an official tax receipt or other appropriate documentation to support such payments.
Technical Support Services.
- 4.1 By Customer. Customer will’ at its own expense’ respond to questions and complaints from End Users or third parties relating to Customer’s or End Users’ use of the Services. Customer will use commercially reasonable efforts to resolve support issues before escalating them to Google.
- 4.2 By Google. If Customer cannot resolve a support issue consistent with the above’ then Customer may escalate the issue to Google in accordance with the TSS Guidelines. Google will provide TSS to Customer in accordance with the TSS Guidelines.
Suspension.
- 5.1 Of End User Accounts by Google. If Google becomes aware of an End User’s violation of the Agreement’ then Google may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with Google’s request to Suspend an End User Account’ then Google may do so. The duration of any Suspension by Google will be until the applicable End User has cured the breach which caused the Suspension.
- 5.2 Emergency Security Issues. Notwithstanding the foregoing’ if there is an Emergency Security Issue’ then Google may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If Google Suspends an End User Account for any reason without prior notice to Customer’ at Customer’s request’ Google will provide Customer the reason for the Suspension as soon as is reasonably possible.
Confidential Information.
- 6.1 Obligations. Each party will: (a) protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information’ except to Affiliates’ employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates’ employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement’ while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates’ employees and agents in violation of this Section.
- 6.2 Exceptions. Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.
- 6.3 Required Disclosure. Each party may disclose the other party’s Confidential Information when required by law but only after it’ if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.
Intellectual Property Rights; Brand Features.
- 7.1 Intellectual Property Rights. Except as expressly set forth herein’ this Agreement does not grant either party any rights’ implied or otherwise’ to the other’s content or any of the other’s intellectual property. As between the parties’ Customer owns all Intellectual Property Rights in Customer Data’ and Google owns all Intellectual Property Rights in the Services.
- 7.2 Display of Brand Features. Google may display only those Customer Brand Features authorized by Customer (such authorization is provided by Customer uploading its Brand Features into the Services)’ and only within designated areas of the Service Pages. Customer may specify the nature of this use using the Admin Console. Google may also display Google Brand Features on the Service Pages to indicate that the Services are provided by Google. Neither party may display or use the other party’s Brand Features beyond what is allowed in this Agreement without the other party’s prior written consent.
- 7.3 Brand Features Limitation. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party’s right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.
Publicity. Neither party may make any public statement regarding the relationship contemplated by this Agreement without the other party’s prior written consent.
Representations’ Warranties and Disclaimers.
- 9.1 Representations and Warranties. Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision’ or use’ of the Services’ as applicable (including applicable security breach notification law). Google warrants that it will provide the Services in accordance with the applicable SLA.
- 9.2 Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW’ EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN’ NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND’ WHETHER EXPRESS’ IMPLIED’ STATUTORY OR OTHERWISE’ INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY’ FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. GOOGLE MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS’ INCLUDING EMERGENCY SERVICES CALLS’ OVER PUBLICLY SWITCHED TELEPHONE NETWORKS.
Term
- 10.1 Agreement Term. This Agreement will remain in effect for the Term.
- 10.2 Services Term and Purchases During Services Term. Google will provide the Services to Customer during the Services Term. Unless the parties agree otherwise in writing’ End User Accounts purchased during any Services Term will have a prorated term ending on the last day of that Services Term
- 10.3 Auto-Renewal. At the end of each Services Term’ the Services (and all End User Accounts previously purchased) will automatically renew for an additional Services Term of twelve months by default. Customer will pay Google the then-current yearly Fees for each renewed End User Account unless Customer and Google mutually agree otherwise. Customer may alter the number of End User Accounts to be renewed by communicating the appropriate number of accounts to be renewed to Google via the Admin Console. If Google does not want the Services to renew’ then it will provide Customer written notice to this effect at least fifteen days prior to the end of the then current Services Term. This notice of non renewal will be effective upon the conclusion of the then current Services Term.
- 10.4 Disabling Automatic Renewal. Customer may disable the automatic renewal option via the Admin Console. If Customer disables this automatic renewal setting’ Customer’s End User Accounts will terminate upon the conclusion of the then current term. Google may re-enable the automatic renewal setting on Customer’s behalf if Customer reduces or modifies the number of End User Accounts scheduled for renewal via the Admin Console.
- 10.5 Requesting End User Accounts. Customer may request End User Accounts by: (i) notifying its designated Google Account Manager; or (ii) ordering End User Accounts via the Admin Console.
- 10.6 Revising Rates. Google may revise its rates for the following Services Term by providing Customer written notice (which may be by email) at least thirty days prior to the start of the following Services Term.
Termination.
- 11.1 Termination for Breach. Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.
- 11.2 Effects of Termination. If this Agreement terminates’ then: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section); (ii) Google will provide Customer access to’ and the ability to export’ the Customer Data for a commercially reasonable period of time at Google’s then-current rates for the applicable Services; (iii) after a commercially reasonable period of time’ Google will delete Customer Data by removing pointers to it on Google’s active and replication servers and overwriting it over time; and (iv) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party.
