PixelGR, Web Hosting – hereafter referred to as PGR – provides Internet web page hosting, programming, and development.
PGR’s general policy is to act as a provider of internet presence. PGR has various ethical concerns regarding the use of its servers as detailed in the following Terms of Service agreement below. PGR reserves the right to suspend or cancel a customer’s access to any or all services provided by PGR if it is decided that the account has been inappropriately used as defined by this agreement.
By accepting PGR’s Terms of Service (TOS) electronically or in writing, and/or by using our services, including but not limited to, submission of content to the PGR or sales team, payment or authorization of payment, you (Customer) agree to be bound by the following terms and conditions. The Customer also agrees that Customer’s electronic acceptance of this TOS shall have the same force and effect as if Customer had agreed to this TOS in writing. The customer agrees to be bound by all Click-Wrap laws associated with online software.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ORDERING ONE OF OUR WEBSITE/HOSTING PLANS, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT. YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. Subject to the terms and conditions of this Agreement, PGR will provide to the customer the services selected.
Under this agreement, the customer shall comply with PGR’s then current “Terms of Service Policy”, as amended, modified or updated from time to time by PGR, which currently can be viewed at http://www.pixelgr.com/terms and which is incorporated in this agreement by reference. PGR may amend, modify or update this agreement or the TOS at our sole discretion, and the customer shall be bound by any such amendment, modification or update. PGR may, but is under no obligation to, provide notice of any amendment, modification or update of this agreement or the TOS.
PGR does not intend to systematically monitor the content which is uploaded to, stored on or distributed or disseminated by any customer via our services (the “Customer Content”). Accordingly, under this agreement, the customer will be responsible for all content and activities surrounding or related to any content distributed via Customer Content. Notwithstanding anything to the contrary contained in this agreement, PGR may immediately take corrective action, including removal of all or a portion of the customer content and place a hold on the customer’s account in the event of any violation of the TOS. In the event PGR takes corrective action due to a violation of the TOS, PGR shall not refund to the customer any fees paid in advance of such corrective action. Customer hereby agrees that PGR shall have no liability to customer or any of customer’s customers due to any corrective action that PGR may take (including, without limitation, discontinuation of Services).
Call Monitoring and Recording Privacy Statement
As part of PGR’s commitment to providing the best possible service, we may monitor and record phone calls answered by and/or initiated by our management, sales, administration or marketing/sales staff. PGR may also archive recorded voice mail messages through our automated attendant program. PGR records calls for training purposes, to improve customer service, and to ensure an accurate record of Customer calls, which may be needed to support transactions that take place over the phone. This allows PGR to identify how we can better serve its customers.
Electronic Delivery Policy
PGR is a website-related business and communicates with its Customers through electronic means. When the Customer accepts this TOS the Customer consents to receive electronic data from PGR any notices, agreements, disclosures, or other communications (Notices). The Customer agrees that PGR may send electronic Notices in either of the following ways 1) To the email address provided to PGR at the time of sale or 2) to the new email address account the Customer set up through PGR. The Customer agrees to check the designated email addresses regularly for Notices. Notice from PGR is effective when sent by PGR, regardless of whether the Notice is read or received by The Customer.
The Customer acknowledges that by using PGRs’ services the Customer will be causing communications to be sent through PGRs’ computer networks, which may be located throughout the United States. Due to the nature of electronic communications, even communications that seem to be intrastate can result in the transmission of interstate communications. The Customer acknowledges that use of PGRs’ services results in interstate data transmissions and may result in a transborder transfer of personal data. The Customer hereby consents to the collection, processing and transborder transfer of such personal information as the Customer may provide or make available to PGR.
Website Construction Procedure
With help and input from the Customer, PGR will prepare the appropriate custom design and work with the content (where applicable) provided by the Customer for development of the site. The Customer must submit content to the design department before site construction begins on the custom website. The Customer must submit content through the PGR’s Active Collaboration System. After content is submitted by the Customer the website/application will be developed. Prior to the website being turned live, the Customer will receive a missing information notification if the content is incomplete. The Customer will then have two weeks to submit complete content. If the content is not received the website will then be turned live “as-is”. If the website is taken live without all of the pages completed due to incomplete content those pages may be staged and developed in the future.
The design and content layout are completed by PGR from information provided by the Customer. As stated in the contract PGR has design autonomy. If the Customer requests new design elements or a redesign it’s up to PGR to determine the additional fees associated with any graphical or programming change. Once PGR has shown the customer design or the finished program it will be turned live. If the Customer has not yet transferred their existing domain the site will still be considered live behind the build (staging) address and the Customer will be responsible for monthly billing. PGR will not be held liable for the accuracy of information, typos, or spelling errors in any of the content approved by the Customer. Once the site is live the Customer will be notified by email that the website is now live.
