As an HWS’ Client, you agree to conduct your business in a legal and professional manner. Client understands that all information, data, text, software, music, sound, photographs, video, messages and other material (Content) on Client’s website is the sole responsibility of the Client. Client is fully responsible for all website content and agrees to hold HWS harmless in the event of third parties’ legal issues brought against Client for Client’s business practices. HWS retains the right to terminate any accounts that are in violation with the letter or spirit of this TOS. HWS may also at its sole discretion and at any time, discontinue providing services, or any part thereof, with or without notice. If an account is terminated by HWS for a TOS violation the Client is not eligible for a full refund and any refund is subject to the Cancellation Fee and Refund Policy. (See Termination)

As an HWS’ Client you may have access to editing tools for your website. Client may edit, add or delete content to the website at anytime. With this understanding HWS may or may not pre-screen content. HWS shall have the right (but not the obligation) to pre-screen and refuse or remove any content at its sole discretion. Client agrees that Client bears all risks associated with the use of all content, whether edited or written by HWS or not, including any reliance upon accuracy, usefulness or completeness.

Client acknowledges that HWS may access, preserve, and disclose Client’s account information and content if required to do so by law or in a good-faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal processes, enforce the TOS, provide customer service or protect the rights, property, or safety of HWS and the public.

7. Intellectual Property Policy
HWS respects copyright laws and the intellectual property of others. HWS may terminate accounts for copyright infringement. If you believe your work has been copied and is accessible on an HWS’ website please see HWS’ Intellectual Property Policy
http://www.heritagewebdesign.com/ipp.html

HWS will not use copyrighted or trademarked materials on any Client’s website without the express written consent of the copyright or trademark owner. It is Client’s responsibility to ensure that all content submitted to HWS is original content and free from third-party copyright or trademark protection, or to obtain permission to use from the copyright or trademark owner. Client assumes full liability for any copyright or trademark infringement of Client’s website on any third-party copyright or trademark, including, but not limited to, any infringement due to website content, website design or the look and feel of Client’s website.
(See Unacceptable Practices)

Customer content that is sent to HWS will remain the intellectual property of the Client. HWS does not return original content to the Client. Unless a request to return the original content to the Client is made in writing upon submission of the content, the content will be destroyed. HWS will attempt to honor requests to return original content; however, HWS has no liability and does not guarantee the return of any content to Client.

Domain names purchased by HWS and website designs, databases, stores, or programs created by HWS are the property of HWS until Client has paid all fees including one full year of monthly hosting. (See Domain Names Purchase/Hosting Agreement)

8. International Use
Recognizing the global nature of the internet, Client agrees to comply with all local rules regarding online conduct and acceptable content. Specifically, Client agrees to comply with a) all laws and regulations regarding the transmission of technical data exported from the United States, or the country in which Client resides and/or transacts business, and b) all laws and regulations regarding the collection and processing of personal data, including those relating to the transborder transfer of personal data .

9. Interstate Communications
Client acknowledges that by using HWS’ services Client will be causing communications to be sent through HWS’ computer networks, which may be located throughout the United States. Due to the nature of electronic communications, even communications that seem to be intrastate can result in the transmission of interstate communications. Client acknowledges that use of HWS’ services results in interstate data transmissions and may result in transborder transfer of personal data. Client hereby consents to the collection, processing and transborder transfer of such personal information as Client may provide or make available to HWS .

10. Website Construction Procedure
With help and input from the Client, HWS will prepare the appropriate custom design and work with the content provided by the Client for development of the site. Client must submit content to the design department before site construction begins on the custom website. Client must submit content through the Online Design Packet (ODP). Client must electronically accept the TOS before access is granted to the ODP. After content is submitted by the Client the website is developed. Prior to the website being taken live the client will receive a missing information notification if content is incomplete. Client will then have two weeks to submit complete content. If complete content is not received the website will then be taken live “as-is”. If the website is taken live without all of the pages completed due to incomplete content those pages may be banked and developed in the future using Client’s design time.

In submitting content through the ODP, links to sample sites the Client likes are for general information purposes only and assist HWS with the design of the Client’s custom website. The functionality and detail of the sample sites will not be duplicated unless such functionality and detail are specifically included and itemized in HWS’ invoice.

