Design Terms and Conditions
180Fusion Design Terms of Service
1. Acceptance of Terms
This Terms of Service (TOS) agreement is between you (Client) and 180Fusion, LLC, a Delaware limited liability company, and its legal successors and assigns.
By accepting this Terms of Service (TOS) electronically or in writing, and/or by using 180Fusion’s services, including but not limited to, submission of content to 180Fusion’s design department, payment or authorization of payment, you (Client) agree to be bound by the following terms and conditions. Client also agrees that Client’s electronic acceptance of this TOS shall have the same force and effect as if Client had agreed to this TOS in writing.
180Fusion provides its services to Client subject to the following TOS, which may be updated from time to time without notice. Client should periodically review the most current version of the TOS at www.180fusion.com. Failure to comply with the TOS may result in account termination. By using 180Fusion’s services Client agrees to (and hereby signs) the most current version of the TOS. If Client does not expressly reject the TOS and cancel Client’s account within 1 day from the date of initial sale, Client agrees to (and hereby signs) the TOS and 180Fusion is instructed to commence work on the Client’s website as if Client had expressly accepted the TOS.
Client’s acceptance of the TOS is binding upon all 180Fusion services including the purchase of additional services or additional websites or accounts at a later date.
2. Description of Service
180Fusion designs and hosts websites and provides other website-related services, including, but not limited to, support and modification of websites, e-commerce, flash, SEO packages, PPC packages, web-traffic reporting, database development, video spokesperson, easy interface for updating the website, email accounts and additional website-related services. Client understands that 180Fusion’s services may include certain communications from 180Fusion such as advertisements, notices, service announcements and newsletters. Client is responsible for obtaining access to 180Fusion’s services that may involve 3rd party fees (including but not limited to, ISP, merchant accounts and gateways). Client is also responsible for all equipment and software necessary to access 180Fusion’s services.
3. Electronic Delivery Policy
180Fusion is a website-related business and communicates with its Clients electronically. When Client accepts this TOS Client consents to receive electronically from 180Fusion any notices, agreements, disclosures, or other communications (Notices). Client agrees that 180Fusion may send electronic Notices in either of the following ways 1) To the email address provided to 180Fusion at the time of sale or 2) to the new email address account Client set up through 180Fusion. Client agrees to check the designated email addresses regularly for Notices. Notice from 180Fusion is effective when sent by 180Fusion, regardless of whether the Notice is read or received by Client.
5. Call Monitoring and Recording Privacy Statement
As part of 180Fusion’s commitment to providing the best possible service 180Fusion may monitor and record phone calls answered by 180Fusion. 180Fusion records calls for training purposes, to improve customer service, and to ensure an accurate record of Client calls, which may be needed to support transactions that take place over the phone. This allows 180Fusion to identify how it can better serve its customers.
6. Unacceptable Practices
As 180Fusion strives to offer the very best service, there are certain guidelines and policies that must govern 180Fusion’s efforts and relationships with its clients. Practices that are in violation of these guidelines and policies are strictly forbidden and may result in the immediate termination of 180Fusion’s services. Such decisions are at the sole discretion of 180Fusion. Unacceptable practices include, but are not limited to:
- Pornographic, Adult or Sexually explicit material.
- Sexually oriented products or services (e.g. escort services), or other sexually oriented material
- Nudity, including airbrushing (exceptions granted on a case-by-case basis if for medical or artistic purposes)
- Gambling or promotion thereof.
- Illegal drugs or paraphernalia.
- Defamatory or revenge content.
- Distribution of internet viruses or other destructive activities.
- Bulk emailing tools.
- Hacking and cracking.
- Scams or phishing for personal information.
- Solicitation of funds other than for legal charitable organization.
- Aids to pass drug tests or aids to pass lie detector tests.
- Illegal activities such as ponzi schemes, pyramid schemes, fraudulent charging of credit cards, copyright violations, plagiarism, software piracy, and all unauthorized use of materials or content that infringes on third parties’ intellectual properties.
- Cash Gifting
- Fake documents
- Firearms or weapons
- Intentional or unintentional violations of any applicable local, state, national or international law Spamming and all other forms of unsolicited messages including, but not limited to, spam, chain letters, and junk email
180Fusion reserves the right to refuse to design or host an account at its sole discretion at anytime.
