Section 1: Definition of Involved Parties
In this Services Agreement, “client” “you” and “your” refer to each customer (“Customer”) and its agents, including each person listed in your account information as being associated with your account.
“We”, “us” and “our” refer collectively to Centennial Arts Corporation and its wholly-owned subsidiaries (“Centennial Arts”).
Centennial Arts Corporation is hereinafter referred to as “Centennial Arts”.
Section 2: Definition of Product and Service Related Terms
Data: Distinct pieces of information formatted in a specific way, and can exist in a variety of forms; such as bits and bytes stored in electronic memory.
Information: A collection of data that is compiled understandable to the public and has purpose or meaning. This would include but is not limited to text, images, logo and pages used in developing a website.
Information Management: Information that is organized in such a way that its purpose is achieved. This would include but not limited to visual effects, organization and grammatical wording.
Hosting: The storage of information and/or data on a server
Serving: The accessibility of information and/or data from a server
Webpage: A web document with static information (such as .HTML, .HTM, etc) and/or dynamic information (such as JavaScript, .PHP, etc)
Website: A collection of web pages and other information (such as images, sound, and video files, etc.) that are served to the public.
Web script: A system of programming codes that is embedded into the HTML of a web page to add functionality, form, structure, appearance and aesthetics.
Web design: The design or designing of a web page, website or web scripts.
Design: The act of creating the form, structure, appearance and aesthetics of a web page, website, web scripting.
Development: The organization, design, integration and compilation of information and data into a website.
Layout: A proposed arrangement of text blocks, headers and graphics on a single web page.
Small Image: Where any dimension (width x height) is within 1 x 1 and 300 x 300 pixels
Large Image: Where any dimension (width x height) is within 301 x 301 and 800 x 500 pixels
Extra Large Image: Where any dimension (width x height) exceeds 800 x 500 pixels
Maintenance: Periodic expenditure needed to preserve web page original status rather than to improve that property.
Section 3: General Terms and Conditions
This Agreement explains our obligations to you, and your obligations to us in relation to the service(s) provided or to be provided by Centennial Arts. By purchasing or otherwise applying for Centennial Arts service(s), you agree to establish an account with us for such services.
All terms defined shall have the meanings attributed to them within this contract and documents amended to this contract only. This written agreement constitutes the entire agreement of the parties hereto, and may not be amended, modified, or cancelled, except by a written agreement signed by the parties. No oral agreements between the parties, whether made prior to or subsequently to the making of this agreement, shall be enforced.
It is expressly agreed that you take our services “as is,” with no warranty of any kind, expressed or implied. It is further agreed that no warranties have been made, and we expressly disclaim any warranty of merchantability and/or any warranty of fitness for a particular purpose. It is expressly agreed that you have entered this agreement based on your own knowledge and information, and that you have not relied on any warranties or representations made to you by us.
Centennial Arts reserves the right to take any and all appropriate actions or measures in collecting reimbursement upon signature of this contract for any products and services. Upon signature of this agreement, Centennial Arts is immediately entitled to the entire amount for Web Site Development and Web Site Design services, web hosting services and any other products and services we provide. Centennial Arts reserves the right to collect at any time during the term of this agreement. Centennial Arts understands that the value of our services can be outside of the customer’s budget, and therefore you and Centennial Arts can determine an agreed upon incremental payment that meets your financial budget. However, you understand and agree that this form of payment shall not be considered as financing or a finance option, and at any all points after signature of an agreement with Centennial Arts, Centennial Arts is entitled to the entire amount agreed upon. Centennial Arts disclaims any and all loss or liability for damages resulting from efforts to collect. You understand and agree that Centennial Arts reserves the right to collect on the products and services it provides to you.