The design and content layout are completed by the designer and presented to the Client for approval. After the Client approves the website, the website will go live. The HWS QC team may review the text before site goes live to correct any possible errors. HWS will not be held liable for accuracy of information, typos, or spelling errors in any of the content approved by the Client and published on the website. Client will be notified by email that the website is now live.

Client understands, agrees and acknowledges that HWS does not guarantee a time frame for completion of ANY custom website. A custom website cannot be completed without submission of complete content, design approvals and participation from the Client. If Client continues submitting additional content throughout the design process, the design time frame is increased. If Client does not submit complete content and HWS is not able to start or complete the custom website design, Client is still responsible for all fees incurred including, but not limited to, set-up, enhancement and monthly hosting charges that begin accruing from date of sale. If Client’s website requires custom programming, functionality, flash, e-commerce or the use of a database, the overall development time will be extended.

Client is provided with a space holder immediately after sale. Upon request, client is also provided with an optional welcome website shortly after the initial sale. The welcome website is a temporary website Client can modify and send customers to while the custom website is being built. Client may choose not to have a welcome website if so desired

11. Client Approval
Client is responsible for testing the functionality of the website upon HWS’ request for approval, and notification that the website has been completed. This includes, but is not limited to, functionality of all website pages, database, e-commerce store, payment functions, galleries, forums etc. Upon Client approval of the website to go live Client agrees services have been rendered and functionality of website has been tested and approved by Client.

The Client understands and agrees that if the Client does not respond within 5 business days to HWS’ request for approval, and notification that the website has been completed, the website along with the functionality of the website and services rendered, will be deemed to be approved by the Client, and the website will be taken live “as-is”. 

The Client understands and agrees that if the Client does not respond to requests for missing information a final notification will be sent to the Client. If the Client does not respond within 5 business days to HWS’ notification or requests for missing information, the website, along with the functionality of the website and the services rendered, will be deemed to be approved by the Client, and the website will be taken live with the missing information “as-is” or “under construction”.

In the event that HWS completes all of the work per the original sale and database write ups HWS reserves the right to move the site live and deem the work to be completed without the customer’s permission if the customer will not give approval of the work.

12. Website Change Requests Before and After Website Goes Live
HWS agrees to build a website or database to specifications quoted per the original sale and original invoice. Any additions or changes requested outside of the scope of the original sale, either prior to the custom website going live or after the site has gone live will be billed at HWS’ standard hourly rate. HWS is not obligated to complete Client requests or changes outside of the scope of work on the original invoice. If HWS does not agree to Client requests or changes, Client is still obligated to pay all fees incurred and due.

13. Database/Programming
HWS does not guarantee a time frame for completion of ANY custom database or custom programming. A “custom Database Specifications Summary” may be presented to the Client. HWS agrees to complete the database design according to the specifications outlined. If the Client does not object or respond to the Database Specifications Summary in writing within 5 business days it will be deemed to be accepted by the Client and HWS will proceed with development of the custom database as outlined. A Database Specifications Summary may not be presented to the Client for purchase of pre-built database modules and e-commerce store modules.

If Client requests changes to a pre-packaged database, pre-built database module, or e-commerce store module, changes are to be billed to Client at HWS’ standard hourly rate. There is no guarantee that changes made by HWS to a pre-packaged database, pre-built database module, or e-commerce store module will work. Client agrees charges are valid and agrees to pay for all fees incurred for Client’s requested changes to pre-packaged databases, pre-built databases modules, or e-commerce store modules. Once work has begun on a database or custom programming there is No Refund if cancelled.

Client is responsible for testing the functionality of the website upon HWS’ request for approval and notification that the website has been completed. This includes, but is not limited to, testing the functionality of the custom database or programming. Upon Client approval of the website to go live, Client agrees services have been rendered and functionality of website has been tested and approved by Client.

HWS will instruct Client as to the use of the custom database and the inputting of data related to such database.  However, data entry is the sole responsibility of the Client.  If the Client requests HWS to enter data into the database, the Client will be charged, and agrees to pay, for such data entry at HWS’ standard data entry rates.

