Our Terms of Service
Updated Sept 1, 2019
Please read this Terms of Service Agreement carefully, as it contains important information regarding your legal rights and remedies.
This Terms of Service Agreement (“Agreement”) is entered into by and between (“Social Honey Bees”) and you (“Client”). This Agreement is made effective as of the date of the use of the “Clients” website (“Site”) this website (“Our Site”) or the date of electronic acceptance by means of payment (recurring or one-time). Social Honey Bees and Client are sometimes referred to herein collectively as the “parties” or individually as a “party.”
1.1 Social Honey Bees Services.
Social Honey Bees agrees to provide Client access to Social Honey Bees’s associated hosting and support services related to the development and management of Client’s website (the “Website”) as set forth or as described during the registration process (the “Website Services”). Social Honey Bees shall provide the Website Services so that the Website is accessible to third parties. Except as expressly provided herein, Client agrees that Social Honey Bees is responsible only for providing the Website Services, and Social Honey Bees is not responsible for providing any services or performing any tasks not specifically agreed to between Social Honey Bees and Client during the registration process. At the time of execution of this Agreement, to the extent that Client wishes to receive from Social Honey Bees, and Social Honey Bees wishes to provide to Client, services other than the Website Services (collectively, the “Additional Services”), such Additional Services and the arrangements for their provision shall be set forth in a separate addendum to this Agreement which is duly executed by the Parties (the “Services Addendum”), and the Services Addendum shall be incorporated into, and become a part of this Agreement. The Website Services and the Additional Services will hereinafter be referred to collectively as the “Services”.
1.2 Grant of License; Restrictions.
Social Honey Bees hereby grants to Client during the Term a non-exclusive, worldwide, limited license granting Client access to Social Honey Bees’s software and proprietary technology (the “Platform”), which will allow Client to (a) use and receive the Social Honey Bees Services, and (b) access the Social Honey Bees web portal for purposes of developing and managing the Website as part of the Social Honey Bees Services. Client acknowledges that the Platform and its structure, organization, and source code constitute valuable trade secrets of Social Honey Bees and its licensors. Except as expressly permitted by this Agreement, Client agrees that Client shall not, and shall not permit any third party, to: (a) reproduce, modify, adapt, alter, translate, or create derivative works of the Platform; (b) sublicense, distribute, sell, use for service bureau use, lease, rent, loan, or otherwise transfer the Platform to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Platform; (d) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the Platform; or (e) otherwise use or copy the Platform except as expressly permitted under this Agreement.
Client shall post all materials comprising the Website, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text (the “Client Content”), which shall be in a correct format (as specified by Social Honey Bees in consultation with Client). Client acknowledges that Website construction and management is Client’s responsibility. Social Honey Bees shall not be responsible for Website management or files lost or damaged by Client. Social Honey Bees maintains system backups that are intended to recover from system failure and which may be used for restoration of files to individual sites.
1.4 Availability of Website.
The Website shall be accessible to third parties via the Internet twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs, and except for any loss or interruption of Social Honey Bees Services due to causes beyond the control of Social Honey Bees or which are not reasonably foreseeable by Social Honey Bees, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures. In the event of any loss or interruption of Social Honey Bees Services, Client’s sole and exclusive remedy and Social Honey Bees’s sole and exclusive liability for any loss or interruption of Social Honey Bees Services shall be as follows: for loss or interruption of Social Honey Bees Services which is due to (i) causes other than scheduled maintenance and required repairs; (ii) causes beyond the control of Social Honey Bees; or (iii) causes which are not reasonably foreseeable by Social Honey Bees, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures, which loss or interruption of Social Honey Bees Services exceeds a continual period of twenty-four (24) hours, Client shall receive a credit against future Social Honey Bees Services equal to a pro rata portion of Social Honey Bees Services fees for the period of downtime.
1.5 Additional Storage and Transfer.
Client agrees that it will not exceed the bandwidth or storage space limits applicable to the purchased Social Honey Bees Services. In the event that the Website exceeds the limits included in the Social Honey Bees Services, or should Client request or require increased limits, Social Honey Bees will automatically bill Client for any such upgrade in the level of Social Honey Bees Services, or the additional incremental storage required by Client’s use to be included in the Social Honey Bees Services, on a time and materials basis and in accordance with the fee schedule set forth in the plan that includes the appropriate storage amounts.
Updates to the Website shall be the sole responsibility of the Client unless Client subscribes to premium plan outlined in Social Honey Bees Retainer Package.
Social Honey Bees represents and warrants it has implemented and will maintain reasonable and appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of Client Content.
2. License and Proprietary Rights.
2.1 Proprietary Rights of Client.
As between Client and Social Honey Bees, Client Content shall remain the sole and exclusive property of Client, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. During the term of this Agreement, Social Honey Bees shall have the right to use Client’s name, trade name and/or trademark(s) in connection with the marketing and promotion of its business activities. Except as provided in this Section 2.1, nothing in this Agreement shall be construed to grant Social Honey Bees any ownership right in, or license to, the Client Content provided by Client to Social Honey Bees.
