Clients that receive, review and sign contracts for software
programming/web development are contractually agreeing to the terms and
conditions stated on these pages. It is the sole responsibility for the client
to read and review these terms and conditions prior to signing into contractual
agreement for software programming/web development. Kendall Technologies, Inc.
agrees to provide you, the client ("User") with those services ("Service") set
forth on the Application subject to User's compliance with the terms and
conditions below.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING THE
SERVICE. BY ACCESSING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND
CONDITIONS BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS,
YOU MAY NOT ACCESS OR USE THE SERVICE.
Development Schedule:
Days 1-21 of each month are dedicated to development of
websites. Two separate “shifts” between
8am-12pm
or
1pm-5pm, Monday-Thursday will
accommodate two client projects with Fridays reserved for (potential and
established clients) meetings. Business
days between the 22- through the end of the month are reserved for client
updates. All hourly updates received by the established deadline of the 15th
of each month will be completed and posted by the 1st business day
of the following month. All such updates must meet the requirements for such
updates set forth and established by Kendall Technologies, Inc. wherein each
client has signed into contractual agreement.
Project Start Dates:
Project start dates begin the 1st business day of
the month following where a down payment of fifty percent (50%) is received by
Kendall Technologies, Inc. This down payment is a non-refundable down payment
designed to facilitate the costs accrued while developing projects.
Monthly Updates:
Each client with a current payment record of monthly hosting
will receive 1, 2 or 3 hours of monthly updates dependant upon the hosting plan
they are subscribed to. It is the sole responsibility of the individual client
to submit their requested updates in electronic format by the 15th of
each month in order to validate Kendall Technologies, Inc. guarantee wherein
updates will be posted by the 1st of the following month. If the 15th
happens to fall on a holiday or weekend, the client is required to submit in
electronic format all updates required by midnight of the business day prior to
the holiday or weekend in order to benefit from Kendall Technologies, Inc.
guarantee. Any updates received after the 15th of the month cannot
be guaranteed to be posted in such a timely manner; however, the Kendall
Technologies, Inc. Team will make every effort possible to post those updates
as soon as possible. Such submissions cannot be guaranteed to be posted prior
to the last day of the month following. For example: If an update was received
on 16 Jan where the 15th was a standard business day, it cannot be
guaranteed to be posted prior to the 1st of March of that same year.
Key Days:
Key days are defined as days established as deadlines for
update submissions, update postings and development days. If a particular key
day happens to fall on a holiday or weekend, the tasks will be carried out on
or before
midnight
of the business day prior to the said holiday or weekend to ensure good
business practices and availability of a current and accurately updated
product.
Electronic Formatted Content:
Content submitted for updates must be submitted in electronic
format. Some forms of electronic format may be defined as but not limited to a
scope such as follows:
-
Email
-
Uploads via the MyCSSC Upload area of the Kendall Technologies, Inc..com
website
-
CD-ROMs
-
DVD’s
-
Floppy Diskettes (3.25” IBM format only)
-
Video Media such as;
-
HI-8 Video
-
VHS Video
-
DVD Video
Such content might include but again is not limited to:
-
Spelling/Grammar Corrections
-
Text Changes
-
New Image/Video Content
-
Any minor site revisions
Unless otherwise arranged with the programmers of Kendall
Technologies, Inc. by the client prior to the 15th of each month,
clients submitting content in other than electronic format understand that they
are not within these guidelines and therefore cannot be guaranteed to receive a
timely update.
Warranty Disclaimer:
THE FOREGOING WARRANTIES SET
FORTH
ARE EXCLUSIVE AND NO OTHER WARRANTY IS EXPRESSED OR IMPLIED.
Kendall Technologies, Inc. exercises no control whatsoever
over the content of the information passing through Kendall Technologies, Inc.
system. Use of any information obtained via Kendall Technologies, Inc. is at
User's risk. Neither Kendall Technologies, Inc. nor any of its affiliates, its
licensers, its contractors or their respective employees warrants that the
Service will be uninterrupted or neither error free; nor does Kendall
Technologies, Inc. make any warranty as to the results from use of the Service.
