The following Terms of Service (the “TOS”) apply to your use of this website (http://websembli.com) (the “Site”) and, in the event that you become a customer of the Site (“Customer”) this TOS also sets forth the terms under which services are provided. Websembli, LLC (“Company” “We”, “Our”, “Us”) operates this site and provides all services offered thereon (“Services”) and may also, from time to time, offer and promote products relevant to the Services and products and services of others governed by different terms and conditions.
By using the Site, you agree to be bound by all terms set forth herein which pertain to the use of the Site. Use of the Site, or portions thereof, may be limited to Customers of the Site. By registering for an account with the Site you further agree to all of the remaining terms set forth herein.
3.1 Term. This TOS shall remain in effect from the time indicated herein until otherwise terminated as provided hereinbelow (“Term”).
3.2 Single User Only. Each account shall be for one accountholder only. In the event that account registration is on behalf of an entity, you certify that you are an authorized representative of the entity with full authority to agree to the terms contained herein, and in any other documents incorporated herein.
3.3 Required. Use of certain portions of the Site is permitted in some instances prior to registration. Access to other portions of the Site and all access to Services provided via the Site are limited to registered accountholders only.
3.4 Age. Registration is limited to individuals at least 18 years of age at the time of registration. In some instances, registration may be permitted by individuals under 18 with parental consent. Please CONTACT US for more information.
3.5 Account Information. You agree that all information You provide to Us concerning your Registration, including payment information, shall be accurate at the time it is provided. You further agree to keep such information accurate and up to date throughout the Term and while any balance is due to Company.
3.6 Confidential Nature. Upon the assignment of your user ID and password that you will maintain the confidentiality of your account information and assume all responsibility of and from any loss, theft or other destruction of any data as the result of any access to your account via the use of your user ID.
4.1 For the Term, Company, subject to the terms and conditions set forth herein and for, hereby grants you a non-exclusive, limited, personal, terminable at will, license to use the Site and Services for the term of the Agreement as set forth herein.
4.2 Your rights under this Agreement may be assigned only upon prior notice to Company and upon express written approval by Company. Any other assignment is null and void.
4.3 The license set forth in this section does not include any right or entitlement to use any trademark, service mark, registered or otherwise of Company or any related entity. For information upon how you may use our trademarks in your marketing materials or on your website, contact our customer service department.
5.1 Company charges the following fees where applicable. All such fees are subject to change with (30) days’ notice. Not all fees are applicable to all accounts or Services.
5.1.1 Set-Up Fee. This is a one-time fee may that be charged in connection with the establishment of a new account.
5.1.2 Service Fee. This is the fee for the creation of your website in full.
5.1.3 Term Service Fee. This is your monthly, annual, or bi-annual Services and is billed in advance.
5.1.4 Domain Registration Fee. This is the fee for the registration of a domain name and is non-refundable.
5.1.5 Private Registration Fee. This is the fee for the optional private registration service and is non-refundable.
5.1.6 Termination fee as described under Section 8.3.
5.1.7 Other Service-Related Fees. These are fees for additional services that you may choose to add to your account.
5.2 Company reserves the right to alter, change, amend or delete Fees at its sole option. Company further reserves the right to institute new services and charge fees in association with the provision of such new services as it deems appropriate.
5.3 Company reserves the right to offer subsequent promotional rates which may or may not be more favorable than the terms under which you entered this agreement. Any such periodic special rates shall not affect the then existing rights and responsibilities of each party. Company also reserves the right to change the rate charged for any such fee under this agreement with thirty (30) days’ notice.
5.4 Payment. Fees are charged to the credit card or bank or other financial account established at the time of Registration of your Account. You hereby agree to all such charges, in advance of the service period for which the fee is charged. You agree to pay all charges to your credit/debit card pursuant to the terms of your credit/debit card agreement.
5.5 Prior to activation of your user account and at any applicable time thereafter, you agree to allow Company to charge your provided credit card or bank account, and at stated regular intervals the agreed service fee amount for the stated period, together with any Company set-up charges, registration fees, or any other charges outlined herein as may be applicable. You further authorize Company to charge your credit card or bank account for all subsequent period fees at, or a reasonable period in advance of, the commencement of any such subsequent period. You agree to maintain current valid existing credit card or other such payment information with Company for the purpose of satisfying the Company charges as they become due. Refusal or rejection of any such charge or any portion thereof is grounds for account suspension and/or termination at the sole option of Company under Paragraph eight (8) herein. An administrative fee of $35.00 may be charged for the refusal, rejection or return of any such charge for any reason whatsoever or any portion thereof in addition to account suspension and/or termination at the sole option of Company.
