Terms and Conditions
All agreements and clients are governed by our general terms and conditions. Please reference your service agreement for contract, dates, termination fees or special offers.
Subject to the terms and conditions of this Agreement, Company will provide Web Hosting services for Client subject to the following terms:
Length of Service.
Client agrees to a minimum 12-month contractual term of service (“Term”). The length of contract required is based on the type of service desired by Client and shall be determined solely by Company.
Service Start Date.
The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon Company receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.
Renewal by Client.
This Agreement will automatically renew for successive twelve (12) month term unless canceled in writing by Client at least 60 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any Contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to Client’s account if applicable.
2. End User Pricing and Web Hosting Compensation.
End User pricing is outlined on codefirm.com. It is subject to change at the sole discretion of Company at any time, but usually upon renewal.
3. Terms of Payment.
Terms of payment are C.O.D. unless credit approval has been granted by Company. If credit approval has been granted, credit terms are net 10 days upon receipt of invoice. We reserve the right to revoke any credit extended if payment is in arrears for more than 30 days.
4. Proprietary Information.
Proprietary information exchanged hereunder shall be treated as such by Client. This information shall include, but not be limited to, the provisions of this Agreement, product, and services information and pricing. Client further agrees to not decompose, disassemble, decode or reverse engineer any Company program, code or technology delivered to Client or any portion thereof.
Company will exercise no control whatsoever over the content of the information passing through the network, email or web site.
Company makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of client. Use of any information obtained by way of company is at client’s own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. Company does not represent guarantees of speed or availability of end-to-end connections. Company expressly limits its damages to Client for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Company specifically denies any responsibilities for any damages arising as a consequence of such unavailability.
7. Trademarks and Copyrighted Material.
Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.
8. Transfer of Agreement.
Client may not assign or transfer this Agreement, in whole or in part without the prior written consent of Company. In the event that Client contemplates whole or partial sale of its business, ownership change, or change in jurisdiction, Client shall notify Company by mail, facsimile or email no less than 60 days prior to the effective date of the event.
Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice from Company of said failure, 2) appointment of Receiver or upon the filing of any application by Client seeking relief from creditors, 3) upon mutual agreement in writing of Company and Client.
If legal proceedings are commenced to resolve a dispute arising out of, or relating to, this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.
Client shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against Company directly or indirectly arising from or in connection with Client’s marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by Client.
If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement shall be governed by and construed in accordance with the laws of the State of FL. Exclusive jurisdiction and venue shall be in the LEE County, FL Superior Court. A failure by any party to exercise or delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.
Each party represents and warrants that, on the date first written above, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below:
Terms and Conditions
I. General Terms and Definitions. Any individual or entity receiving any product or service from CodeFirm LLC, (CodeFirm) shall hereafter be referred to as Customer or Client. By accepting products and/or services provided by. CodeFirm LLC, Customer agrees to observe and abide by all of the provisions, terms, and requirements specified in this agreement. Customers continued use of the services constitutes acceptance of this agreement, including any modifications. CodeFirm LLC & its affiliates or subcontractors may perform some or all of CodeFirm LLC’ duties and/or obligations hereunder. Customer herby authorizes CodeFirm LLC to provide such entities with customer location, equipment, and contract information necessary to provide the services.
All Internet Services are typically pre-paid one month in advance and is due immediately. Accounts are in default if payment is not received within 30 days after date of invoice. Billing for Monthly fees and Term Commitment will commence. Upon the date a CodeFirm LLC hub and/or a. functioning circuit is prepared to route IP packets to Customers site ‘Customer Effective Billing Date”. Monthly fees are non-refundable. If payment is returned to CodeFirm LLC unpaid Customer is immediately In default and subject to a returned check charge of $25. Past due accounts will be charged a late fee, of 1.5% per month on any unpaid past due balance. Delinquent accounts are subject to immediate termination or suspension of services at the sole discretion of CodeFirm LLC. Such termination or suspension does not relieve customer of the obligation to pay any fees owed on account a reconnect fee may also apply. Customer agrees to pay CodeFirm LLC it’s reasonable. Expenses, including attorney and Collection agency fees, incurred in enforcing. It’s rights under these Terms and Conditions. Prices are exclusive of any local, state and federal taxes which may be levied or assessed upon the equipment or services provided hereunder. Customer shall pay all such taxes. Fractional T-1, T-1, Frame Relay and 081: Circuits are subject to all local, state and federal taxes.
