This Customer Service Agreement ("Agreement") is made and entered into this day by and between IMFreakz and Customer.
In consideration of the mutual covenants herein, the parties agree to the following:
IMFreakz agrees to provide to the Customer those services which are more particularly described on this package (IMFreakz Cheap & Easy Web Package).
All services under this agreement shall be performed in accordance with IMFreakz' standard procedures, so long as such procedures do not conflict with the express terms of the Agreement.
IMFreakz may impose reasonable rules and regulations regarding the use of its services from time to time.
Customer agrees to pay IMFreakz the amounts specified on price for services. All prices for services by IMFreakz are in U.S. dollars (USD) and/or Indonesia Rupiahs (IDR).
All payments due hereunder are net amounts to be received by IMFreakz, exclusive of all taxes, duties, sales taxes, and similar taxes and duties, and are not subject to offset or reductions because of any costs, expenses, taxes, duties, assessments or liabilities incurred by Customer or imposed on IMFreakz in the performance of this Agreement or otherwise due as a result of this Agreement. Notwithstanding the foregoing, IMFreakz shall be responsible for the payment of any and all income taxes and income tax withholding of IMFreakz.
In the event of non-payment and/or a chargeback by a credit card institution for Services provided, you agree and acknowledge that the domain name registration shall be transferred to IMFreakz or its designated assignee. IMFreakz reserve all rights regarding such domain name registration including but not limited to: (a) make the domain name registration available to other parties for purchase; and (b) to disable the DNS so that the domain name no longer resolves on the Internet, or to re-direct the domain name to an IP address or other URL designated by us, including but not limited to an IP address or URL which hosts an under construction, parking, for sale page, or other page which may include advertisements and media promotions for, and links to, IMFreakz or its designee's website(s) service(s) and product(s) offerings, third-party websites, third-party product(s) and service offerings, and/or Internet search engines, as well as to advertise the sale or auction of said domain name registration(s). We may reinstate any such Service solely at our discretion, and subject to our receipt of the applicable Service or renewal fee and our then-current reinstatement fee. All reinstatements are subject to an additional 1 (one) year renewal at the then current registrar and will be prohibited from transferring the domain name to another registrar for a 1 (one) year period. The 1 (one) year period shall begin the day we receive said fee. All fees are non-refundable, in whole or in part, even in the event your service has been or is suspended, cancelled, and/or transferred prior to the end of the service term.
All orders are subject to acceptance by IMFreakz. An order will be deemed accepted by IMFreakz when written confirmation of the order is sent to Customer via E-mail or fax. IMFreakz may refuse to accept any order, or delay acceptance pending fulfillment of conditions IMFreakz may choose to impose. Such refusal or such conditions may not be unreasonable, however, and IMFreakz agrees to provide Customer with reasonable notice via E-mail or fax of any intent to delay or decline the acceptance of any order. Customer agrees to pay $10 US per year to IMFreakz for each Domain name processed for registration. IMFreakz will register the Domain(s) as entered above (only if available). For registration and security purposes, you agree to allow IMFreakz to act as your administrator. Customer further agrees that the domain name registration record will be made 'private' and the domain name record will remain in a 'locked' registrar status. As administrator you hereby agree to allow IMFreakz to renew and or transfer your domain name with an ICANN approved registrar of IMFreakz' choice. You agree to allow IMFreakz to keep the domain record in a 'locked' registrar status.
Payments are due to IMFreakz upon account activation and future renewal. If due to bank charges, transfer fees, or the like, IMFreakz should receive less than its invoice amount, IMFreakz shall re-invoice Customer for the shortfall. Should payment in full of any invoice, save for the aforementioned shortfalls, not be received by IMFreakz within thirty (30) days after account activation or renewal, IMFreakz may impose a debt service charge amounting to one percent (1%) of the overdue balance for each month or fraction thereof of the overdue amount that remains unpaid plus a $495 late payment fee. In the event that any amount remains unpaid ten (10) days after presentation of an invoice, IMFreakz may discontinue, withhold, or suspend services to Customer.
Unless terminated as provided for in this Agreement, the term of this Agreement shall commence on the date of account activation and continue for the length of time indicated on original order. This Agreement shall be automatically renewed for successive periods, subject to earlier termination as set forth in this Agreement, unless either party notifies the other, via E-mail or fax, on or before the ninety(90) days prior to the end of the then existing term. Failure by Customer to provide IMFreakz with 90 days prior written notice of cancellation for services are subject to a $495 early termination fee. A $495 early termination fee will be applied to accounts cancelled prior to the contracted service period. Any and all customer initiated changes to the DNS (Domain Name Server) shall constitute a termination initiated by the customer and shall be subject to the provisions of early termination. Either party may terminate this Agreement without notice upon the other party's breach of any term, condition or obligation hereunder if not remedied (if remediable) (i) within ten (10) days from the date of notice, via E-mail or fax, with respect to any monetary obligation, and (ii) within thirty (30) days from the date of notice, via E-mail or fax, with regard to any other breach.