6.1 Services. All Company accounts include the features shown on the Products page of the Site located at https://websembli.com/pricing/. All Services are subject to change at any time prior to purchase and after purchase upon 30 days’ notice to you. Notice shall be given by updating the Products page set forth above.
6.2 Templates. Each plan includes access to a choice of exclusive Company templates and basic customization thereof. Advanced customization is available in some Company plans.
6.2.1 All Intellectual Property Rights in and to the Company templates, are the exclusive property of Company and its licensors (where applicable). Except as explicitly provided herein, nothing in this Agreement shall be deemed to grant any license in or to such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Company template. Use of the Company templates or other content from the Site for any purpose not expressly permitted by this TOS is strictly prohibited. Any Suspension or Termination under Section 8 herein, shall also suspend and/or terminate any license to use any template granted herein. No template or any part of the Service may be used, copied, reproduced or displayed in any form without express written consent of Company.
6.2.2 Basic Installation Services. Basic Installation is included with each Company plan. This includes the installation and activation of the Company template with the designated Customer Account. Basic Installation does not include integration with any plugins or applications not included with the initial installation.
6.2.3 Social Media Setup. Social Media Setup incudes setting up of accounts on Yelp, Google, Instagram, Facebook, Youtube, & LinkedIn, Twitter, & other social media accounts.
6.2.4 Add-On Setup – Add-on Setup means assistance with certain approved add-ons to facilitate certain services such as plugins/email/SEO.
6.3 Domain Name Setup/Registration. Basic Domain name setup includes assistance with acquiring available Domain Names and/or assisting Customer to point domains registered with third party registrars to Company servers. Alternatively, Company does provide Domain Name registration services as well according to the terms set forth below.
6.4 Secure Socket Layer Certificate. One Secure Socket Layer (SSL) certificate is included with each Company account and renewal. This is necessary to facilitate most e-commerce solutions.
6.5 Web Hosting Services. All Company templates are hosted with Company servers. Customer, may use any Customer Domain name to point to the Company Account and agrees to provide Web Hosting Services according the plan selected by you upon activation of your account. Company reserves the right to change, amend and/or otherwise alter the services provided with equivalent or otherwise equal services without prior notice to you. The specifics of any particular offer are contained within the offer itself as published on the Site at the time you create your account and remain in effect throughout the term of your agreement. The specifics of all current offers are located within the Site located at www.Company.com. Web Hosting Services shall be defined as server space and data transfer allowances for the purposes of displaying a business or personal website.
6.6 Backup Services. You are responsible for ensuring your own full and complete backup of your site outside the Company system. For information as to how you can run a backup please See. # Notwithstanding the forgoing, Company does maintain regular, industry standard backups which should never be relied upon as your primary backup strategy. No system is perfect and your failure to maintain your own backup is at your own risk.
6.7 Domain Name Registration. At Customer’s request, Company may acquire a Domain Name (“Domain Name”), on behalf of Customer. Company is a fully authorized reseller of Namesilo.com and utilizes the Namesilo registration system for all Domain Name registration and renewal services. Your purchase of a Domain Name is specifically subject to your agreement to the terms of this TOS and also to the terms of the Namesilo General Terms and Conditions which can be found at https://www.namesilo.com/Support/General-Terms-and-Conditions and which is incorporated fully into this TOS.
6.7.1 Limitation of Liability. Although the Namesilo Domain Name registration system is one of the most reliable Domain Name Registration systems in the World, as with any electronic system, it is not perfect. We promise to work with you to coordinate with Namesilo to resolve any problems that should occur as quickly as possible. However, by registering your Domain Names with Company, you understand and agree that the maximum liability arising out of any error including any failure to register or renew any Domain Name is remedy set forth in paragraph 14. In the event of any Domain Name registration issue, contact Customer Service immediately and inform them of the details of the issue. In order to avoid registration issues, it is important that you keep your billing information up to date at all times.
6.7.2 Customer Owns the Domain Name. Company will not own or otherwise control any Domain Name registered on your behalf under this section. Company provides this service as a convenience to you only and you hereby waive any and all claims which you may have, or which may later arise, against Company for any and all damages, losses, claims or expenses arising out of or related to the acquisition, registration and/or use of the Domain Name. You hereby agree to pay any costs incurred by Company to register and/or maintain the Domain Name on your behalf by Company under the payment provisions of this agreement elsewhere herein.
6.7.3 Other Services. Company offers a listing of additional services in connection with its Domain Registration and Web Hosting Services. The terms of these services are governed by this Agreement.