14. E-commerce/Stores 
Client is required to submit store content via HWS’ content spreadsheet. HWS will input up to 20 products free of charge. The Client will be provided with instructions to input any additional products into the store. If the Client requests HWS to enter additional products exceeding the original 20, the Client will be charged, and agrees to pay, for each product added to the store at HWS’ standard product-entry rates. The e-commerce store module is pre-built and any changes to the look or functionality of the pre-built store require custom programming. The Client will be billed at HWS’ standard hourly rate for requested changes. (See Database/Programming)

Client is responsible for testing the functionality of the e-commerce store upon HWS’ request for approval and notification that the website has been completed. This includes but is not limited to testing the payment functionality. HWS is not responsible for functionality of third-party services such as, but not limited to, merchant account, or gateway. Upon Client approval of the website to go live, Client agrees services have been rendered and functionality of website has been tested and approved by Client.

15. Enhancements to Website
Client may purchase enhancements to the website at the time of initial sale or anytime thereafter. Enhancements to the website may include, but are not limited to, custom programming, database, flash, e-commerce, logos, galleries, rollovers, etc. Client’s requests for enhancements to the original sale will be due and billed separately and at the time of request. The monthly hosting fee will be adjusted according to the enhancements requested or the hosting package selected by Client.

Some enhancements such as, but not limited to, flash, custom programming, functionality, etc may require that a specifications summary be presented to the Client. If the Client does not object to the specifications summary within 5 business days, the summary will be deemed to be accepted, and HWS will proceed with the development as outlined. Once work has begun on enhancements purchased by the client there is No Refund if cancelled. Enhancements or additional services purchased after the initial sale are separate purchases and are in addition to and separate from the original sale. If a client cancels an enhancement the original sale is not cancelled.

16. Additional Services
Client may purchase at an additional monthly cost additional services offered by HWS. Additional monthly services may include, but are not limited to, the Web Traffic Director program (WTD), spam filters, and back-up software. Additional monthly services include a monthly fee that is incurred and billed every month beginning from the date of purchase of the additional service. HWS will Not Refund any fees incurred for additional services or paid by the Client prior to the cancellation effective date for the additional service. Any fees invoiced and incurred are valid and Client agrees to pay. Additional services purchased may be cancelled with 30 days written notice.

17. Email Accounts 
Based on the hosting support package purchased, email accounts are also provided. Email accounts may be set up and used immediately upon Client’s purchase of website. Client does not need to wait until custom website is live to use email accounts. To begin using email accounts Client should contact Technical Support at support@hwsinet.com.

18. Technical Support
HWS’ technical support department should be contacted at support@hwsinet.com for any concerns with Client email accounts or any problems with hosting or functionality of the website after the website is live.

If Client uses HWS’ technical support services, including but not limited to screen share sessions, Client acknowledges and understands that HWS does not warranty that technical support services will meet Client’s requirements or be error free. (See Disclaimer of Warranties and Limitation of Liabilities.)

19. Customer Service
Heritage Web Solutions strives to offer the best service available. Customer service complaints or concerns should be emailed to service@hwsinet.com

20. Use and Storage 
Client acknowledges that HWS may establish general guidelines and limits concerning use of HWS’ services and may modify these guidelines at any time. Limits may include but are not restricted to, the maximum number of days that email messages or other content will be retained, maximum number of email messages that may be sent from or received by an account, the maximum size of any email messages sent and the maximum disk space that will be allotted on HWS’ servers on Client’s behalf. HWS periodically backs up the websites it hosts. However, Client acknowledges that HWS is not responsible for backing up Client’s website and data. Client should seek appropriate backup solutions. Changes made by Client using the editing tool or by HWS may be lost if data loss occurs after a scheduled backup by HWS.

21. Updates to Live Website/Design Time
Based on Client’s hosting package, HWS may provide 4 to 12 hours annually of free updates and changes or “design hours” that are available to Client to use after the website is live. After the website is live, Client may wish to make changes or updates to the website from time to time. Most changes can be made using HWS’ online editors. The online editors may not be available for all websites, or all pages of a website. Availability of the online editors is dependent upon the functionality and specifications required for the Client’s website. For changes that cannot be made with the editors, Client may use available HWS design hours. These changes must be requested by logging into Client’s account in the Web Center and selecting  “Request Update”. Design hours can be used for modifying the design or layout of the website. Design hours cannot be used toward the completion or modification of databases, custom programming, e-commerce or flash or other enhancements that must be purchased. Changes or updates that exceed the Client’s available “design hours” will be billed to the Client at the standard hourly rate.