Section 4: Hosting and Serving Conditions:
Subsection A: Serving Data
Your information will be stored on Centennial Arts servers, thus granting the following rights to Centennial Arts. Centennial Arts reserve the right to remove, modify, partially terminate and terminate services at any time within the term of this agreement. Centennial Arts reserve the right to temporarily take services offline at anytime for improvements on the Centennial Arts network and servers to improve our capabilities to provide services. Centennial Arts disclaims any and all loss or liability resulting from, but not limited to, loss or liability from loss information of data, loss or liability from inability to access account information, loss or liability resulting from the unauthorized use or misuse of your account information, loss or liability resulting from errors or omissions in any and all information and data, loss or liability resulting from incorrect information, and loss or liability resulting from information or data that you do not have the legal right to use.
Subsection B: E-mail Account(s)
E-mails and e-mail account information are stored on Centennial Arts e-mail servers, thus granting Centennial Arts the following rights. Centennial Arts reserves the right to terminate services at any time within the term of this agreement. Centennial Arts disclaims any and all loss or liability resulting from, but not limited to, loss or liability resulting from access delays or access interruptions, loss or liability resulting from data non-delivery or improper data delivery, loss or liability resulting from the unauthorized use or misuse of your account information, loss or liability resulting from errors, omissions, or misstatements in any and all information, loss or liability relating to the deletion of or failure to store e-mail messages, loss or liability from your inability to use our e-mail service, loss or liability as a result of our dispute resolution policy.
Section 5: Website Design and Development
Subsection A: Information
Centennial Arts assumes that ownership of any and all information is yours and you the legal right to use this information. You are responsible for any and all information and data that you provide to Centennial Arts. In the event that Copyright Laws or Regulations have been violated, Centennial Arts has no legal responsibility with respect to information and data that you have provided to us. Centennial Arts disclaims any and all loss or liability resulting from any information and data given by client. You understand and agree that you are solely responsible for any and all information and data. You understand and agree that Centennial Arts is not aware of your legal rights to use the information and data, therefore will not be liable and will not be at fault for any and all information provided to us. You are solely responsible for compliance with all applicable law, whether civil or criminal.
Subsection B: Information Management
You understand and agree that you are responsible for the management, appearance, accuracy and organization of information. You are required to provide information concerning your desired sections, categories and the visual organization of your information. Centennial Arts disclaims any and all loss, liability or damages resulting from, but not limited to errors, omissions and misstatements of any and all information and data you provide to Centennial Arts. Centennial Arts disclaims any and all losses, liabilities or damages resulting from, but not limited to faults, errors, omissions misstatements or misrepresentation of your information. You understand and agree that you are responsible for notifying a Centennial Arts’ representative if any of your information is incorrect.
Subsection C: Duration of Web Design and Development
Centennial Arts reserves the right to determine the progress and scope of completion throughout the website design and development process. Centennial Arts reserves the right to determine the completion time of the website design and development. An estimated completion date will be set; however, Centennial Arts is not obligated release your website before it is completed. You agree that Centennial Arts reserves the right to determine scope, progress and completion time of your website design and development. You understand and agree that the release date of your website will be determined by Centennial Arts and Centennial Arts only. Upon signature of this agreement, you have 5 days to cancel services without penalty. No cancellation will be accepted after the 5 day period. You understand and agree that a website is a product, thus upon release date, full payment of the website must be made, unless a written agreement states otherwise. Centennial Arts reserves the right to take any and all appropriate action or measures in collecting payment for development of your website. You understand and agree that it is your responsibility to notify Centennial Arts in canceling the development of your website
Subsection D: Dispute Management
Centennial Arts is not obligated to provide reimbursement or compensation of any kind within the terms of this contract. Any disputes with the website developed product and web development service shall be solely handled with a Centennial Arts representative. This must be done during development period and/or prior to the completion of the website. Any disputes regarding web design and web development that are made after the development phase are void.