6.7.4 Any Domain Name Registrant that intends to license the use of a registered domain name to a third party shall remain the Domain Name Registrant of record and shall remain responsible for providing its own full contact information to Company and for providing and updating accurate technical and administrative contact information adequate to facilitate timely resolution of any problems that arise in connection with the Registered Domain Name. A Registered Domain Name Holder licensing the use of a Registered Domain Name to a third party according to this provision specifically hereby agrees to accept all liability for any damages or harm caused by any wrongful or allegedly wrongful use of the Registered Domain Name by such third party, including any and all attorney’s fees and costs, as though the use was their own.
6.7.5 The Domain Name Registrant shall provide to Company accurate and reliable contact information and promptly correct and update all such information and keep such information current at all times during the term of the Domain Name registration, including: full name, postal address, e-mail address, voice telephone number, and fax telephone number if available for the Registered Name Holder; name of authorized person for contact purposes in the case that the Domain Name Registrant is an organization, association, or corporation. A Domain Name Registrant’s willful provision of inaccurate or unreliable information, its willful failure to promptly update the contact information provided to Company, or its failure to respond for over fifteen (15) calendar days to inquiries by Company concerning the accuracy of contact information details associated with the registration shall constitute a material breach of the Domain Name Registration portion of this Agreement and shall be a basis for cancellation of the Domain Name registration.
7. INTELLECTUAL PROPERTY / OWNERSHIP
7.1 It is understood and agreed that during the term of this agreement and thereafter you may come into possession of information, which is the confidential and proprietary information of Company, including but not limited to the Company customer service and maintenance tools. You acknowledge that all right and title to any such Company intellectual property shall remain the sole property of Company and that you have no right, title or interest therein. You further agree not to provide access to the Company services to any third party. You agree yourself and not to assist any third party in any way to use, translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, license, distribute, market or otherwise dispose of any portion of the Company Services. Any and all right or title to any engineering, coding, programming or customer service work around or other modification of the Company service shall also remain the sole property or Company.
7.2 During the term of this agreement, you may have access to certain information and materials relating to the Company business, customers, software technology and marketing which Company treats as confidential (hereinafter “Confidential Information”). You agree to at all times during the term of this agreement and otherwise as set forth herein: (i) hold in confidence, and not disclose or reveal to any person or entity, any “Confidential Information” without the express prior written consent of Company; and (ii) not use or disclose any of the “Confidential Information” for any purpose at any time, other than pursuant to your rights under this agreement for the purpose intended. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for three (3) years following termination of this Agreement with respect to Confidential Information, which does not rise to the level of a trade secret.
7.3 You are the sole owner of any information that You post within your account area. Company does not normally review or edit the information posted within Your account. Notwithstanding the above Company specifically reserves all right to edit, change, remove or delete any information posted in violation of this policy, the Company Acceptable Use Policy or any applicable law, order or public policy. Company is not your partner, associate, joint venturer or agent with respect to any information placed by you on the Company servers.
8. SUSPENSION AND TERMINATION
8.1 Suspension. At the sole option of Company for any reason set forth herein or in the event that you breach any term of this agreement including but not limited to Section 1 (Payment of Fees) or any violation of the Company Acceptable Use Policy, Company may suspend your account by deactivating any access by you and/or by web users to any information contained on the Company servers related to your account while maintaining the information and data related to your account upon the Company servers. Suspension shall specifically include the disabling of your hosted domain and/or any access to information or data related to your account. In the event of any such suspension you will be notified. At the option of Company you may be given an opportunity to correct such breach or violation. Upon being notified of an opportunity to correct such breach or violation, if such breach or violation is not corrected the account may be terminated under paragraph 8.2. Service charges will continue to accrue on suspended accounts as if they were not suspended. You will remain responsible for the payment of any such charges during any such period of suspension.
8.2 Termination. This agreement and all of its terms shall remain in full force and effect until it is terminated. Termination shall include the removal of any and all of your information from the Company servers. Such information or data may or may not be made available to you by Company after any such termination. This agreement may be terminated either (a) after a period of suspension as set forth in paragraph 8.1 or (b) except as otherwise stated herein by either party upon 45 days’ notice in advance of a renewal period for any reason.
8.3 Termination Fee. In the event of termination under paragraph 8.2(a) there will be no refund provided to you. In addition, Company may charge you an additional termination fee not to exceed $100.00 at its sole option. The assessment of this termination fee shall not affect the rights of Company to recover from your losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorney’s fees or other costs of any kind as may be applicable under California Law.