HWS is not responsible for any changes Client makes to website, or if Client breaks the website. Time required by HWS to repair changes made by Client will be billed to Client at HWS’ standard hourly rate if it exceeds available “design hours”.

22. Domain Names Purchased/Hosting Agreement
Monthly hosting is billed every 30 days beginning from the date of sale. Monthly hosting is billed from the date of sale, regardless of the date the website goes live, because hosting costs are incurred immediately. Server space is secured for the developing website and/or for existing Client domain names. In addition, email accounts and support are available from the date of sale and are paid for with monthly hosting fees. Client agrees to a one year hosting commitment with HWS.

Domain names purchased by HWS and website designs, databases, stores, or programs created by HWS are the property of HWS until Client has paid all fees including one full year of monthly hosting. At that time ownership of the site and it’s functionality, and domain name may be transferred to the Client’s control upon receipt of the Client’s written request. Sham purchases of sites may not be transacted with the intent and/or result of having a site built, then transferring the site to another hosting provider. Clients may buy-out their hosting by paying 12 months of hosting in advance if they wish to transfer the domain name and content to Client’s control prior to one year of paid monthly hosting.

Upon transfer of domain and/or website to Client or another service provider, at anytime, Client agrees that HWS has met in full its obligation to Client, and HWS is released of all past and future obligations to the client. Additional work and/or hosting done for Client must be agreed to in writing and paid for by Client.

Domain names are purchased through a third party service. HWS cannot guarantee the availability of domain names and has no liability for a domain name not being available for purchase after the initial sale. If a domain name is not available for purchase HWS will assist the Client in selecting and purchasing an alternate domain name. Domain names already owned by the Client remain the property of the Client and renewal of the domain name is the Client’s responsibility. The renewal of any domain names transferred to the Client is the responsibility of the Client.

23. Marketing Representations
HWS makes no representations as to the marketing of Client’s products, services or sales. Client’s obligation to pay fees due to HWS are due at time of sale of website design and hosting services and are not contingent upon Client’s marketing of said website. Client is responsible for all marketing of Client’s website. HWS is not responsible for marketing of  Client’s site including search engine rankings.

24. 90-Day Satisfaction Guarantee
Heritage Web Solutions provides a 90-day satisfaction guarantee. HWS will continue to change and modify the Client’s website to Client’s liking, within 90 days from the date of sale or until the website is taken live, whichever comes first, at no additional cost. Changes to the website made after 90 days from the date of the initial sale, or after the website is taken live, will first be billed to the Client’s design time hours available based upon the monthly hosting package purchased by the Client. Changes to the website that exceed the design time hours will be billed to the Client at HWS’ standard hourly rate over and above the initial design fee paid. HWS does not guarantee that the website designed will be exactly what the client has envisioned. HWS’ best effort will be given for the 90-day satisfaction guarantee but HWS is not obligated to complete multiple redesigns or modifications. While HWS may agree to make requested changes and to bill the Client’s design time or bill the Client directly, HWS is not obligated to complete Client requests or changes outside of the 90-day satisfaction period. If HWS does not agree to Client requests or changes, Client agrees and is still obligated to pay all fees incurred and due.

25. Billing Policy
The initial design set-up fee is due and billed in full at the time of the original sale. (Installment payments may be accepted for the set-up fee only if agreed to in writing per the original invoice.)  Monthly hosting is billed and due every month beginning 30 days from the date of the original sale. The Client hereby requests that HWS renew and bill monthly hosting fees every 30 days, unless the Client cancels in writing after 12 months of monthly hosting fees have been paid.

Monthly hosting and additional services fees may be billed on the 1^st or 15^th of each month to coincide with HWS’ billing cycles. The amount of the initial design set-up fee and monthly hosting fees are detailed on the original invoice confirming amounts of sale. Monthly hosting amounts may vary depending upon the hosting package selected by Client.

HWS reserves the right to change prices at any time including monthly hosting amounts and hourly design fees.

HWS accepts payment via wire transfer, check, credit card and EFT debit from Client’s bank account. Upon Client’s authorization of payment to HWS via credit card, or EFT debit payment, Client thereby authorizes all recurring monthly hosting and/or additional services fees to be charged to the same method of payment, credit card or EFT account for future charges until such authorization is withdrawn by Client in writing.