As a 180Fusion Client, you agree to conduct your business in a legal and professional manner. Client understands that all information, data, text, software, music, sound, photographs, video, messages and other material (Content) on Client’s website is the sole responsibility of the Client. Client is fully responsible for all website content and agrees to hold 180Fusion harmless in the event of third parties’ legal issues brought against Client for Client’s business practices. 180Fusion retains the right to terminate any accounts that are in violation with the letter or spirit of this TOS. 180Fusion may also at its sole discretion and at any time, discontinue providing services, or any part thereof, with or without notice. If an account is terminated by 180Fusion for a TOS violation the Client is not eligible for a full refund and any refund is subject to the Cancellation Fee and Refund Policy. Client acknowledges that 180Fusion may access, preserve, and disclose Client’s account information and content if required to do so by law or in a good-faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal processes, enforce the TOS, provide customer service or protect the rights, property, or safety of 180Fusion and the public.
7. Intellectual Property Policy
180Fusion respects intellectual property laws, including those applicable to copyright and trademark, and the intellectual property of others. 180Fusion may terminate accounts for copyright or trademark infringement, or for any other reason 180Fusion deems appropriate as it may relate to Client’s use of another’s intellectual property.
8. International Use
With the global nature of the internet, Client agrees to comply with all local rules regarding online conduct and acceptable content. Specifically, Client agrees to comply with a) all laws and regulations regarding the transmission of technical data exported from the United States, or the country in which Client resides and/or transacts business, and b) all laws and regulations regarding the collection and processing of personal data, including those relating to the transborder transfer of personal data.
9. Interstate Communications
Client acknowledges that by using 180Fusion’s services Client will be causing communications to be sent through 180Fusion’s 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. Client acknowledges that use of 180Fusion’s services results in interstate data transmissions and may result in transborder transfer of personal data. Client hereby consents to the collection, processing and transborder transfer of such personal information as Client may provide or make available to 180Fusion.
10. Website Construction Procedure
With help and input from the Client, 180Fusion designers will develop the website. Client must submit content through the Website Design Submission Form (WDSF) before work may begin on the development of the website. Client must electronically accept the TOS before access is granted to the WDSF. After content is submitted by the Client the website is developed. If any information is required to finish the website or the WDSF is incomplete the client will receive notification of missing and incomplete information. Client will then have two weeks to submit the WDSF or complete content. If complete content is not received the website will then be taken live “as-is”. If the website is taken live without all of the pages completed due to incomplete content those pages may be banked and developed in the future using Client’s design time.
In submitting content through the WDSF, links to sample sites the Client likes are for general information purposes only and assist 180Fusion with the design of the Client’s custom website. The functionality and detail of the sample sites will not be duplicated unless such functionality and detail are specifically included and itemized in 180Fusion’s invoice and do not infringe upon the intellectual property rights of others.
The design and content layout are presented to the Client for approval. After the Client approves the website, the website will go live. The 180Fusion Quality Control team may review the text before site goes live to correct any possible errors. 180Fusion will not be held liable for accuracy of information, typos, or spelling errors in any of the content approved by the Client and published on the website. Client will be notified by email that the website is now live.
Client understands, agrees and acknowledges that 180Fusion does not guarantee a time frame for completion of ANY website. A website cannot be completed without submission of complete content, design approvals and participation from the Client. If Client continues submitting additional content throughout the development process, the completion time frame is increased. If Client does not submit complete content and 180Fusion is not able to start or complete the website, Client is still responsible for all fees incurred including, but not limited to, design purchase price, set-up fees, 180 Site Enrichments purchased and monthly hosting charges that begin accruing from date of sale. If Client’s website requires custom programming, functionality, flash, e-commerce or the use of a database, the overall development time will be extended.
Client is provided with a space holder immediately after sale. Upon request, Client is also provided with an optional welcome website shortly after the initial sale. The welcome website is a temporary website Client can modify and send customers to while the custom website is being built. Client may choose not to have a welcome website if so desired.
11. Client Approva
Client is responsible for testing the functionality of the website upon 180Fusion’s request for approval, and notification that the website has been completed. This includes, but is not limited to, functionality of all website pages, database, e-commerce store, payment functions, galleries, forums etc. Upon Client approval of the website to go live Client agrees services have been rendered and functionality of website has been tested and approved by Client.
The Client understands and agrees that if the Client does not respond within 3 business days to 180Fusion’s request for approval and 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 by the Client, and the website will be taken live “as-is”.