Section 6: Website Maintenance
Subsection A: Maintenance Service
Centennial Arts maintenance service is provided for the client to modify and maintain the existing content of the website. The client is responsible for providing and managing any and all information that is presented on the website. Web scripts will be maintained by Centennial Arts with the purpose of preserving the functionality. Centennial Arts is not responsible for damages done to your data and or loss of your data at any time. Centennial Arts reserves the right to charge a $ 25.00 fee per page for correcting damages you or any other party other than Centennial Arts has made your website. In the event that these corrections are made by Centennial Arts, Centennial Arts is not responsible for the loss of any or all data. You agree that the maintenance service is provided by Centennial Arts as means of maintaining functionality and (up-to date) information for your existing website. You understand that the services cannot be used as a method of website design or redesigned. You also agree to grant Centennial Arts full access to your information and website content for these maintenance services.
Section 7: Unlawful/Misuse of Products and Services
Subsection A: Intellectual Property
Centennial Arts holds the right to any content, information and intellectual property that is not provided by you. The products and services Centennial Arts provides are licensed for your usage and not available for resale unless defined otherwise. You agree that Centennial Arts holds all rights, title and interest in all products and services, and all their intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in intellectual property rights is being transferred to you unless defined otherwise within a written agreement.
Section 8: Third Party Entities
Centennial Arts is not responsible or liable for the action of a third-party interference or natural interference of services. You agree that Centennial Arts is not responsible for any content, associated links, resources, or services associated with a third party. You further agree that Centennial Arts shall not be liable for any loss or damage of any sort associated with your use of third parties’ products or services. Any and all support that Centennial Arts provides with these third party entities are provided for your convenience and goodwill only. Centennial Arts reserves the right not to honor any obligations involving a third party unless defined and agreed upon by Centennial Arts.
Section 9: Verification Methods
Centennial Arts reserves the right not to honor any obligations that have not been appropriately verified and confirmed in a written and signed form by the parties.
Section 10: Contract Expiration
Centennial Arts reserves the right to upgrade this contract to a later version at the end term of this contract. If this service is renewed, it will be renewed under the latest version of this contract.
Section 11: Dispute Resolution
Subsection A: Guidelines for Dispute Resolution
You agree to waivers all right to pursue any legal actions against Centennial Arts. Any and all disputes with agreed obligation will only be resolved through binding arbitration with a Centennial Arts selected arbitrator. An arbitrator will be selected solely by a Centennial Arts, in which the arbitrator is local (within 15 miles) to a Centennial Arts office. Under no circumstances will an arbitrator be selected or decided upon by the Client. You agree that arbitration shall be done with the intentions of resolving the disputed obligation within the terms and conditions of this and all related written agreements. You understand and agree that any and all disputes will be resolved through binding arbitration only. You agree that any arbitration proceeding will not exceed a four (4) hour time interval.
Subsection B: Employee (Agent) Protection
For the protection of Centennial Arts’ employees, no action of any sort shall be made against a Centennial Arts employee, representative or agent that acted in the interest of Centennial Arts and its clients. Any and all dispute between you and a Centennial Arts employee, agent or representative shall be resolved by Centennial Arts only. You agree to waiver any and all right to file suit against a Centennial Arts employee who acted in your best interests and Centennial Arts’ best interests. You also agree to maintain a professional and appropriate behavior when dealing with a Centennial Arts employee, representative or agent.
Any person employed with Centennial Arts that is not in compliance with the employee agreements is not protected under this agreement and is not represented or legally protected by Centennial Arts.
Section 12: Limitation of Liability
In no event shall Centennial Arts be liable to you or any other person for any actual, direct, and/or indirect, incidental, consequential, exemplary or punitive damages including loss of profit, opportunity loss or goodwill, for any occurrence, whether such liability is alleged on the basis of contract, tort, your inability to use the products or services, and your loss of data or files. Centennial Arts disclaims any and all loss or liability resulting from loss or liability resulting from access delays or access interruptions, data non-delivery or improper data delivery, unauthorized use or misuse of your account information or security authentication option, errors, omissions, or misstatements in any and all information or service(s) provided under this agreement, the deletion of or failure to store e-mail messages, the development or interruption of your web site, your inability to use our e-mail service, or limitations, incompatibilities, defects, or other problems inherent in xml, html, web browsers, web application, web scripting, networking software and/or hardware or any other standard not under our sole control.