The Client may change payment methods including credit card and EFT debit payments with 30 days notice. To change payment methods Client should contact HWS’ billing department. Client should not email new billing information for security purposes.

26. Billing Disputes
HWS charges up to a $25.00 fee for returned checks and a $200.00 fee to handle unauthorized credit card disputes. If HWS does not receive payment in full when due, HWS may, to the extent permitted by the law of the state of the billing address on file for Client at the time, charge a late fee of up to 1.5% per month (18% per annum), or a flat fee of $5 per month, whichever is greater, on any unpaid balance. HWS may, to the extent permitted by the law of the state of the billing address on file for Client at the time account is sent to a collection agency, also charge Client for any collection agency fees and/or attorney’s fees billed to HWS for collecting from Client. HWS does not agree to, and will not honor any limiting notations made by a Client on a check.

If Client wishes to dispute a charge Client must first contact HWS’ billing department and must allow 10 business days for a response. To avoid any dispute about Client’s attempt to contact HWS, Client must send the request in writing to: 
Attn: Billing Department, Heritage Web Solutions, 1460 Moonriver Dr, Provo UT  84604. Requests may be emailed to billing@hwsinet.com. If Client chooses to send request by email, a copy of the request must also be sent by mail as confirmation.

If Client initiates a credit card dispute the decision of the credit card company is made through an arbitration process and the decision of the credit card company shall be binding upon Client.

27. Termination/Cancellation of Services
HWS, at its sole discretion, may terminate its service and remove and discard any content, for any reason, including and without limitation, for lack of use, or if HWS believes Client has violated the TOS. HWS may also at its sole discretion and at any time, discontinue providing services, or any part thereof, with or without notice. Client agrees that any termination of access to HWS’ services under any provision of this TOS may be effected without prior notice and that HWS may deactivate or delete Client’s account and all related information files. Client agrees that HWS shall not be liable to Client or any third-party for any termination of services. Paid accounts that are terminated will not be refunded. In addition, accounts that become 30 days delinquent will be terminated. HWS also reserves the right to discontinue the designing of Client’s website at any time, at HWS’ sole discretion, with an appropriate refund to the Client. Under no circumstances is the refunded amount to exceed the amount collected by HWS.

If the Client cancels an account before the work is completed or site is live, a cancellation fee is retained per the Cancellation Fee and Refund Policy. Client agrees that all fees incurred and billed prior to cancellation effective date are valid and Client agrees to pay. Upon request for termination of services the website will be removed. A back-up copy of the website is not maintained by HWS.

Client agrees to pay all hosting fees and additional services fees owed from the time of sale until the cancellation effective date, and at a minimum for hosting fees for one year. Transferring a domain name to another provider or non-use of Client’s hosting account does not constitute termination of the account. Client must notify HWS in writing or via email to terminate the account services and avoid further monthly hosting charges. It is Client’s responsibility to secure confirmation from HWS that the request for termination has been received and no further hosting fees will be billed.

Requests for cancellation of website hosting services or additional services should be sent to the following address:
Attn: Billing Department, Heritage Web Solutions, 1460 Moonriver Dr, Provo Ut 84604

Requests may be emailed to billing@hwsinet.com. If Client chooses to send request by email, a copy of the request must also be sent by mail as confirmation.

28. Cancellation Effective Date
Client may terminate hosting services with 30 days written notice, after one full year of paid hosting. The effective date of cancellation is to be 30 days from the date of HWS’ receipt of written notice to cancel. Any monthly fees scheduled to bill after receipt of written notice to cancel but before the effective date of cancellation are valid and client agrees to pay.

If Client has not paid all design, enhancement, hosting and additional services fees due, such fees are due in full at the time of cancellation and Client authorizes HWS to collect any outstanding fees due, subject to the Cancellation Fee and Refund Policy. Client understands any pending billing for design fee installments previously agreed to will not be cancelled.

29. Cancellation Fee and Refund Policy
WEBSITE DESIGN/DEVELOPMENT - Refunds of the fees paid for development of the website may be issued on accounts cancelled within 90 days of the initial sale and prior to the completion of the website according to the following schedule:

A)  A minimum of a 50% cancellation fee will be retained by HWS on cancelled accounts even if no work has been started and no content yet submitted by the Client.