The Client understands and agrees that if the Client does not respond to requests for missing information a final notification will be sent to the Client. If the Client does not respond within 3 business days to 180Fusion’s notification or requests for missing information, the website, along with the functionality of the website and the services rendered, will be deemed to be approved by the Client, and the website will be taken live with the missing information “as-is” or “under construction”.
In the event that 180Fusion completes all of the work per the original sale and database write ups, 180Fusion reserves the right to move the site live and deem the work to be completed without Client’s permission if Client will not give approval of the work.
12. Website Change Requests Before and After Website Goes Live
180Fusion agrees to build a website and/or database to specifications quoted per the original sale and original invoice. Any additions or changes requested outside of the scope of the original sale, either prior to the custom website going live, or after the site has gone live, will be billed at 180Fusion standard pricing rates. 180Fusion is not obligated to complete Client requests or changes outside of the scope of work on the original invoice. If 180Fusion does not agree to Client requests or changes, Client is still obligated to pay all fees incurred and due upon receipt.
180Fusion does not guarantee a time frame for completion of ANY custom database or custom programming completed by 180Fusion or a 180Fusion Partner. If database is completed by 180Fusion A custom “Database Specifications Summary” may be presented to the Client. 180Fusion agrees to complete the database design according to the specifications outlined. If the Client does not object or respond to the Database Specifications Summary in writing within 3 business days it will be deemed to be accepted by the Client and 180Fusion may proceed with development of the custom database as outlined. A Database Specifications Summary may not be presented to the Client for purchase of pre-built database modules and e-commerce store modules.
If Client requests changes to a pre-packaged database, pre-built database module, or e-commerce store module, changes are to be billed to Client at 180Fusion’s standard hourly rate. There is no guarantee that changes made by 180Fusion to a pre-packaged database, pre-built database module, or e-commerce store module will work. Client agrees charges are valid and agrees to pay for all fees incurred for Client’s requested changes to pre-packaged databases, pre-built databases modules, or e-commerce store modules. Once work has begun on a database or custom programming there is No Refund if cancelled.
Client is responsible for testing the functionality of the website upon 180Fusion’s request for approval and notification that the website has been completed. This includes, but is not limited to, testing the functionality of the custom database or programming. Upon Client approval of the website to go live, Client agrees services have been rendered and functionality of website has been tested and approved by Client.
180Fusion will instruct Client 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 Client. If the Client requests 180Fusion to enter data into the database, the Client will be charged, and agrees to pay, for such data entry at 180Fusion’s standard data entry rates.
Client will be provided with instructions to input products into the store. If Client requests 180Fusion to enter products into the store on Client’s behalf, the Client will be charged, and agrees to pay, for each product added to the store at 180Fusion’s standard product-entry rates. Client is required to submit store content to 180Fusion via 180Fusion’s content spreadsheet. The e-commerce store module is pre-built and any changes to the look or functionality of the pre-built store require custom programming. The Client will be billed at 180Fusion’s standard hourly rates for requested changes.
Client is responsible for testing the functionality of the e-commerce store upon 180Fusion’s request for approval and notification that the website has been completed. This includes but is not limited to testing the payment functionality. 180Fusion is not responsible for functionality of third-party services such as, but not limited to, merchant account, or gateway. Upon Client approval of the website to go live, Client agrees services have been rendered and functionality of website has been tested and approved by Client.
15. 180 Site Enrichments to Website
Client may purchase 180 Site Enrichments to the website at the time of initial sale or anytime thereafter. 180 Site Enrichments to the website may include, but are not limited to, custom programming, search engine optimization packages, database, flash, e-commerce, logos, galleries, rollovers, etc. Client’s requests for 180 Site Enrichments to the original sale will be due and billed separately and at the time of request. The monthly hosting fee will be adjusted according to the 180 Site Enrichments requested or the hosting package selected by Client.
Some 180 Site Enrichments such as, but not limited to, flash, custom programming, functionality, etc, may require that a specifications summary be presented to the Client. If the Client does not object to the specifications summary within 1 business day, the summary will be deemed to be accepted, and 180Fusion will proceed with the development as outlined. Once work has begun on 180 Site Enrichments purchased by the client there is No Refund if cancelled. 180 Site Enrichments or additional services purchased after the initial sale are separate purchases and are in addition to and separate from the original sale. If a client cancels an enhancement the original sale is not cancelled and must be paid per the original terms.