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT, IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING
FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION GIVEN BY
Kendall Technologies, Inc., ITS AFFILIATES, ITS LICENSERS, ITS CONTRACTORS OR
THEIR RESPECTIVE EMPLOYEES SHALL CREATE A WARRANTY. NEITHER Kendall
Technologies, Inc. NOR ITS AFFILIATES, ITS LICENSERS, ITS CONTRACTORS OR THEIR
RESPECTIVE EMPLOYEES WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR
FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE ON THE
SERVICE IS FREE OF VIRUSES, CANCELBOTS,
WORMS
, TROJAN HORSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability:
UNDER NO CIRCUMSTANCES SHALL Kendall Technologies, Inc., ITS
AFFILIATES, ITS LICENSERS, ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES BE
LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES THAT RESULT IN ANY WAY FROM USER'S USE OF OR INABILITY TO USE THE
SERVICE OR TO ACCESS THE INTERNET OR ANY PART THEREOF, OR USER'S RELIANCE ON OR
USE OF INFORMATION, SERVICES OR MERCHANDISE PROVIDED ON OR THROUGH THE SERVICE,
OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES,
ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, ANY FAILURE OF
PERFORMANCE, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION
OR UNAUTHORIZED ACCESS TO ALTERATION OF OR USE OF USER'S ACCOUNT, WHETHER FOR
BREACH OF CONTRACT, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION. IN THE EVENT
Kendall Technologies, Inc. IS FOUND LIABLE UNDER ANY CIRCUMSTANCE UNDER THE
TERMS OF THIS AGREEMENT, Kendall Technologies, Inc. LIABILITY SHALL BE LIMITED
TO THE UNUSED BALANCE OF USER'S SUBSCRIPTION PAYMENT PRO-RATED TO REFLECT THE
CURRENT TERM.
If User is dissatisfied with the Service or with any terms,
conditions, rules, policies, guidelines or practices of Kendall Technologies,
Inc. in operating the Service, User's sole and exclusive remedy is to
discontinue using the Service.
Indemnification:
Notwithstanding anything to the contrary herein contained,
User agrees to indemnify and hold Kendall Technologies, Inc., its affiliates,
its licensers, its contractors or their respective employees harmless against
any and all liability, loss, claim, judgment, damage and expense including
without limitation attorney's fees and cost of litigation) incurred or suffered
by Kendall Technologies, Inc., its licensers, its affiliates, its contractors,
or their respective employees as the result of any and all use of User's
account whether authorized or not authorized or as a result of the negligence,
willful misconduct, or breach of any of the terms of this Agreement by User,
including but not limited to claims, liabilities, losses, damage, judgment and
expense which arise out of alleged injury or death of any person or damage to
property of every kind and description. User shall promptly notify Kendall
Technologies, Inc. in writing of any claim of which it is obligated under this
indemnity. User shall have the right to assume the defense of any such claim.
User and Kendall Technologies, Inc. shall confer as to and agree on the legal
counsel(s) to be selected in any such defense.
Age Limit:
User represents to Kendall Technologies, Inc. that he or she
is 18 years of age or older. User understands that certain materials available
from Service provided under the terms of this Agreement may not be suitable for
individuals under the age of 18.
Sexually Explicit Materials:
User understands that the Internet contains unedited materials
some of which are sexually explicit or may be offensive. User accesses such
materials at his or her own risk. Kendall Technologies, Inc. has no control
over and accepts no responsibility whatsoever for such materials. Kendall
Technologies, Inc. Hosted Plans shall not be of such questionable content.
Prohibited Uses:
User may not:
-- restrict or inhibit any other user from using and enjoying
the Internet;
-- upload, post, publish, transmit, reproduce, transmit or
distribute in any way any adult oriented material;
-- post or transmit any unlawful, threatening, abusive,
libelous, defamatory, obscene, pornographic, profane, or otherwise
objectionable information of any kind, including without limitation any
transmissions constituting or encouraging conduct that would constitute a
criminal offense, give rise to civil liability, or otherwise violate any local,
state, national or international law, including without limitation the U.S.
export control laws and regulations;
-- post or transmit any information or software which contains
a virus, cancelbot, trojan horse, worm or other harmful component;
-- post, publish, transmit, reproduce, distribute or in any
way exploit any information, software or other material obtained through the
Service for commercial purposes (other than as expressly permitted by the
provider of such information, software or other material);
-- upload, post, publish, transmit, reproduce, or distribute
in any way, information, software or other material obtained through the
Service which is protected by copyright, or other proprietary right, or
derivative works with respect thereto, without obtaining permission of the
copyright owner or rightholder;
-- upload, post, publish, transmit, reproduce, transmit or
distribute in any way any component of the Service itself or derivative works
with respect thereto;
-- send unsolicited advertising or promotional materials to
other network users (See section titled "MESSAGING");
-- allow users to run Maillist, Listserv or any form of
auto-responds from User's account;
-- run or activate processes while User is not logged in;
-- violate the security of any computer network, crack
passwords or security encryption codes, transfer or store illegal material
including that deemed threatening or obscene, or engage in any kind or illegal
activity;
-- attempt to defeat any idle timer or system tool intended to
enforce the part-time and personal nature of User's connection, including the
use of pingbots and other methods of avoiding timing disconnection or
-- violate any of the rules, regulations and policies of those
networks and computer systems accessed via User's account.