B)  A minimum of a 75% cancellation fee will be retained by HWS on cancelled accounts if work has been presented to the Client; or HWS has made multiple attempts to work with the Client, and Client has not responded to those attempts.

C) A 100% cancellation fee will be retained by HWS and NO REFUND issued if any changes and/or modifications requested by the Client have been completed by HWS. No Refund will be issued on any website cancelled after services have been rendered, including but not limited to, the design work having been completed and/or the website taken live.

D) 100% cancellation fee will be retained and NO REFUND will be issued by HWS if Client cancels after 90 days from the initial sale.

MINIMUM CANCELLATION FEE – Client agrees that a minimum cancellation fee of 50% will be retained by HWS on all cancelled accounts even if no work has been started. The cancellation fee is charged to compensate HWS for up-front expenses and services rendered, including but not limited to, costs incurred for the purchase of domain name(s) for developing the website, securing server space, creating the temporary website or space saver, employee expenses, marketing, and overhead costs.

ENHANCEMENT SALES - A 100% cancellation fee will be retained by HWS and NO REFUND will be issued once work has begun on any enhancements purchased, including, but not limited to, databases, programming, logos, flash, galleries, rollovers,
e-commerce stores etc. Client agrees that a minimum cancellation fee of 50% will be retained by HWS on all cancelled enhancement purchases if cancelled within 90 days of the enhancement sale and if work has not yet begun. NO REFUND will be issued by HWS if client cancels after 90 days from the enhancement sale. Enhancements or additional services purchased after the initial sale are separate purchases and are in addition to and separate from the original sale. If a client cancels an enhancement the original sale is not cancelled.

MONTHLY HOSTING – Client agrees that there is NO REFUND of monthly hosting fees or monthly additional services fees incurred or paid by the Client prior to cancellation date.

Client agrees that all fees incurred and billed prior to cancellation date are valid and Client agrees to pay. (See Termination).

30. Account Transfer
Requests for transferring the ownership of a website or hosting account from Client to a new owner must be completed in writing by both the current account owner and the new designated owner.  The transfer is not valid until a signed request is received by HWS in writing which is to include payment authorization and new billing account information from the new owner, documentation of the ownership transfer (purchase agreement etc), documentation of copyright transfer, and acceptance of HWS’ TOS by the new Owner. 

31. Heritage Web Solutions Proprietary Rights
Client acknowledges and agrees that HWS’ services may contain proprietary and confidential information that is protected by intellectual- and proprietary-rights laws. Client agrees to not reproduce, duplicate, copy, sell, resell or exploit any portion of HWS’ services.

32. Use of Client Information
Client hereby agrees that any information or ideas submitted to HWS by any means may be used by HWS without compensation or liability to Client for any purpose whatsoever, including but not limited to, developing websites, databases, e-commerce and developing, manufacturing and marketing other products. This provision does not apply to Client content or to personal information that is subject to HWS’ Privacy Policy.

Client herby gives permission to HWS to use samples or links to Client’s custom website designed by HWS for marketing and advertising purposes, including but not limited to, use in HWS’ online portfolio.

33. Third-Party Services
From time to time third parties may offer service to HWS’ clients. Use of such third-party services will be at Client’s own risk and subject to the terms and conditions of those third parties. HWS does not represent nor warrant that use or access to any third-party services will be compatible, uninterrupted, error free, without defects or that Client will be able to access HWS’ services. Client also agrees that HWS is under no obligation to provide Client with any enhancements, updates, or fixes to make HWS’ services accessible through any third-party applications.

34. Contract Service Providers
HWS may contract with Contract Service Providers to complete a portion, or all of the Client’s custom website. The Client agrees not to do business directly with the Contract Service Provider, nor to remit payment to the Contract Service Provider or any HWS employee directly for services. All payments for services rendered must be made directly to HWS. Contract Service Providers are required to enter into employment contracts and to follow company policies and procedures. Contract Service providers are provided with only the information needed to complete the design or development portion of the Client’s website and do not have access to Client’s personal information including payment information.
 