16. Expedited Services
While 180Fusion does not guarantee a time frame for the completion of any custom website, it may offer an optional expedited service to Client for a fee. Expedited service is not available for all accounts and all requests for expedited service must be approved by 180Fusion at its sole discretion. Client understands and agrees that Client’s use of expedited service does not guarantee that Client’s website including its corresponding design, 180 Site Enrichments, databases, e-commerce stores, flash, etc, will be completed more quickly than they would be without the use of the expedited service. The expedited service fee only ensures that 180Fusion will make reasonable efforts to more quickly assign and prioritize designers and programmers to the account in an effort to expedite development than would be the case under the ordinary developmental process.
The successful use of expedited service is contingent upon Client’s timely acceptance of the Terms of Service, payment of any and all fees due, completion of the Website Design Submission Form (WDSF), acceptance of any project specification documents prepared by 180Fusion and Client’s timely cooperation with 180Fusion in any solicitation for information related to the website’s development.
If expedited service is offered to Client by 180Fusion, Client may be presented with an estimated date of completion. Client understands and agrees that such estimated dates of completion are estimates only and may apply only to one particular element of the website, i.e. database, flash, e-commerce, design, and not necessarily to multiple elements of the website or to the website collectively. Under no circumstances will 180Fusion guarantee the respective portion or portions of the website subject to the estimated date of completion to be completed sooner than the estimated date of completion. Should circumstances arise that make it impossible to complete the portion or portions of the website that are subject to the estimated date of completion by the estimated date of completion, including but not limited to Client failure to provide 180Fusion with requested information in a timely manner, 180Fusion reserves the right to change the estimated date of completion accordingly or to cancel the expedited services and refund portion of the expedited service fee to Client. In no case shall the portion of the expedited service fee to be refunded be greater than fifty percent (50%) of the expedited service fee. Regardless of whether work is completed by the estimated date of completion, Client remains liable to 180Fusion for any and all other charges related to the website’s development.
17. Additional Services
Client may purchase at an additional monthly cost additional services offered by 180Fusion. Additional monthly services may include, but are not limited to, the 180Fusion Marketing program, spam filters, and back-up software. Additional monthly services include a monthly fee that is incurred and billed every month beginning from the date of purchase of the additional service. 180Fusion will Not Refund any fees incurred for additional services or paid by the Client prior to the cancellation effective date for the additional service. Any fees invoiced and incurred are valid and Client agrees to pay. Additional services purchased may be cancelled with 30 days written notice.
18. Email Accounts
Based on the hosting support package purchased, email accounts are also provided. Email accounts may be set up and used immediately upon Client’s purchase of website. Client does not need to wait until custom website is live to use email accounts. To begin using email accounts Client should contact [email protected].
19. Technical Support
180Fusion’s technical support department should be contacted at [email protected] or create a support ticket in the clients area located at http://client.180fusion.com for any concerns with Client email accounts or any problems with hosting or functionality of the website after the website is live. 180Fusion provides technical support for email and down time issues that are caused by 180Fusion. Tech support is available for a fee per occurrence and at an hourly rate for all other technical support issues. Client agrees to pay for technical support services requested by Client at 180Fusion’s hourly rate of $75/hr and that 180Fusion may charge Client’s account for such technical support.
If Client uses 180Fusion’s technical support services, including but not limited to screen share sessions, Client acknowledges and understands that 180Fusion does not warranty that technical support services will meet Client’s requirements or be error free. (See Disclaimer of Warranties and Limitation of Liabilities.)
20. Customer Service
180Fusion strives to offer the best service available. Please let us know by email or phone if you have any concerns.
21. Use and Storage
Client acknowledges that 180Fusion may establish general guidelines and limits concerning use of 180Fusion’s services and may modify these guidelines at any time. Limits may include but are not restricted to, the maximum number of days that email messages or other content will be retained, maximum number of email messages that may be sent from or received by an account, the maximum size of any email messages sent and the maximum disk space that will be allotted on 180Fusion’s servers on Client’s behalf. , Client acknowledges that 180Fusion is not responsible for backing up Client’s website and data. Client should seek appropriate backup solutions. Changes made by Client using the editing tool or by 180Fusion may be lost if data loss occurs after a scheduled backup by 180Fusion.
22. Server Security Practices
180Fusion will not modify its shared-hosting server settings and configurations to Client’s individual preferences. 180Fusion routinely scans and monitors its servers to ensure compliance with good security practices. Unauthorized security scanning and penetration testing of shared-hosting servers by the Client is strictly prohibited.