Disclaimer of Liability. Client acknowledges that all services are provided on an “As Is” basis and that CodeFirm LLC makes no warranty of any kind, expressed or implied, regarding the reliability or suitability for a particular purpose of its services. CodeFirm LLC; Inc. (CodeFirm LLC) exercises no control over, and accepts no responsibility for, the content of the information passing through CodeFirm LLC test computers, network hubs and points of presence. CodeFirm LLC (a) Makes NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FOR THE SERVICES AND EQUIPMENT IT IS PROVIDING OR THE WEBSITES IT HAS DESIGNED OR IS Hosting, (b.) DISCLAIMS ANY WARRANTY OF TITLE, MERCHANTABLITY, NCN-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, (L) CodeFirm LLC is acting only as a reseller with respect to the hardware and software offered under this agreement & Equipment”), which was manufactured by a third party (‘Manufacturer). AND (b) WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOSS OF REVENUES OR PROFITS CUSTOMER SUFFERS ARISING OUT OF OR RELATING TO USE OF THE SERVICES OR EQUIPMENT. CodeFirm LLC shall not be liable for any, delays, failures to perform, damages, losses or destruction, or malfunction of any equipment or any consequences due to Force Majeure, which shall include without limitation acts of God, fire; flood, water, earthquake, epidemics, viruses, the elements, labor .disputes or shortages, riots, changes In law, regulation or government policy, governmental actions, utility curtailments; power failures, explosions, civil disturbances, shortages of equipment or supplies, unavailability of transportation; acts. Or omissions of third parties, or any other cause beyond CodeFirm LLC’ reasonable control. No oral advice or written information given by CodeFirm LLC, its ’employees, directors, agents or other representatives, shall create or expand any representation or warranty .nor shall Client be entitled to rely on any such information or advice. Client acknowledges that Internet access service may be temporarily unavailable for scheduled or unscheduled maintenance, and for other reasons within and outside of the control of CodeFirm LLC. Under no circumstances do any such errors, delays, loss of information, or interruptions in service nullify or modify this agreement or any other agreement or contract entered into by CodeFirm LLC and Client. All use Of CodeFirm LLC network and services are subject to the terms and conditions of the then-current version of the CodeFirm LLC Acceptable Use Policy (Policy) which is made a part of this agreement and is available at the following URI www.codefirm.com/terms-of-use, CodeFirm LLC reserves the right to amend the Policy from time to time, effective upon posting of the revised Policy at the URL or other notice to customer; CodeFirm LLC reserves the right to suspend the service or terminate this Agreement effective upon notice for a violation of the Policy. Such termination or suspension does not relieve customer of the obligation of their contract with CodeFirm LLC or to pay any fees owed on account, a reconnect fee may also apply. Customer agrees to indemnify and hold harmless CodeFirm LLC from any losses, damages, costs or expenses resulting from any third party claim or allegation arising out of or relating to use of the service, including any claim which, of true, would constitute a violation of the Policy. CodeFirm LLC reserves the right to refuse or terminate service to Client at any time.
IV. Client Responsibility, Client is responsible for protecting all account passwords and for any authorized or unauthorized use made of Clients account. Client agrees to comply with the rules appropriate to any network to which Client May gain access via the services of CodeFirm LLC. Client acknowledges that any proprietary, confidential, or otherwise valuable information that client desires to keep confidential should not be transmitted over any part of the Internet, nor reside on computers connected to the Internet. Client will not transmit or make available to the Internet any material that is illegal, libelous, tortuous, or likely to result in action against CodeFirm LLC or its clients. Client agrees that under no circumstances will the Client use CodeFirm LLC equipment network and/or electronic mail addresses in connection with the sending of, unsolicited electronic mail messages, commercial or otherwise, including, but not limited to, the sending of unsolicited mass mailings from another service which in any way implicates the use of CodeFirm LLC’ service, equipment or any CodeFirm LLC electronic mail address.. Accounts that do not adhere to this policy are subject to additional charges please read our Acceptable Use Policy.
1. Service Plans and Term Commitment. Client agrees not to use the services purchased from CodeFirm LLC in a manner prohibited by any federal or state law. If Client terminates service before or after service installation and prior to completion of the any term commitment, Client agrees to pay 75% of Client’s remaining monthly service fees or $200 whichever is greater pursuant to this agreement. Cancellations prior to installation that include equipment are also subject to a 5% equipment-restocking fee. Termination of service must be in writing to CodeFirm LLC with a ninety-day notice. Such termination or suspension does not relieve customer of the obligation of their contract with CodeFirm LLC. Since CodeFirm LLC does not determine account activity by your usage, you must cancel your services in writing or your account will continue to be billed. The initial term and/or any additional term shall be extended automatically for an additional term equal to the one stated in the Service Agreement, unless customer gives. CodeFirm LLC written notice of termination no less than sixty days prior to the expiration date of the existing and/or additional term. CodeFirm LLC reserves the right to change the rates or discontinue the service offering with 90 days written notice to Customer. Past due accounts are subject to termination without prior notice. To restore service disrupted service a reactivation charge may apply. Customer will be liable for all past due charges and any early termination fees if account is not brought current and service restored.
2. Choice of Law; Venue; Jury Trial. This agreement shall be construed in accordance with and governed by the internal laws of the State of Florida, without given effect to choice of law. Any legal action or other legal proceeding relating to this agreement or the enforcement of any provision of this agreement shall be brought or otherwise commenced in a state or federal court located in Lee County: Florida. Each of the parties hereto irrevocably waives the right to a jury trial in connection with any legal proceeding relating to this agreement or the enforcement of any provision of this agreement.
3. Assignment. The provisions of this agreement shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the parties hereto. Client may not assign or transfer its rights or obligations under this agreement without the prior written consent of CodeFirm LLC. This agreement supersedes all previous representations, understandings or agreements and shall prevail not withstanding any variance with terms and conditions of any order submitted.
4. Enforceability. If any provision of this agreement is held to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this agreement shall remain valid and enforceable according to its terms.
This agreement supersedes all previous representations, understandings or agreements and shall, prevail not withstanding any variance with terms and conditions of any order submitted. Acceptance of this Agreement by CodeFirm LLC may be subject, in CodeFirm LLC’s absolute discretion, the completion of a credit check. Customers signature acknowledges that they have read understand and accept such terms and conditions and that they are duly authorized to execute and deliver this service Agreement.