The Customer understands, agrees and acknowledges that PGR does not guarantee a time frame for completion of ANY custom website. A custom website cannot be completed without submission of complete content, design components, content, Keyword approvals and any related information connected to SEO services which are to be provided by the Customer. If the Customer continues submitting additional content throughout the design process, the design time frame is increased. If the Customer does not submit complete content and PGR is not able to start or complete the custom website design, the Customer is still responsible for all fees incurred including, but not limited to, set-up, enhancement and monthly hosting fees that begin accruing from the date of sale. If the Customer’s website requires custom programming, functionality, flash, e-commerce or the use of a database, the overall development time will be extended.
The Customer is responsible for testing the functionality of the website upon PGRs’ request for approval, and notification that the website has been completed. This includes, but is not limited to, the functionality of all website pages, database, e-commerce store, payment functions, galleries, forums etc. Upon Customer approval of the website to go live the Customer, agrees services have been rendered and functionality of website has been tested and approved by the Customer.
The Customer understands and agrees that if the Customer does not respond within 5 business days to PGRs’ notification that the website has been completed, the website along with the functionality of the website and services rendered, will be deemed to be approved and accepted by the Customer, and the website will be taken live “as-is”.
In the event that PGR completes all of the work per the original agreement, PGR reserves the right to move the site live and deem the work to be completed without Customer’s permission if Customer will not or did not give approval of the work.
Website Change Requests Before and After Website Goes Live
PGR agrees to build a website/database/application to the specifications listed in the work order/contract/agreement. Any additions or changes requested outside of the scope of the original work order/contract/agreement, either prior to the custom website going live, or after the site has gone live, will be billed at PGRs’ standard hourly rate of $93.50. PGR is not obligated to complete Customer requests or changes outside of the scope of work on the original work order/contract/agreement. If PGR does not agree to Customer requests or changes with a new work order/contract/agreement, the Customer is still obligated to pay all fees incurred and due.
PGR does not guarantee a time frame for completion of ANY custom database or custom programming.
The Customer is responsible for testing the functionality of the website upon PGRs’ notification that the website has been completed. This includes, but is not limited to, testing the functionality of the custom database or programming.
PGR will instruct Customer as to the use of the custom database and the inputting of data related to such database, however, data entry is the sole responsibility of the Customer unless otherwise indicated with the work order/contract/agreement. If the Customer requests PGR to enter data into the database, the Customer will be charged, and agrees to pay, for such data entry at PGRs’ standard data entry rates.
Cancellation Policy & Term of Agreement
The initial term of this agreement is determined in the original order form or request (the “Initial Term”). The Initial Term shall commence on the day the account is set up on our servers and notification about such services and been sent to the customer via e-mail. After the initial term, this agreement shall automatically renew for successive terms of equal length as the initial term, unless terminated or canceled by either party as provided in this section. The initial term and all successive renewal periods shall be referred to, collectively, as the “Term”.
PGR Interactive reserves the right to cancel any subscription in writing with cause. This notification can be via fax transmission or 1st class mail only. No cancellations will be accepted via phone or e-mail.
Cancellation requests received after the required cancellation time frame (30 days prior to the annual anniversary date) will become effective at the next annual anniversary date. All cancellations must be submitted in writing via fax transmission or by 1st class mail.
Billing and Payment
All fees for the services shall be in accordance with PGR’s fee schedule then in effect, the terms of which are incorporated herein by reference, and shall be due at the times provided therein.
Fee Structure: Fees will become due with as an anniversary billing mode (daily) or monthly anniversary mode. PGR reserves the right to charge your account up to 10 days prior to the due date.
Late Fees: PGR will assess a 1.5% late fee per month on any unpaid balances over 14 days.
Credit Card/Check Chargebacks or Inquiries: If the customer submits a chargeback or inquiry PGR will secure the following remedies.
A chargeback/inquiry fee of $50.00 will become immediately due and payable.
A minimum research fee of $100 will become immediately due and payable.
Beyond 2 hours of research time, PGR will bill the customer in half-hour increments at a rate of $93.50 per hour. All hours will be recorded and submitted to the customer for payment which will become immediately due on the date of the invoice.
In the event a chargeback/inquiry causes harm to PGR’s Merchant Account the customer will be responsible for any and all damages (monetary and otherwise) including but not limited to the following:
Account holds: Holds causing PGR’s merchant account to be placed on hold status (limiting PGR’s ability to transact payment gateways).
Reserve fees and reserve holdovers: The customer will be responsible for any and all reserves assessed as a result of their chargeback should the chargeback/inquiry be ruled in the favor of PGR.
Terminations: If the chargeback/inquiry creates a termination of the merchant account the customer will be responsible for all damages to PGR’s business should the chargeback/inquiry be ruled in the favor of PGR.
Each chargeback/inquiry will incur the above-referenced expenses.
If a credit card arbitration is not able to resolve the dispute with the cardholder’s issuing bank, a $500 fee will be assessed to the Customer to cover all expenses associated with the arbitration process.
If fees are not paid to PGR for open contracts or service fees the customer understands that PGR works with an external collection agency for purposes of debt collection. PGR reserves the right to use our internal attorney or an external collection agency in an attempt to collect on balances due. The customer acknowledges that additional fees will be required for debt collection. The customer agrees to pay any and all collection costs of up to 40%, court costs, and all attorney fees.