2.2 Proprietary Rights of Social Honey Bees.
All materials, including but not limited to the Platform, any computer software (in object code and source code form), data or information developed or provided by Social Honey Bees or its suppliers under this Agreement, and any know-how, methodologies, equipment, or processes used by Social Honey Bees or its suppliers to provide the Website Services to Client, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively “Social Honey Bees Materials”) shall remain the sole and exclusive property of Social Honey Bees or its licensors. To the extent, if any, that ownership of the Social Honey Bees Materials does not automatically vest in Social Honey Bees by virtue of this Agreement or otherwise, Client hereby transfers and assigns to Social Honey Bees all rights, title and interest which Client may have in and to the Social Honey Bees Materials. Client acknowledges and agrees that Social Honey Bees is in the business of providing the Platform and licensing access, use, and operation of the Platform, which allows its customers to host their WordPress websites and receive associated support services, and that Social Honey Bees shall have the right to provide services to third parties that are the same or similar to the Website Services, and to use or otherwise exploit any Social Honey Bees Materials in providing such services.
Each party agrees that during the course of this Agreement, information that is confidential or proprietary may be disclosed to the other party, including, but not limited to, software, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Confidential Information shall not include information that the receiving party can demonstrate (i) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party; (ii) was known to the receiving party as of the time of its disclosure; (iii) is independently developed by the receiving party; or (iv) is subsequently learned from a third party not under a confidentiality obligation to the providing party. Except as provided for in this Agreement, each party shall not make any disclosure of the Confidential Information to anyone other than its employees who have a need to know in connection with this Agreement. Each party shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require its employees to comply with these obligations. The confidentiality obligations of each party and its employees shall survive the expiration or termination of this Agreement.
3. Client Content.
3.1 Client Content.
Client assumes sole responsibility for (i) acquiring any authorization(s) necessary for hypertext links to third party websites; (ii) the accuracy of materials on the Website, including, without limitation, Client Content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted; and (iii) ensuring that the Client Content does not infringe or violate any right of any third party.
3.2 Acceptable Use Policy.
Social Honey Bees does not intend to and shall have no obligation to systematically monitor the content that is submitted, stored, distributed or disseminated by Client via the Website. An Acceptable Use Policy (“AUP”) is in effect for the Website Services. Any violation of the AUP may result in the immediate cancellation or suspension of any or all Services without warning.
Social Honey Bees respects the intellectual property of others and requests that Client does too. Social Honey Bees shall respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported using Social Honey Bees’s DMCA process. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Social Honey Bees’s designated agent for notice of alleged copyright infringement on the Services is:
4. Fees and Taxes.
Website Services shall be paid in Canadian Dollars (“CAD”) by valid payment method (acceptable to Social Honey Bees) at the time of purchase at the fee set forth on Social Honey Bees’s invoice. Client’s monthly or annual payments for the Website Services, depending on the plan selected by Client, shall be automatically charged to the payment method provided by Client at the time of purchase (with such payments being charged in advance on a monthly or annual basis, as applicable) each month or annually, as applicable (” Website Services Fee”), and you hereby agree that Social Honey Bees is authorized to so charge the payment method on file. Social Honey Bees may, at its sole discretion, suspend or terminate Website Services without notice if Client fails to provide payment for the new term.
If Client initiates a chargeback with the provider of a credit card or initiates a similar action to a payment provider allowed by Social Honey Bees for charges billed by Social Honey Bees for Website Services, Website Services will be immediately suspended without notice. Reestablishment of service following a chargeback or similar action will require sufficient explanation for the action and payment of the disputed charge and/or Social Honey Bees’s bank dispute fee.
4.3 Increase in Fees.
Social Honey Bees expressly reserves the right to change the fees charged hereunder for the Website Services with advanced notice to the Client. If Client does not agree to any such pricing change, it may cancel the Website Services within thirty (30) days from the date of your notice; otherwise all such changes shall be effective with respect to Client’s account and Client agrees that Social Honey Bees is authorized to charge the payment method provided by Client for any new Website Services Fee, on the next monthly or annual (as applicable) payment cycle.
4.4 Additional Services Fees.
Unless otherwise agreed in writing, Client shall pay to Social Honey Bees all fees for Additional Services on a time and materials basis as invoiced by Social Honey Bees.
4.5 Breach for Failure to Pay.
Failure of Client to fully pay any fees within sixty (60) days after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the Services by Social Honey Bees, and will be sufficient cause for immediate termination of this Agreement by Social Honey Bees. Any such suspension does not relieve Client from paying past due fees plus interest and in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys’ fees, court costs and collection agency fees.