9. LIMITATION OF LIABILITY
9.1 You hereby consent and agree that as to any information which Company may collect from you and/or maintain with respect to you, including but not limited to your account information, dates of service, billing address, billing records, usage statistics, site statistics, services purchased, domain name purchases, correspondence to or from Company concerning you or your account, or other information which in Company sole judgment is reasonable, Company may disclose such information to public or private third parties as applicable law may require or permit. The decision as to whether to disclose such information as may be required, permitted or otherwise reasonable shall be within the sole discretion of Company and may include but shall not be limited to (1) compliance with court order, subpoena or other request of any State or Federal government, (2) compliance with the Electronic Communications Decency Act, (3) compliance with the Digital Millennium Copyright Act (3) compliance with the Company Terms of Service or other policies. Company may charge the person or entity submitting any civil subpoena or other such information request, or any response thereto the costs associated with compliance. Payment must be made either (a) within thirty (30) days from the date of the Company invoice for these costs and services or (b) prior to the release of the information sought, whichever is earlier. Checks should be made payable to Company. Compliance costs are as follows:
9.2 During and after the term of this agreement you agree to receive periodic emails, telephone calls, or SMS message containing commercial offers from Company and certain approved marketing partners in regards to Company or such partner products, services. We may also contact you concerning your account, system conditions, changes, updates or and schedules.
9.3 You agree to provide and at all times during the term of this agreement maintain true and accurate account information on file with Company specifically including your Name, Address, Email address, telephone number billing information and any other account information requested at any time during the sign up process. You further agree that the failure to provide or maintain such accurate information is a material breach of this agreement and subjects your account to suspension and/or termination as set forth in paragraph eight (8) herein.
10. ACCEPTABLE USE POLICY
10.1 Company strictly enforces compliance with its acceptable use policy which may be found on the Site located at http://www.websembli.com/acceptable-use-policy. The terms of the acceptable Use Policy are incorporated into this agreement as though they were fully set forth at length herein. You agree to maintain your website in full compliance with the terms of the acceptable use policy. Failure to comply with the policy in the judgment of Company is cause for immediate suspension and/or termination under paragraph eight (8) herein. Company reserves the right to refuse to provide service to anyone at their sole option.
11. INFORMATION USAGE AND COMMUNICATIONS
11.1 You hereby consent and agree that as to any information which Company may collect from you and/or maintain with respect to you, including but not limited to your account information, dates of service, billing address, billing records, usage statistics, site statistics, services purchased, domain name purchases, correspondence to or from Company concerning you or your account, or other information which in Company sole judgment is reasonable, Company may disclose such information to public or private third parties as applicable law may require or permit. The decision as to whether to disclose such information as may be required, permitted or otherwise reasonable shall be within the sole discretion of Company and may include but shall not be limited to (1) compliance with court order, subpoena or other request of any State or Federal government, (2) compliance with the Electronic Communications Decency Act, (3) compliance with the Digital Millennium Copyright Act (3) compliance with the Company Terms of Service or other policies. Company may charge the person or entity submitting any civil subpoena or other such information request, or any response thereto the costs associated with compliance. Payment must be made either (a) within thirty (30) days from the date of the Company invoice for these costs and services or (b) prior to the release of the information sought, whichever is earlier. Checks should be made payable to Company. Compliance costs are as follows:
11.3 You agree to provide and at all times during the term of this agreement maintain true and accurate account information on file with Company specifically including your Name, Address, Email address, telephone number billing information and any other account information requested at any time during the sign-up process. You further agree that the failure to provide or maintain such accurate information is a material breach of this agreement and subjects your account to suspension and/or termination as set forth in paragraph eight (8) herein.
11.5 You agree that Company may record telephone conversations with You, your agents and representatives and You hereby authorize and consent to the recording of conversations by means of electronic telephone recording equipment or otherwise, without the use of an automatic tone warning device, and without assuming responsibility to make or retain such tape recordings. Such recordings may be used by Company for training, quality assurance and in the event of any dispute between Company and Customer.
12.1 Any notice under this agreement shall be given by Company to you via email at the address provided by you to Company at the commencement of this agreement or as Company is subsequently advised. Notice to you at this address is deemed sufficient regardless of your receipt of such email. If you wish to update your email address you should do so by contacting customer service via the Site located at www.websembli.com/helpdesk
12.2 Any notice by you to Company shall be made by email or telephone to a customer service representative at [email protected] or 1-213-xxx-xxxx during Company regular business hours of 7:00 a.m. to 5:00 p.m. Eastern Standard Time and is effective only upon receipt by Company of any such notice. Such notice may also be sent via United States Mail to the following Address:
12915 Hawkshead Terrace
Silver Spring, Maryland 20904
Email: [email protected]
13. WARANTEES AND DISCLAIMER
13.1 Company makes every reasonable effort to maintain operation of the Company service. However, because many events and circumstances are beyond the control of Company, Company does not, in any way, warrant or otherwise guarantee the availability of the Company system or servers and is not responsible for any delay or loss of data, lack of connection, slow connection, or any other such issues whether due to the active or passive negligence of Company.