Any type of pornographic materials, hate materials, racial materials, or unlawful practices, MP3’s, Torrents, Warez or other illegal content and materials are strictly prohibited and grounds for immediate termination of the account.
Customer represents and warrants to PGR that the customer owns or has the right to use the customer content and material contained therein, including all text, graphics, sound, music, video, programming, scripts and applets, and the use, reproduction, distribution and transmission of the customer content and any information and materials contained therein does not, and will not, (i) infringe or misappropriate any copyright, patent, trademark, trade secret or any other proprietary right of a third party, or violate any criminal laws or constitute false advertising, unfair competition, defamation, an invasion of privacy, violate a right of publicity or violate any other law or regulation.
The customer agrees to hold harmless PGR for all images, pictures, and content listed on the website. During the construction process, PGR may use images provided by the Customer or from Royalty Free sources or search engine results online.
Intellectual Property Policy
PGR respects intellectual property laws, including those applicable to copyright and trademark, and the intellectual property of others. PGR may terminate accounts for copyright or trademark infringement, or for any other reason PGR deems appropriate as it may relate to t Customer’s use of another’s intellectual property, copyright protected materials or trademarks.
Disclaimer of Warranty
The customer agrees to use all Services and any information obtained through or from PGR, at customer’s own risk. Customer acknowledges and agrees that PGR exercises no control over, and accepts no responsibility for, the content of the information passing through PGR’s host computers, network hubs and points of presence or the Internet. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. NONE OF PGR, SUBSIDIARIES OR AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE (EACH, A “PGR PERSON”) MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES OR ANY EQUIPMENT PGR PROVIDES. NO PGR PERSON MAKES ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. PGR IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA, TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER’S CUSTOMERS VIA THE SERVICES PROVIDED BY PGR. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY PGR PERSON, WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. The terms of this section shall survive any termination of this Agreement.
Customer agrees to indemnify, defend and hold harmless PGR, subsidiaries and affiliated companies, and each of their respective officers, directors, employees, shareholders and agents (each an “indemnified party” and, collectively, “indemnified parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to customer’s use of the services, any violation by customer of The Terms of Usage Policy, any breach of any representation, warranty or covenant of customer contained in this agreement or any acts or omissions of customer. The terms of this section shall survive any termination of this agreement.
Under no circumstances, including negligence, shall any PGR Person be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or use by customer, any of its customers, or any other third party, whether in an action in contract or tort or strict liability or other legal theory, even if PGR has been advised of the possibility of such damages. No PGR Person shall be liable to customer, any of its customers, or any other third party, for any loss or damages that result or are alleged to have resulted from the use of or inability to use the services, or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, viruses, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to PGR’s records, programs, equipment or services.
This limitation of liability reflects an informed, voluntary allocation between the parties of the risks (known and unknown) that may exist in connection with this agreement. The terms of this section shall survive any termination of this agreement.
All provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. Customer consents and agrees that venue shall be in Kent County, Michigan for any action brought with regard to this Agreement and that the courts in Kent County, Michigan shall have personal jurisdiction over Customer to the extent that personal jurisdiction may be necessary to enforce any of the provisions of this Agreement. You agree to waive the right to trial in any proceeding that takes place relating to or arising out of this agreement.
PGR shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies or power used in or equipment needed for provision of the services.
Entire Agreement; Severability
This Agreement represents the entire agreement between the parties and supersedes all previous representations, understandings or agreements. If any provision of this agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this agreement shall remain in full force and effect.
Customer hereby represents that he, she or it is either, an individual entering this agreement for his or her personal use and is over 18 years of age, or a corporation, limited partnership or other legal entity, duly organized, validly existing and in good standing under the laws of the state of its organization and the person acting on behalf of customer is duly authorized to accept, execute and deliver this agreement on behalf of customer.
PGR has zero tolerance for UBE/UCE (unsolicited bulk email/unsolicited commercial email). This policy protects our customers as well as the internet community from the negative effects of “spam” related activity. PGR defines UBE/UCE as unsolicited broadcast or commercial email that is sent to addresses that do not affirmatively and verifiably request such material from that specific sender.
Tort Claims and Other Claims
The Customer waives all tort claims, strict liability claims and any and all other legal and equitable claims to the extent permitted by law against PGR, its subsidiaries, affiliates, officers, employees, and agents. The relationship between the parties is contractual in nature only. The Customer waives any tort claims that arise by the act, or omission. The Customer further agrees that it may only bring claims against PGR in customer’s individual capacity and not as a member of a class.
Selecting and clicking the “submit” button on the electronic copy of the work order/work request/contract, submitting content, making payment, submitting information or documents to PGR so that PGR may perform services for the customer, the same shall constitute an electronic signature as defined by Michigan ’s Uniform Electronic Transactions Act, Act 305 of 2000, 450.832, Sec 2 & M.C.L. § 450.832(h) (UETA Section 2(8)).