Back Office Geeks
Hosting Terms and Conditions
THESE ARE THE TERMS AND CONDITIONS (THE “AGREEMENT”) APPLICABLE TO THE PURCHASE AND SALE OF HOSTING SERVICES AMONG YOU (“CUSTOMER”, “YOU” OR “YOUR”) AND BACK OFFICE GEEKS.
YOU MAY ELECT TO PURCHASE ADDITIONAL SERVICES FROM BACK OFFICE GEEKS WHICH HAVE THEIR OWN TERMS AND CONDITIONS AGREEMENTS AND ACCEPTABLE USE AGREEMENTS, ASIDE FROM THIS AGREEMENT. THOSE AGREEMENTS WILL BE PRESENTED TO THE CUSTOMER AT THE TIME OF PURCHASE, AND IT IS THE CUSTOMERS’ OBLIGATION TO REVIEW, ACCEPT AND ABIDE BY THOSE AGREEMENTS AS WELL AS THIS AGREEMENT. TERMS AND CONDITIONS FOR ALL OF OUR SERVICES CAN BE FOUND AT: http://backofficegeeks.com/legal/.
Back Office Geeks, will provide Customer with the following services (the “Service”). This Agreement governs your purchase and use, in any manner, of all website hosting, ordered by you and accepted by Back Office Geeks and describes the terms and conditions that apply to such purchase and use of the Services. For purposes of this Agreement, the Hosting Services include the E-Commerce Hosting Services.
- Payment. As consideration for Back Office Geeks providing the Hosting Services hereunder, Customer agrees to pay Back Office Geeks the aggregate monthly fee based on the monthly hosting services and the term selected.
- Provision of Services. Back Office Geeks will provide Customer with the Services ordered that are described in a quote or proposal. Customer understands and agrees that Back Office Geeks will host the website solely in accordance with the information provided by Customer.
- Limited License to the Background Technology. “Background Technology” means computer programming & formatting code or operating instructions developed by or for Back Office Geeks and used to host or operate the website or a Web server in connection with a website. Background Technology includes, but is not limited to, any files necessary to make forms, buttons, check boxes, and similar functions and underlying technology or components, such as style sheets, animation templates, interface programs that link multimedia and other programs, customized graphics manipulation engines, and menu utilities, whether in database form or dynamically driven. Background Technology does not include any Customer Content or any derivatives, improvements, or modifications of Customer Content. Customer may not duplicate or distribute any Background Technology to any third party without the prior written consent of Back Office Geeks. All rights to the Background Technology not expressly granted to Customer hereunder are retained by Back Office Geeks. Without limiting the foregoing, Customer agrees not to reverse-engineer, reverse-assemble, de-compile, or otherwise attempt to derive any source code of the Background Technology, except as allowed by law.
- Limited License to Content. Customer hereby grants to Back Office Geeks the limited, nonexclusive right and license to copy, distribute, transmit, display, perform, create derivative works from, modify, and otherwise use and exploit Customer website, any Customer Content, or any Customer Marks provided to Back Office Geeks hereunder, solely for the purpose of rendering Back Office Geeks’s Services under this Agreement. Such limited right and license shall extend to no other materials or for any other purpose and will terminate automatically upon termination of this Agreement for any reason.
- Content Standards. Customer agrees not to provide Customer Content, and Back Office Geeks will not intentionally provide to Customers any content, that infringes on any third party’s intellectual property or publicity/privacy rights; violates any applicable law or regulation; is defamatory, violent, clearly harmful, or obscene or pornographic or infringes on citizens’ rights; or contains any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage or interfere with any system, data, or personal information. If Customer is international, then Customer agrees to comply with all applicable local and national laws. Back Office Geeks reserves the right to refuse any other subject matter it deems inappropriate.
- Support. Back Office Geeks agrees to provide reasonable technical support to Customer during Back Office Geeks’s normal technical support hours. Back Office Geeks additionally agrees to provide customer service support in the form of e-mail and telephone during Back Office Geeks’s normal customer support hours.
- Term and Termination. This Agreement is effective as of the first day service is rendered and shall continue unless terminated; Back Office Geeks may terminate this Agreement immediately and without notice to Customer if Customer breaches this Agreement; and upon the termination of this Agreement, Customer will pay Back Office Geeks for all Services provided to Customer by Back Office Geeks prior to termination. All other Sections will survive termination of this Agreement.
- Warranty Disclaimer. Except as expressly provided in this Agreement, the Services are provided “as is,” and Back Office Geeks expressly disclaims all warranties and conditions of any kind, express, implied, or statutory, including, without limitation, the implied warranties of title, noninfringement, merchantability, and fitness for a particular purpose. Interruption of Service: You hereby acknowledge and agree that Back Office Geeks will not be liable for any temporary delay, outages or interruptions of the Services. Each party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein. Unless an approval process is specified herein or in a Statement, all Hosting provided by Back Office Geeks to a Customer will be deemed accepted when delivered.
- Indemnity. (a) Customer Indemnity. Customer will defend Back Office Geeks against any third-party claim, action, suit, or proceeding alleging any breach of the covenants. Subject to Section 11, Customer shall indemnify Back Office Geeks for all losses, damages, liabilities, and all reasonable expenses and costs incurred by Back Office Geeks as a result of any such third-party claim, action, suit, or proceeding. (b) Back Office Geeks’s Indemnity. Back Office Geeks will defend Customer against any third-party claim, action, suit, or proceeding alleging any breach of the covenants contained in Section 6. Subject to Sections 11 and 12, Back Office Geeks shall indemnify Customer for all losses, damages, liabilities, and all reasonable expenses and costs incurred by Customer as a result of any such third-party claim, action, suit, or proceeding. (c) Mechanics of Indemnity. The indemnifying party’s obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt, written notice of any claim, action, suit, or proceeding for which the indemnified party is seeking indemnity; (ii) granting control of the defense and settlement to the indemnifying party; and (iii) reasonably cooperating with the indemnifying party at the indemnifying party’s expense.
- Limitation of Liability. THE LIABILITY OF BACK OFFICE GEEKS HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO BACK OFFICE GEEKS DURING THE THREE (3) MONTH PERIOD BEFORE THE ACTION AROSE. BACK OFFICE GEEKS SHALL NOT BE LIABLE FOR (A) ANY LOSS OF USE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF BACK OFFICE GEEKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND ABSENT SUCH LIMITATIONS, Back Office Geeks WOULD NOT ENTER INTO THIS AGREEMENT.
- Governing Law. This Agreement shall be governed solely by the laws of the State of California, excluding its principles of conflicts of laws. Any action under or relating to this Agreement shall be brought solely in the state and federal courts located in California, with sole venue in the courts located in Contra Costa County, and each party hereby submits to the personal jurisdiction of such Courts. Each party agrees that its performance under this Agreement shall in all respects conform to all applicable laws, rules, and regulations of the United States governing the export of technical information.
- Customer may not assign this Agreement without the prior, written permission of Back Office Geeks. Any purported assignment in violation of this will be void and without any effect. This Agreement may not be modified or amended except in writing, signed by both parties. Any purported oral modification or amendment of this Agreement in derogation of the foregoing shall be without any effect. Neither party may waive any right hereunder except expressly and in writing. This Agreement is the entire agreement between the parties with respect to this subject matter, and it supersedes all prior and contemporaneous discussions, negotiations, communications, and agreements with respect thereto.
- Back Office Geeks reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to existing and future customers. Back Office Geeks may make changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following Back Office Geeks’s posting of any changes or modifications will constitute your acceptance of such changes or modifications.