Indemnification.
- 12.1 By Customer. Customer will indemnify’ defend’ and hold harmless Google from and against all liabilities’ damages’ and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim: (i) regarding Customer Data or Customer Domain Names; (ii) that Customer Brand Features infringe or misappropriate any patent’ copyright’ trade secret or trademark of a third party; or (iii) regarding Customer’s use of the Services in violation of the Acceptable Use Policy.
- 12.2 By Google. Google will indemnify’ defend’ and hold harmless Customer from and against all liabilities’ damages’ and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that Google’s technology used to provide the Services or any Google Brand Feature infringe or misappropriate any patent’ copyright’ trade secret or trademark of such third party. Notwithstanding the foregoing’ in no event shall Google have any obligations or liability under this Section arising from: (i) use of any Services or Google Brand Features in a modified form or in combination with materials not furnished by Google’ and (ii) any content’ information or data provided by Customer’ End Users or other third parties.
- 12.3 Possible Infringement.
  - a. Repair’ Replace’ or Modify. If Google reasonably believes the Services infringe a third party’s Intellectual Property Rights’ then Google will: (a) obtain the right for Customer’ at Google’s expense’ to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe.
  - b. Suspension or Termination. If Google does not believe the foregoing options are commercially reasonable’ then Google may suspend or terminate Customer’s use of the impacted Services. If Google terminates the impacted Services’ then Google will provide a pro-rata refund of the unearned Fees actually paid by Customer applicable to the period following termination of such Services.
- 12.4 General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense’ except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party’s prior written consent’ such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
Limitation of Liability.
- 13.1 Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT’ SPECIAL’ INCIDENTAL’ CONSEQUENTIAL’ EXEMPLARY’ OR PUNITIVE DAMAGES’ EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
- 13.2 Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO GOOGLE HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
- 13.3 Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations’ violations of a party’s Intellectual Property Rights by the other party’ or indemnification obligations.
Miscellaneous.
- 14.1 Notices. Unless specified otherwise herein’ (a) all notices must be in writing and addressed to the attention of the other party’s legal department and primary point of contact and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier’ overnight courier’ or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.
- 14.2 Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party’ except to an Affiliate’ but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.
- 14.3 Change of Control.Upon a change of control (for example’ through a stock purchase or sale’ merger’ or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).
- 14.4 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example’ natural disaster’ act of war or terrorism’ riot’ labor condition’ governmental action’ and Internet disturbance) that was beyond the party’s reasonable control.
- 14.5 No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
- 14.6 Severability. If any provision of this Agreement is found unenforceable’ the balance of the Agreement will remain in full force and effect.
- 14.7 No Agency. The parties are independent contractors’ and this Agreement does not create an agency’ partnership or joint venture.
- 14.8 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
- 14.9 Equitable Relief. Nothing in this Agreement will limit either party’s ability to seek equitable relief.
- 14.10 Governing Law. This Agreement is governed by California law’ excluding that state’s choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT’ THE PARTIES CONSENT TO PERSONAL JURISDICTION IN’ AND THE EXCLUSIVE VENUE OF’ THE COURTS IN SANTA CLARA COUNTY’ CALIFORNIA.
- 14.11 Amendments.Any amendment must be in writing and expressly state that it is amending this Agreement.
- 14.12 Survival. The following sections will survive expiration or termination of this Agreement: Section 3′ 6′ 7.1′ 11.2′ 12′ 13′ 14 and 15.
- 14.13 Entire Agreement. This Agreement’ and all documents referenced herein’ is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.
- 14.14 Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement’ the documents will control in the following order: the Order Page’ the Agreement’ and the terms located at any URL. If Customer signs a physical agreement with Google to receive the Services’ the physical agreement will override this online Agreement.
- 14.15 Counterparts. The parties may enter into this Agreement in counterparts’ including facsimile’ PDF or other electronic copies’ which taken together will constitute one instrument.
Definitions.
- “Acceptable Use Policy” means the acceptable use policy for the Services available at http://www.google.com/a/help/intl/en/admins/use_policy.html or such other URL as Google may provide.
- “Account Manager” means the Google business person working with Customer regarding Customer’s purchase of the Services.
- “Admin Account(s)” means the administrative account(s) provided to Customer by Google for the purpose of administering the Services. The use of the Admin Account(s) requires a password’ which Google will provide to Customer.
- “Admin Console” means the online tool provided by Google to Customer for use in reporting and certain other administration functions.
- “Administrators” mean the Customer-designated technical personnel who administer the Services to End Users on Customer’s behalf.
- “Ads” means online advertisements displayed by Google to End Users.
- “Affiliate” means any entity that directly or indirectly controls’ is controlled by’ or is under common control with a party.