35. Disclaimer of Warranties
CLIENT’S USE OF HWS’ SERVICES IS AT CLIENT’S OWN RISK. HWS’ SERVICES ARE PROVIDED “AS IS”. HWS DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. HWS DISCLAIMS ANY WARRANTIES REGARDING HWS’ SERVICES INCLUDING THAT THEY WILL MEET CLIENT’S REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. HWS DISCLAIMS ANY WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF HWS’ SERVICES, INCLUDING RESULTING SALES AND WEB TRAFFIC. HWS DISCLAIMS ANY WARRANTIES REGARDING THE MARKETING OF CLIENT’S PRODUCTS, SERVICES, SALES, OR WEBSITE. HWS DISCLAIMS ANY WARRANTIES REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED, ADVERTISED OR OBTAINED THROUGH HWS’ SERVICES, OR LINKS PROVIDED BY HWS’ SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE PROVIDED BY HWS OR OBTAINED THROUGH LINKS PROVIDED THROUGH HWS’ SERVICES.

CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF HWS’ SERVICES ARE DONE AT CLIENT’S OWN RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO CLIENT’S COMPUTER SYSTEM OR LOSS OF DATA OR OTHER LIABILITY THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. THE ABOVE EXCLUSIONS MAY NOT APPLY TO CLIENT.

36. Limitation of Liability
CLIENT UNDERSTANDS AND AGREES THAT HWS, IT’S SUBSIDIARIES, AFFILIATES, OFFICERS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, (EVEN IF HWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OF OR INABILITY TO USE HWS’ SERVICES, RELIANCE ON HWS’ SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF HWS’ SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES.)  THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED THROUGH HWS’ SERVICES OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT’S DATA OR TRANSMISSIONS AND ANY STATEMENTS OR CONDUCT OF A THIRD PARTY OR ANY OTHER MATTERS RELATING TO HWS’ SERVICES. SUCH LIMITATION SHALL FURTHER APPLY, WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED IN ANY WAY TO HWS’ SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CLIENT.

Without limiting the foregoing, under no circumstance shall HWS be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, or other casualties, illness, accidents, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non performance of third parties, or loss of or fluctuations in heat, light or air conditioning. HWS’ full and complete liability, for any reason whatsoever, shall be limited to the full refund of all monies paid to HWS.

37. Tort Claims
Client waives all tort claims against HWS, it’s subsidiaries, affiliates, officers, employees and agents. The relationship between the parties is contractual in nature only. Client waives any tort claims that arise by act, or omission.

38. Indemnification
Client agrees to defend, indemnify and hold harmless HWS, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees that may arise or result from any content Client submits, posts, transmits or makes available through HWS’ services, from any product sold by Client, its agents or employees or assigns, from any service provided or performed or agreed to be performed by HWS or from Client’s breach or violation of the TOS, including any obligation, representation, or warranty made herein , or Client’s violation of any rights of another. Client further agrees to defend, indemnify and hold harmless HWS, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising from or related to contracts, representations, agreements, promises, etc, made between Client and third parties, or arising from or related to Client’s negligence toward third parties.

39. Notice
Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and in English and may be delivered personally, or may be sent by email, facsimile or certified mail, return receipt requested, to the address set forth below. If Client chooses to send request by email or facsimile, a copy of the request must also be sent by mail (to the address below) as confirmation of the request.

Heritage Web Solutions
1460 Moonriver Dr
Provo Ut 84604
Attn: President

40. Contact Heritage Web Solutions
Client may contact HWS at 866-211-0743 M-F from 8:30 –5:00 MST. Client may visit our website at www.heritagewebdeisgn.com at any time. Client may also email HWS at the following department email addresses:

41. Negative Comments/Slander
Client specifically agrees not to engage in negative comments or slander regarding HWS, including but not limited to publishing, or causing to be published, complaints or derogatory comments regarding HWS in any format, including but not limited to, print, newspaper, television, radio or on internet complaint sites, blogs or other public internet forums. Should there be a breach of this condition HWS will be entitled to liquidated damages in the amount of $2,500.00 for each publishing or posting. If said breach occurs on an internet complaint site each hit to that website will be considered an individual breach of this condition, and subject to additional liquidated damages of $100 per occurrence. Further, HWS shall be entitled to litigate this matter, and obtain the money damages together with injunctive relief. The prevailing party to that litigation shall be entitled to an award of attorney’s fees.