In addition to the obligations of Customer as otherwise specified in this Agreement, Customer shall be solely responsible for the following:
a. Selection of products and services, including the Services, to achieve Customer's intended results;
b. The accuracy and content of any information provided by Customer to IMFreakz;
c. Any information, programs and other information that Customer receives as a result of the use of the Services, including, without limitation, the entire responsibility for any losses of data, programs, breaches of security, viruses, and disabling or harmful devices that Customer may download or otherwise experience as a result of Customer's use of the Services; and
d. Customer agrees to use the Services in a manner consistent with any and all applicable laws and regulations.
e. Customer is responsible for directly updating, or notifying IMFreakz, of any changes to credit card information (including, but not limited to e-mail address, card number, expiration date, billing address, telephone number, fax number and card status).
All materials, documentation, computer programs, inventions (whether or not patentable), pictures, audio, video, artistic works, and all works of authorship, including all worldwide rights therein under patent, copyright, trade secret, or other property right, created or developed by IMFreakz while providing Services (collectively, Work Product) is owned by IMFreakz. Work Product shall not include the Confidential Information of Customer. If ownership of all right, title, and interest of the intellectual property rights in the Work Product shall not otherwise vest exclusively in IMFreakz, Customer hereby assigns to IMFreakz, and upon the future creation thereof automatically assigns to IMFreakz, without further consideration, the ownership of all Work Product.
IMFreakz warrants that for a period of 30 days from the date of first installation of Customer's completed HomePage on the server described above, the coding of such HomePage shall be reasonably HTML-compliant. Notwithstanding the foregoing, the sole and exclusive remedy for a breach of the warranties contained in this Section 7 shall be that IMFreakz shall replace the nonconforming coding to make such HomePage reasonably HTML-compliant. Customer acknowledges that HTML is an industry standard that contains some ambiguous provisions and that does not completely address all issues associated with the coding of Home Pages accessible via the World Wide Web. Customer also acknowledges that HTML is a standard that will be amended from time to time and that not all "browsers" used by third parties to access the World Wide Web implement HTML in the same way. Variations in HTML coding associated with ambiguities or revisions to the HTML standard or variations among World Wide Web browsers shall not be the basis for a claim of breach of IMFreakz' warranties under this Agreement. The warranties described in this section are subject to the limitations of liability described below:
Except as provided in this section, IMFreakz does not make any express or implied warranties with respect to the Services or any products provided under this Agreement, including but not restricted to, the implied warranties of merchantability and fitness for a particular purpose. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to Customer. Customer may also have other rights that may vary from state to state.
In no event will IMFreakz be liable to Customer for any indirect, incidental, or consequential damages arising out of the Services or any products provided under this Agreement, even if IMFreakz has been advised of the possibility of such damages. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to Customer. You waive all claims to lost profits. IMFreakz' liability to Customer for actual damages for any cause whatsoever, regardless of the form of the action, will be strictly limited to a maximum of the payment made for the prior 1 (one) month.
Customer will take all reasonable and necessary measures to preclude IMFreakz from being made party to any lawsuit or claim regarding Services provided to any Customer or endorser. Customer hereby agrees to indemnify and hold harmless IMFreakz from any and all claims of whatever nature brought by any of Customer's clients or users of Customer's HomePage against IMFreakz in excess of the remedy set forth above.
Unfortunately, computers need routine maintenance and sometimes break down; also, IMFreakz cannot control the timing or volume of attempts to access IMFreakz' server. As a result, IMFreakz does not guarantee that Customer or any third parties will be able to access the Customer's HomePage at any particular time. IMFreakz Services are provided on an "as-is, as-available" basis.
IMFreakz may discontinue service or may require the fulfillment of conditions IMFreakz chooses to impose as a prerequisite for continued service. Such discontinuation or requirement may not be unreasonable, however, and IMFreakz agrees to provide Customer with reasonable notice via E-mail or fax of any such intent to discontinue or impose conditions. Such discontinuation of service shall include the deletion of Customer data, including but not limited to Customer files, source codes, programs, graphics, E-mail and documents.
(a) Each party hereto shall (i) use the same care and discretion, but in no event less than reasonable care and discretion, to prevent disclosure, publication, or dissemination of the other party's Confidential Information (defined below) as it employs with similar information of its own; and (ii) not use, reproduce, distribute, disclose, or otherwise disseminate the other party's Confidential Information except in connection with the performance of its obligations under this Agreement.