- “Brand Features” means the trade names’ trademarks’ service marks’ logos’ domain names’ and other distinctive brand features of each party’ respectively’ as secured by such party from time to time.
- “Confidential Information” means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Customer Data is Customer’s Confidential Information.
- “Customer Data” means data’ including email’ provided’ generated’ transmitted or displayed via the Services by Customer or End Users.
- “Customer Domain Names” mean the domain names owned or controlled by Customer’ which will be used in connection with the Services and specified in the Order Page.
- “Domain Service” means a service provided by Google to Customer purely for Customer’s convenience’ where Customer may’ through a Google-provided interface’ register domain names through’ or transfer domain names to’ Registrar Partners (as defined in the Domain Service Terms).
- “Domain Service Terms” means the terms at: http://www.google.com/a/help/intl/en/admins/domain_service_terms.html‘ or other such URL as may be provided by Google.
- “Emergency Security Issue” means either: (a) Customer’s use of the Services in violation of the Acceptable Use Policy’ which could disrupt: (i) the Services; (ii) other customer’s use of the Services; or (iii) the Google network or servers used to provide the Services; or (b) unauthorized third party access to the Services.
- “End Users” means the individuals Customer permits to use the Services.
- “End User Account” means a Google-hosted account established by Customer through the Services for an End User.
- “Export Control Laws” means all applicable export and reexport control laws and regulations’ including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce’ trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control’ and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State.
- “Fees” means the amounts invoiced to Customer by Google for the Services as described in an Order Page.
- “Help Center” means the Google help center accessible at http://www.google.com/support/‘ or other such URL as Google may provide.
- “High Risk Activities” means uses such as the operation of nuclear facilities’ air traffic control’ or life support systems’ where the use or failure of the Services could lead to death’ personal injury’ or environmental damage.
- “Initial Services Term” means the term for the applicable Services beginning on the Service Commencement Date and continuing for twelve months.
- “Intellectual Property Rights” means current and future worldwide rights under patent law’ copyright law’ trade secret law’ trademark law’ moral rights law’ and other similar rights.
- “Notification Email Address” means the email address designated by Customer to receive email notifications from Google. Customer may change this email address through the Admin Console.
- “Order Page” means the online order page Customer completes in signing up for the Services’ and which contains: (i) the Services being ordered; (ii) Fees; (iii) number of’ and Initial Services Term for’ End User Accounts; (iv) a valid credit card; and (v) Customer Domain Names.
- “Purchase Order” means a Customer issued purchase order.
- “Service Commencement Date” is the date upon which Google makes the Services available to Customer’ and will be within one week of Google’s receipt of the completed Order Page’ unless otherwise agreed by the parties.
- “Service Pages” mean the web pages displaying the Services to End Users.
- “Services” means the Google Apps Core Services (e.g. Google Apps Premier Edition or Google Apps for Business) provided by Google and used by Customer under this Agreement. The Services are as described here: http://www.google.com/a/help/intl/en/users/user_features.html‘ or other such URL as may be provided by Google.
- “Services Term” means the Initial Services Term and all renewal terms for the applicable Services.
- “SLA” means the Service Level Agreement located here: http://www.google.com/a/help/intl/en/admins/sla.html‘ or such other URL as Google may provide.
- “Suspend” means the immediate disabling of access to the Services’ or components of the Services’ as applicable’ to prevent further use of the Services.
- “Taxes” means any duties’ customs fees’ or taxes (other than Google’s income tax) associated with the sale of the Services’ including any related penalties or interest.
- “Term” means the term of the Agreement’ which will begin on the Effective Date and continue until the earlier of (i) the end of the last Services Term or (ii) the Agreement is terminated as set forth herein.
- “Third Party Request” means a request from a third party for records relating to an End User’s use of the Services. Third Party Requests can be a lawful search warrant’ court order’ subpoena’ other valid legal order’ or written consent from the End User permitting the disclosure.
- “TSS” means the technical support services provided by Google to the Administrators during the Term pursuant to the TSS Guidelines.
- “TSS Guidelines” means Google’s technical support services guidelines then in effect for the Services. TSS Guidelines are at the following URL: http://www.google.com/a/help/intl/en/admins/tssg.html or such other URL as Google may provide.
- “URL Terms” means the “Acceptable Use Policy’” the “Domain Service Terms’” the “SLA’” and the “TSS Guidelines.”

TERMS OF SERVICE (“TOS” for DESIGN AND DEVELOPMENT SERVICES) Your use of SIMPLY HADDAD (referred to as “The Company” or “SIMPLY HADDAD ™” or...
TERMS OF SERVICE (“TOS” for SUPPORT, MAINTENANCE AND CONSULTATION SERVICES) SIMPLY HADDAD general policy is to act as a neutral provider of access to the...
TERMS OF SERVICE (“TOS” for HOSTING AND DOMAIN RELATED SERVICES) SIMPLY HADDAD general policy is to act as a neutral provider of access to the...