This Terms of Services Agreement is made between ICG Link, Inc., a subsidiary of Multiply, LLC, and customers who pay for our services. It covers the service dates indicated on paid invoices. This Agreement states the terms and conditions by which ICG Link will deliver, and the customer will receive, the services provided by ICG Link. Each invoice submitted, accepted and executed by both parties is hereby incorporated into this Agreement. This Agreement is intended to cover any and all services ordered by customers and provided by ICG Link. Hosting fees and payment schedules are shown here.
All contents on the websites www.icglink.com, www.111webstudio.com, www.icglink.net, www.spam111.com, www.build111.com, www.church111.com, www.bookit111.com, www.contact111.com, www.link111.com, www.suite111.com, multip.ly and oneelevendigital.com including, without limitation, ICG Link's services, software tools, content management systems, hardware design, algorithms, software, user interface designs, architecture, class libraries, objects and documentation, network designs, know-how, trade secrets and any related intellectual property rights throughout the world, including any derivatives, improvements, enhancements or extensions of the above, conceived, reduced to practice or developed during the term of this Agreement, are the property of ICG Link, unless otherwise noted. This Agreement does not transfer from ICG Link to customers any of the aforementioned technology, and all rights, title and interest in and to it will remain solely with ICG Link. Customers agree that they will not, directly or indirectly, reverse-engineer, de-compile, disassemble or otherwise attempt to derive source code or other trade secrets from ICG Link. Customers further agree that they will not, without ICG Link's prior approval, use, copy, download or distribute any material contained on ICG Link's website. ICG Link is not responsible for typographical errors. All trademarks and service-marks are property of ICG Link, unless otherwise noted. The absence of a trademark (TM) or service mark (SM) from a logo does not constitute a waiver of our trademark or other intellectual property rights concerning that name or logo. Mention of third-party products, entities and websites is for informational purposes only and does not constitute either an endorsement or a recommendation by ICG Link.
Limitations on Warranties
Each of ICG Link's guarantees is null and void if the customer fails to follow ICG Link's Acceptable Use Policy or any other ICG Link policies, or breaches this Agreement in any respect.
ICG Link does not monitor or exercise control over the content of the information transmitted through its facilities. Use of the services or any information that may be obtained therefrom is at the customer's own risk. The services are provided on an 'as is' basis, and the customer's use of the services is at its own risk. ICG Link does not make, and hereby disclaims, any and all other express and/or implied representations or warranties of any kind, whether express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, protection from security breaches, non-infringement and title, and any warranties arising from a course of dealing, usage or trade practice. ICG Link does not warrant that the services provided will be uninterrupted, error-free or completely secure.
ICG Link does not, and cannot, control the flow of information to or from ICG Link's network and other portions of the Internet. Such flow depends, in large part, on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Customer's connections to the Internet or its portions. ICG Link cannot guarantee that such events will not occur. Accordingly, ICG Link disclaims any and all liability resulting from or related to such events.
Limitations on Liability
ICG Link shall not be liable for any loss of data resulting from delays, hacking, corruption of data, non-deliveries, mid-deliveries or service interruptions. The customer shall be solely responsible for the selection, use and suitability of ICG Link services, and ICG Link shall have no liability therefor.
Except to the extent of ICG Link's gross negligence or willful misconduct, ICG Link shall not be liable for unauthorized access to ICG Link's or the customer's transmission facilities or premise equipment, or for unauthorized access to, or alteration, theft or destruction of, the customer's data, programs, procedures or information, whether through accident, fraudulent means or devices or any other method, regardless of whether such damage occurs as a result of ICG Link's negligence.
In no event shall ICG Link be liable or responsible to the customer for any type of incidental, punitive, indirect or consequential damages, including, without limitation, lost revenue, lost profits, replacement goods, loss of technology, rights or services, loss or theft of data, or interruption or loss of use of service or equipment, even if advised of the possibility of such damages, whether arising under theory of contract, tort, product liability, strict liability or otherwise.
Notwithstanding anything else to the contrary contained in this Agreement, ICG Link's maximum aggregate liability to the customer for any claim related to, or in connection with, this Agreement, whether in contract, tort or otherwise, shall be limited to the total amount of fees actually paid by Customer to ICG Link for the prior six (6) months.
Customers shall be solely responsible for the development, operation and maintenance of their on-line store and all products, contents and materials in connection with such store, including, without limitation: (a) the accuracy and appropriateness of content and materials appearing within the customer's store or related to the customer's products; (b) ensuring that the content and materials appearing within the store or related to the customer's products do not violate or infringe upon the rights of any third party; and (c) ensuring that the content and materials appearing within the store or related to the customer's products are not libelous or otherwise illegal. The customer shall be also solely responsible for the final calculation and application of shipping and sales tax. Furthermore, the customer shall be solely responsible for accepting, processing and filling any of its customer's orders, and for handling any customer inquiries or complaints.
The customer agrees to indemnify and hold ICG Link harmless against any losses, costs, expenses (including, without limitation, reasonable attorneys' fees), claims, damages, liabilities, penalties, actions, proceedings or judgments (collectively, 'Losses') resulting from any claim, suit, action or proceeding brought by a third party against ICG Link or its affiliates, that is related to, or arises out of, (a) The customer's infringement or misappropriation or alleged infringement or misappropriation of any United States copyright, trade secret, patent, trademark or other proprietary right, whether direct or indirect and intentional or non-intentional; or (b) The customer's violation of, or failure to comply with, this Agreement or the Acceptable Use Policy or any other rules and regulations of ICG Link. The customer further agrees to indemnify ICG Link and its affiliates against any Losses that are related to, or arise out of, any content provided by the customer or the clients or customers of the ICG Link customer, and the customer will reimburse ICG Link and its affiliates for all legal expenses, including, without limitation, reasonable attorneys' fees, incurred by ICG Link and its affiliates in connection with such Losses.
This Agreement, and the services provided by ICG Link to the customer, may be terminated by either party at any time and for any reason, upon a no less than thirty (30) days' prior written notice to the other party. Regardless of which party terminates this Agreement pursuant to this Section, any and all payment obligations of the customer under this Agreement, for services that ICG Link provided through the date of termination, will immediately become due, and the customer shall be required to pre-pay any services to be rendered by ICG Link during such thirty (30) day period.
Use of Customer's Name & Communications
Customer agrees that, during the term of this Agreement, ICG Link may publicly refer to the customer, orally and in writing, as a customer of ICG Link, in its resumes, client lists and other promotional materials and communications, including, without limitation, press releases, brochures, reports, letters and electronic media, such as e-mail and web pages.
Customer further agrees that ICG Link may send notification or marketing email to customer contacts from time to time. Customer contacts will be removed from ICG Link mailing lists upon request.
Cost Recovery Fee
During the period beginning with the commencement date for services and ending one year after payment of the final invoice, the customer and any associated individuals, corporations, partnerships or other legal entities which are associated with the customer agree not to solicit and/or offer employment to an employee of ICG Link. Violation of the terms of this clause will be assessed a cost recovery fee equal to 35% of the ICG Link employee's full annual base salary.