Kendall Technologies, Inc. has no obligation to monitor the
Service. However, User agrees that Kendall Technologies, Inc. has the right to
monitor the Service electronically from time to time and to disclose any
information as may be necessary to satisfy any law, regulation or other
governmental request, to operate the Service properly, or to protect itself or
its subscribers. Kendall Technologies, Inc. will not intentionally monitor or
disclose any private E-mail message unless required by law. Kendall
Technologies, Inc. reserves the right to refuse to post or to remove any
information or materials, in whole or in part, that, in its sole and absolute
discretion, are unacceptable, undesirable, or in violation of this Agreement.
Kendall Technologies, Inc. reserves the right to suspend access to the Service
for User's account. The account's suspension may be rescinded within the sole
and absolute discretion of Kendall Technologies, Inc. following payment of a
reconnection charge, to be determined by Kendall Technologies, Inc. in its sole
and absolute discretion.
Messaging:
User agrees to limit their use of the Kendall Technologies,
Inc. service, MyCSSC Priority Client Messaging, or other messaging systems,
specifically regarding the use of Kendall Technologies, Inc. electronic (email)
services, to the following restrictions:
Mass Mailing:
User is restricted to the transmission, or distribution, of no
more than fifty (50) recipients, or addresses, per email message. This does not
assume User is allowed to send such messages several times to groups smaller
than the fifty (50) limit.
Unauthorized Use of Relay Servers:
User agrees that any unauthorized use of any email server
located throughout the Internet for the purposes of relaying or distributing
messages is prohibited.
Fraudulent Addressing:
User agrees that the purposeful distribution of any email
message where the return address, originator's address, or any other
identifiable aspect of the message has been purposefully altered is prohibited.
User may not purposefully misrepresent the origination information of any email
messages sent while using the Kendall Technologies, Inc. service.
Fraudulent Content:
User agrees to be held responsible for the distribution of
fraudulent materials.
VIOLATION OF ANY OF THESE TERMS WILL RESULT IN IMMEDIATE
TERMINATION OF SERVICES. FURTHERMORE, VIOLATION OF ANY OF THESE TERMS, RELATING
TO THE TERMS DESCRIBED WITHIN THIS "MESSAGING" SECTION OF THIS DOCUMENT, WILL
RESULT IN THE IMMEDIATE PENALTY OF $200. Kendall Technologies, Inc. RESERVES
THE RIGHT TO CHARGE USER'S CREDIT CARD, IF ON FILE FOR USE IN PAYMENT OF
Kendall Technologies, Inc. SERVICES, A ONE-TIME FEE OF $200 PER VIOLATION OF
THESE TERMS. IN THE EVENT USER PRE-PAYS FOR THEIR Kendall Technologies, Inc.
SERVICE VIA CASH, CHECK, OR MEANS OTHER THAN CREDIT CARD, Kendall Technologies,
Inc. RESERVES THE RIGHT TO INVOICE AND HOLD USER RESPONSIBLE FOR THE ONE-TIME
FEE OF $200 PER VIOLATION OF THESE TERMS. USER ALSO AGREES TO THE IMMEDIATE
TERMINATION OF
Kendall
Technologies, Inc. SERVICES FOR VIOLATION OF ANY OF THESE TERMS.
Idle Timeout:
User agrees to have their online session automatically
terminated after ten (10) minutes of consecutive inactivity. Inactivity is
defined as less than 500 bytes of data transferred between User's modem and the
Kendall Technologies, Inc. service.
Maximum Single Session:
User agrees to have an online session automatically terminated
after eight (8) hours of consecutive time, regardless of data transferred
during such specific online session.
Minimum Re-Connect Limit:
User understands they cannot log back onto the Kendall
Technologies, Inc. system for a time period of one (1) minute following the
termination of their previous online session, regardless of the reason for the
previous session's termination.