Client shall pay or reimburse Social Honey Bees for all sales, use, value-added, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by Social Honey Bees under this Agreement; excluding, however, income taxes on profits which may be levied against Social Honey Bees.
5.1 Social Honey Bees Warranties.
Social Honey Bees represents and warrants that: (i) Social Honey Bees has the power and authority to enter into and perform its obligations under this Agreement; and (ii) Social Honey Bees’s Services under this Agreement shall be performed in a professional, workmanlike manner, consistent with industry standards.
5.2 Client Warranties.
Client represents and warrants that: (i) Client has the power and authority to enter into and perform its obligations under this Agreement; (ii) Client shall use commercially reasonable efforts to prevent unauthorized access to any restricted areas of the Website and any databases or other sensitive material generated from or in connection with the Website; (iii) Client shall not copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, misappropriate or otherwise attempt to extract any or all of the Social Honey Bees Materials; (iv) Client shall use the Website Services in accord with the AUP; and (v) Client Content does not and shall not contain any content, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, regulation or right of a third party, including, without limitation, export laws, or any proprietary, contract, moral, or privacy right or any other third party right, and that Client owns the Client Content or otherwise has the right to place the Client Content on the Website. Should Client receive notice of a claim regarding the Website, Client shall promptly provide Social Honey Bees with written notice of such claim.
5.3 Disclaimer of Warranty.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5.1, HOST MAKES NO WARRANTIES HEREUNDER, AND HOST EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.1 Indemnification by Client.
Client agrees to indemnify, defend, and hold harmless Social Honey Bees, its directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that: (i) if true, would constitute a breach of any of Client’s representations, warranties, or agreements hereunder; (ii) arises out of the negligence or willful misconduct of Client; or (iii) any of the Client Content to be provided by Client hereunder or other material on the Website infringes or violates any rights of third parties, including without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.
6.2 Indemnification Process.
In claiming any indemnification hereunder, the indemnified party shall promptly provide the indemnifying party with written notice of any claim which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its own expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified party shall not be final without the indemnified party’s written consent, which shall not be unreasonably withheld.
7. Limitation of Liability.
7.1 Limitation of Liability.
HOST SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, THE WEBSITE OR CLIENTS DATA FILES, PROGRAMS OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. HOST SHALL HAVE NO LIABILITY WITH RESPECT TO HOST’S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF HOST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF HOST TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO HOST BY CLIENT UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
8. Termination and Transition.
The term shall begin upon the processing of Client’s order, or upon completion of requested changes by Social Honey Bees. Upon completion of the term, Client acknowledges and agrees that the term will renew automatically for successive terms of length equal to the prior term unless Client notifies Social Honey Bees of its intent to not renew the Website Services.
Either party may terminate this Agreement if a bankruptcy proceeding is instituted against the other party which is acquiesced in and not dismissed within thirty (30) days, or results in an adjudication of bankruptcy, or the other party materially breaches any of its representations, warranties or obligations under this Agreement, and such breach is not cured within thirty (30) days of receipt of notice specifying the breach, except that the cure period for failures of payment obligations shall be ten (10) days. Social Honey Bees may terminate this Agreement at any time and for any reason by providing written notice of termination to Client and refunding a pro rata portion of fees paid to Client for WebsiteServices not yet rendered on the date of termination.
8.3 Termination and Payment.
Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement.
9.1 Entire Agreement.
This Agreement and any attached schedules constitute the entire agreement between Client and Social Honey Bees with respect to the subject matter hereof and there are no representations, understandings or agreements which are not fully expressed in this Agreement.
The Parties acknowledge and agree that successful completion of the Services shall require the full and mutual good faith cooperation of each of the Parties.
9.3 Independent Contractors.
The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party and this Agreement shall not be interpreted or construed to create an association, agency, joint venture, partnership, franchise or employee relationship between the Parties.
Social Honey Bees may update this Agreement from time to time in its sole discretion. In the event of any material change, Social Honey Bees will provide written notice to Client. Client’s continued use of the Services following such updates constitutes Client’s acceptance of the same. If Client does not agree to the terms of any modification, it may terminate this Agreement in accordance with Section 8 (Termination).
9.5 Force Majeure.
Except for the payment of fees by Client, if the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.
9.7 Primary Contact.
Client shall designate one (1) person who will act as the primary liaison for all communications regarding the Services.
Client is advised to print a copy of this Agreement for its records, as the Agreement may need be referenced from time to time.
9.9 Electronic Contracting.
Social Honey Bees and Client desire to facilitate certain transactions pursuant to this Agreement by exchanging documents, records and signatures electronically or by utilizing electronic agents. Terms outlined in this document will be viewed as acceptance for the invoiced amount of hosting. The use of electronic facilities or agents shall be in accordance with procedures established by Social Honey Bees and governed by the applicable provisions of the Uniform Electronic Transactions Act as adopted in the State of Nebraska.