13.2 THE COMPANY SERVICE IS PROVIDED TO YOU ON AN “AS IS” BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
13.3 In general, Company has no control over information contained on the Internet. Information obtained by you from the Internet may be inaccurate, offensive or in some cases even illegal. Company accepts no responsibility for any information which you receive from the Internet. You accept full responsibility to verify the truth and accuracy, legality and ownership of the information that you obtain from the Internet as well as the reputation of the individuals with whom you may deal. Company provides no warrantee for any goods or services which you obtain over the Internet nor the compatibility of any such services with the Company system.
13.4 You hereby expressly waive any claim for damages of any kind whether direct, indirect, special, exemplary, punitive, incidental or consequential, loss of profits or loss of business as the result of any action taken in response to any claim of copyright infringement without regard to whether or not the material claimed to have been infringing is later found to be infringing.
13.5 THE TOTAL SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU AS THE RESULT OF ANY BREACH OF THIS AGREEMENT, NEGLIGENCE, OR ANY ACTION OR FAILURE TO ACT WHETHER INTENTIONAL OR OTHERWISE SHALL BE THE TOTAL AMOUNT OF SERVICE FEES PAID BY YOU TO COMPANY IN THE THREE MONTHS IMMEDIATELY PROCEEDING ANY ALLEGATION OF ENTITLEMENT TO SUCH REMEDY. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS AS THE RESULT OF ANY SUCH ACTION OR INACTION WITHOUT REGARD TO THE LIKELIHOOD OF ANY SUCH DAMAGES.
14.1 You agree to fully defend and indemnify and hold harmless Company of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorney’s fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any breach or claim of breach of this agreement or your negligence whether active or passive or any negligence of Company in any way related to your use of the Company service or any portion thereof.
14.2 You agree to fully defend and indemnify and hold harmless Company of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorney’s fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any violation or claimed violation of any copyright or other intellectual property right of any third party which is in any way related to your use of the Company service or any portion thereof. Choice of counsel remains exclusively that of Company.
14.3 You agree that upon the assignment of your user ID and password that you will maintain the confidentiality of your account information and assume all responsibility of and from any loss, theft or other destruction of any data as the result of any access to your account via the use of your user ID. You further agree to defend and indemnify and hold harmless Company of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorney’s fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any claim for damages in any way related to the disclosure of your confidential User ID and Password information. Choice of counsel remains exclusively that of Company.
15. FORCE MAJURE. Either party to this agreement shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes, health emergencies, strikes, riots, war, and other Federal or local governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay and any reasonable period thereafter.
16. EXPORT CONTROLS. Software available in connection with the Company services is subject to United States export controls. No Software may be downloaded from Company or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the downloaded Software or software component is at your sole risk.
17. ASSIGNMENT. Your rights under this agreement may be assigned only upon prior notice and express approval by Company. Company may assign its rights hereunder to any person or entity who shall become a principal owner, or shareholder of Company. Any other attempted transfer or assignment of rights hereunder shall be null and void ab initio.
18. SEVERABILITY. In the event any provision or part of this TOS is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire TOS, will be inoperative.
19. SURVIVAL Sections 1, 3 through 23, inclusive, of this agreement shall survive the termination of this agreement and shall remain in full force and effect after any such termination.
20. CHOICE OF LAWS / JURISDICTION. This Agreement shall be interpreted under the laws of the State of California without regard to any conflict of laws provisions. Any action between the parties to this agreement for the breach of this agreement or any action or claim in any way relating thereto shall be venued in the Superior Court of the State of Maryland, County of Montgomery. The parties to this agreement hereby consent to jurisdiction in that court and agree to accept service by mail and hereby waive any defense of any kind related to jurisdiction or venue.
21. AGENCY. Notwithstanding any other provision of this agreement, Company is not your agent, partner or joint venturer in any respect.
22. AMENDMENT. Company may without advance notice amend this Agreement from time to time, and will do so by posting the new Agreement on the Site in place of the old. Each and every such amendment shall be become effective immediately for all pre-existing and future accounts.
23. COPYRIGHT INFRINGEMENT. Company maintains and strictly enforces a policy against repeat copyright infringement including the termination of any account receiving multiple copyright infringement claims. Any notice concerning any claim of copyright infringement should be addressed to:
12915 Hawkshead Terrace
Silver Spring, Maryland 20904
Email: [email protected]
TLD Contracts (Domain Name Registration).
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