Terms of Payment:
User shall be responsible for any and all fixed and
accumulative charges for User's account. The first month service fee (or other
available billing period selected) is due upon account setup. Each month (or
other billing period selected) on the date of the application, User's account
shall be charged the monthly access and any other fees for the new month plus
any accumulated charges for prior months. Failure to use this account(s) does
not relieve User of payment obligations.
A credit card User agrees to allow Kendall Technologies, Inc.
to bill his or her card on each successive billing date without obtaining
User's permission after the initial charge. A credit card User shall notify
Kendall Technologies, Inc. of any changes in credit card number or expiration
date. If the card is not honored for any reason, Kendall Technologies, Inc.
will attempt to notify the card holder by using the telephone information given
at sign-up and by E-mail. Kendall Technologies, Inc. will call the card holder,
and if alternative billing has not been established within five (5) days, the
account will be terminated. Restoring the account will be subject to a setup
fee of $10.00.
If payment is by check, payment due dates are indicated on
User's invoice. Dishonored checks are subject to a collection fee to be
determined by Kendall Technologies, Inc. in its sole and absolute discretion
and User's account may be suspended until the account is current. If payment is
not received within five (5) days of the due date, service will be terminated
and a setup fee of $10.00 will be added to charges for additional Service.
Kendall Technologies, Inc. maintains the right to terminate
Service for any unpaid subscriptions. Accounts in default are subject to an
interest charge of 1.5% per month on the outstanding balance. Termination of
Service shall not relieve User from the obligation to satisfy outstanding
invoices. In the event Kendall Technologies, Inc. utilizes an attorney to
collect any unpaid amounts, User shall be responsible for the payment of all of
Kendall Technologies, Inc. attorneys' fees and costs in the collection of these
sums.
Kendall Technologies, Inc. reserves the right to change prices
at any time without prior notice to its customers or the public. Price changes
will not be retroactive for existing customers, regardless of the length of
their existing service subscription.
Right to Cancel:
Kendall Technologies, Inc. reserves the right to cancel
Service for any reason without prior notice.
Cancellations must be requested via telephone during regular
business hours (8am to 5pm). Pre-paid
service is non-refundable. Kendall Technologies, Inc. will not refund shipping
& handling fees or any one-time start-up fee. Cancellations after the first
of the month will be charged for that month.
User must notify Kendall Technologies, Inc. via telephone or
in writing to cancel Service. Cancellations submitted to Kendall Technologies,
Inc. via electronic mail shall not be honored. Fees for any setup, shipping and
handling, and the first month's Service are not refundable.
No Confidentiality:
Information transmitted through Kendall Technologies, Inc. and
through the Internet in general is not confidential. Kendall Technologies, Inc.
can not and shall not guarantee privacy or protection of any User. Kendall
Technologies, Inc. reserves the right to monitor any User's transmissions when
deemed necessary for providing proper service and/or to protect the rights and
property of Kendall Technologies, Inc.
Customer Information:
Unless required by court order, subpoena or other legal
request, or upon the advice of counsel, and unless User notifies Kendall
Technologies, Inc. to the contrary by calling 602-819-9624, Kendall
Technologies, Inc. may publish User's name and other consumer information in
one or more directories which may be accessed by other Internet users. In
addition, unless User notifies Kendall Technologies, Inc. to the contrary as
provided above, Kendall Technologies, Inc. may make such information available
to third parties from time to time. User understands further that merchants on
the Internet may have access to such information and may make it available to
third parties in accordance with their normal practices unless User notifies
those merchants directly that User does not wish such information to be made
available.
Non-transferable:
The right to use the Service is not transferable. Accounts are
for User's use only. User shall be responsible for the confidentiality of
User's password. Loaning User's account to others, connecting a system used by
multiple persons and group use of user log-ins are explicitly prohibited. If
User has multiple accounts, then User shall be limited to one log-in session
per system account at any time. Violation of those terms shall constitute theft
of Service and may be prosecuted under civil and criminal law.
Purchases on the Service:
If User wishes to make purchases on the Service, User may be
asked by the merchant or information or service provider from whom User is
making the purchase to supply certain information, including credit card or
other payment mechanism information. User agrees that all information User may
provide any merchant or information or service provider on the Service for
purposes of making purchases shall be accurate, complete and current. The
merchants and information and service providers offering merchandise,
information and services on the Service set their own prices and may change
prices or institute new prices at any time. User agrees to pay all charges
incurred by users of User's account and credit card or other payment mechanism
at the prices in effect when such charges are incurred. User shall also be
responsible for paying any applicable taxes relating to purchases on the
Service.