(b) As used herein the term "Confidential Information" means any and all data and information relating to the business of the disclosing party which: (i) the receiving party becomes aware as a consequence of, or through, this Agreement; (ii) has value to the disclosing party and is not generally known by its competitors; (iii) is treated by the disclosing party as confidential; and (iv) has been reduced to tangible form and marked clearly and conspicuously with a legend identifying its confidential or proprietary nature; provided, however, that Confidential Information does not include any data or information which is already known to the receiving party, or which a. has become generally known to the public through wrongful act of the receiving party; b. has been rightfully received by the receiving party from a third party without restriction on disclosure and without, to the knowledge of the receiving party, a breach of an obligation of confidentiality running directly or indirectly to the other party hereto; c. has been disclosed pursuant to a requirement of a governmental agency or of law without similar restrictions or other protection against public disclosure, or is required to be disclosed by operation of law; d. is independently developed by the receiving party without use, directly or indirectly, of the Confidential Information received from the other party hereto; or e. is furnished to a third party by the disclosing party hereunder without restrictions on the third party's right to disclose the information.
Confidential Information may include, but is not limited to, information relating to the products, processes, or financial affairs of the disclosing party.
The relationship between IMFreakz and the Customer is that of vendor and vendee. IMFreakz and Customer shall not be construed as being joint ventures, franchiser/franchisee, or employer/employee. This Agreement is a commercial agreement between businesses, not a consumer agreement. Customer has no authority, apparent or otherwise, to contract for or on behalf of IMFreakz, or in any other way legally bind IMFreakz in any fashion, nor shall Customer be authorized to make any representations about IMFreakz or its services other than to set forth IMFreakz' responsibilities as outlined in this Agreement.
The parties shall attempt to resolve all disputes arising out of this Agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices) shall be subject to arbitration upon written demand of either party. Arbitration shall take place in Bali, Indonesia, or at another location if the parties so agree. The arbitration shall take place before an arbitration panel chosen as follows: The parties shall each choose an arbitrator, and the two arbitrators shall choose a third arbitrator and determine the third arbitrator's compensation. Each party shall have one veto over the choice of the third arbitrator. The three arbitrators shall schedule an informal proceeding, hear the arguments, and decide the matter by secret majority vote. Unless the arbitrators decide otherwise, each party shall pay the costs of its own arbitrator, and shall pay half of the other costs of the arbitration proceeding. Each party shall have the right to have the proceedings transcribed. The arbitrators shall not have the authority to award punitive damages or any other form of relief not contemplated in the contract. The majority of arbitrators shall render a written opinion setting forth the basis on which they arrived at the decision regarding each issue submitted to arbitration; the dissenting arbitrator, if any, shall not issue a dissenting opinion. Regarding each issue submitted to arbitration, the decision shall be final and binding only to the extent it is accompanied by a written explanation of the basis upon which it was arrived at. Judgment upon the award, if any, rendered by the arbitrators may be entered in any court having jurisdiction thereof. Should any legal action permissible under the Agreement be instituted to enforce the terms and conditions of this Agreement, in particular the right to collect money due on unpaid invoices, the prevailing party shall be entitled to recover reasonable attorney's fees and expenses incurred at both the trial and appellate levels. This Agreement shall be governed in all respects by the laws of Indonesia without regard to conflict of laws provisions, and Customer and IMFreakz agree that the sole venue and jurisdiction for legal actions arising from this Agreement shall be the appropriate court located in Bali, Indonesia.
Should any part of this Agreement, for any reason, be declared invalid by a court of competent jurisdiction, such determination shall not affect the validity of any remaining portion, and such remaining portion shall remain in full force and effect. This Agreement is governed by and construed in accordance with the laws of Indonesia without regard to its rules governing conflicts of law. This Agreement shall be binding upon and inure to the benefit of each party and their respective heirs, successors and assigns.
All notices may be sent by E-mail, fax, or express mail to the E-mail address, fax number, or address most recently provided and will be effective upon transmission. Evidence of successful transmission shall be retained.
This Agreement sets forth the entire Agreement and understanding between the parties and merges all prior discussion between them. No representations, statements, or inducements, oral or written, not contained herein shall bind either party. IMFreakz may make changes to this Agreement. Notice shall be accomplished by posting the change(s) on the IMFreakz website located at this page. Utilization of IMFreakz Services by Customer and/or its Customers following the effective date of such change shall constitute acceptance by Customer of such change(s). Otherwise, this Agreement may not be modified except by the written consent of both parties.