No System Backup:
Kendall Technologies, Inc. does not and will not perform
system backups on any data on it's servers including but not limited to, Hosted
Websites, User's E-mail account(s) and general data. Kendall Technologies, Inc.
shall not be held responsible for any lost E-mail data, email attachments, or
any E-mail message contents, regardless of the reasoning for data loss or
system causes. The user also understands and agrees that it is their own sole
responsibility to back up their own Website data.
Except as otherwise set forth herein, Kendall Technologies, Inc. will
not provide historical data, to any party for any reason, regarding any system
or Internet activity.
Kendall Technologies, Inc. does not and will not perform
system backups on any User's personal web site account(s). Kendall
Technologies, Inc. shall not be held responsible for any lost web data, web
files, or any web site contents, regardless of the reasoning for data loss or
system causes. Except as otherwise set forth herein, Kendall Technologies, Inc.
will not provide historical data, to any party for any reason, regarding any
system or Internet activity.
Failure to Comply With Terms and Conditions:
Kendall Technologies, Inc. may deny User access to all or part
of the Service without notice if User engages in any conduct or activities that
Kendall Technologies, Inc. in its sole discretion believes violates any of the
terms and conditions in this Agreement. If Kendall Technologies, Inc. denies
User access to the Service because of such a violation, User shall have not
right (1) to access through Kendall Technologies, Inc. any materials stored on
the Internet, (2) to obtain any credit(s) otherwise due to User, and such
credit(s) shall be forfeited, (3) to access third party services, merchandise
or information on the Internet through Kendall Technologies, Inc., and Kendall
Technologies, Inc. shall have no responsibility to notify any third-party
providers of services, merchandise or information nor any responsibility for
any consequences resulting from lack of notification.
Miscellaneous:
User agrees to remain signed into the network only when
actually making use of same, and to disconnect when idle for significant
periods of time (more than 10 minutes). User also agrees to not remain
connected to Kendall Technologies, Inc.system for periods exceeding (8) eight
hours, in any single continuous session. User authorizes Kendall Technologies,
Inc. to enforce these restrictions by appropriate software and network
measures, automated and manual.
User agrees to notify Kendall Technologies, Inc. if User moves
or otherwise changes his or her mailing address or phone number, and to list a
truthful name, postal address and telephone number on the forms User supplies
to Kendall Technologies, Inc..
In the event that any portion of this Agreement is held to be
unenforceable, the unenforceable portion shall be construed in accordance with
applicable law as nearly as possible to reflect the original intentions of the
parties and the remainder of the provisions shall remain in full force and
effect.
Kendall Technologies, Inc. failure to insist upon or enforce
strict performance of any provisions of this Agreement shall not be construed
as a waiver of any provision or right. Neither the course of conduct between
parties nor trade practice shall act to modify any provision of this Agreement.
Kendall Technologies, Inc. may modify this Agreement from time
to time by placing a notice of such modification at
http://www.kendalltech.com/, and User's continued use of the Service following
notice of such modification shall be deemed to be User's acceptance of any such
modification. It is User's responsibility to check this online area regularly
to determine whether this Agreement has been modified. If User does not agree
to any modification of this Agreement, User must immediately stop using the
Service.
This Agreement shall be governed by and construed in
accordance with the laws of the State of
Arizona
and with the State of
Florida
without regard to its conflicts of law provisions. Any cause of action User may
have with respect to the Service must be commenced within one (1) year after
the claim or cause of action arises or such claim or cause of action is barred.
Kendall Technologies, Inc. shall not be liable or deemed to be
in default for any delay or failure in performance under this Agreement or
interruption of service resulting directly or indirectly from acts of God,
civil or military authority, acts of public enemy, war, riots, civil
disturbances, insurrections, accidents, dire, explosions, earthquakes, floods,
the elements, strikes, labor disputes, shortages of suitable parts, materials,
labor or transportation or any cause beyond the reasonable control of AZWEB.
Venue for litigation of any dispute, controversy, or claim
arising out of, in connection with, or in relation to this Agreement, or the
breach thereof, naming Kendall Technologies, Inc. as the defendant, shall be
proper only in a venue determined by Kendall Technologies, Inc.
In any action between Kendall Technologies, Inc. and User to
enforce any of the terms of this Agreement, Kendall Technologies, Inc. shall be
entitled to recover expenses, including reasonable attorney's fees.
This Agreement constitutes the entire agreement between User
and Kendall Technologies, Inc. with respect to the Service.