180Fusion at its sole discretion may allow or perform server administration and or customization to client accounts that are hosted on a virtual private server (VPS) or a private server.
If Client uses its website to collect, store, display, process or otherwise use sensitive or confidential information including but not limited to credit card information, social security numbers, credit or financial information, medical or health care related records, insurance records, sales records, personal information, etc, then 180Fusion at its sole discretion may require Client to utilize certain services to improve the security of Client’s website. Such services may include security certificates, hosting Client’s site on a Virtual Private Server (VPS) or on a private server, and using programming that encrypts the sensitive or confidential information used by Client’s website. Client understands and acknowledges that there may be costs associated with these services and agrees to pay for said services if use by Client. 180Fusion reserves the right to terminate Client accounts that refuse to meet 180Fusion security requirements for Client’s website.
23. Design Time/Service Contract
Client may wish to make changes or updates to the live website that 180Fusion is hosting. Most changes can be made using 180Fusion’s online editors. The online editors may not be available for all websites, or all pages of a website. Availability of the online editors is dependent upon the functionality and specifications required for the Client’s website. If Client desires for 180Fusion to make changes to website, design time may be purchased at an hourly rate of $75/hr or in blocks of design time as a Design Service Contract.
180Fusion is not responsible for any changes Client makes to website, or if Client breaks the website. Time required by 180Fusion to repair changes made by Client will be billed to Client at 180Fusion’s standard hourly rate or 180Fusion may utilize design time that has been purchased by the Client.
Flash updates and PHP updates are considered 180 Site Enrichments or additional services purchased, and are not design updates to the website. The appropriate fee will be charged for the purchase of each enhancement. Design Service Contract time may not be used for Flash updates or PHP updates purchased by the Client. Flash and PHP Service Contracts may also be available for purchase.
24. Monthly Hosting Agreement
Monthly hosting is billed at date of sale and is recurrently billed every 30 days thereafter. Monthly hosting is billed from the date of sale, regardless of the date the website goes live, because hosting costs are incurred immediately. Server space is secured for the developing website and/or for existing Client domain names. In addition, email accounts and support are available from the date of sale and are paid for with monthly hosting fees. Client agrees to a one year hosting agreement with 180Fusion.
25. Domain Names
Domain names purchased by 180Fusion and website designs, databases, stores, or programs created by 180Fusion are the property of 180Fusion until Client has paid all fees including one full year of monthly hosting. At that time ownership of the site and its functionality, and domain name may be transferred to the Client’s control upon receipt of the Client’s written request. Sham purchases of sites may not be transacted with the intent and/or result of having a site built, then transferring the site to another hosting provider. Clients may buy-out their one year hosting agreement by paying 12 months of hosting in advance if they wish to transfer the domain name and content to Client’s control prior to one year of paid monthly hosting. 180Fusion expressly reserves the right to retain one copy of any website designs, databases, stores, flash, programs, writings, or any other work created for Client for evidential purposes.
Upon transfer of domain and/or website to Client or another service provider, at anytime, Client agrees that 180Fusion has met in full its obligation to Client, and 180Fusion is released of all past and future obligations to the client. Additional work and/or hosting done for Client must be agreed to in writing and paid for by Client. 180Fusion reserves the right to transfer domain name(s) to Client at anytime. Upon receipt of any legal action or intellectual property disputes 180Fusion may transfer domain name to Client. After transfer of domain name to Client for any reason, or upon Client request Client for transfer, Client is responsible for domain name renewal.
Domain names are purchased through a third party service. 180Fusion cannot guarantee the availability of domain names and has no liability for a domain name not being available for purchase after the initial sale. If a domain name is not available for purchase 180Fusion will assist the Client in selecting and purchasing an alternate domain name. Domain names already owned by the Client remain the property of the Client and renewal of the domain name is the Client’s responsibility. The renewal of any domain names transferred to or owned by the Client is the responsibility of the Client. Upon cancellation or termination of Client’s account, or upon Client’s failure to pay monthly hosting or fees due in full, 180Fusion will no longer renew any domain names associated with the account and Client assumes sole responsibility for their renewal. Client may purchase additional domain names through 180Fusion and will be billed for the domain name purchase and renewals accordingly. If Client ceases to pay monthly hosting or other fees due domain name ownership reverts back to 180Fusion.
26. Marketing Representations
180Fusion makes no representations as to the marketing of Client’s products, services or sales. Client’s obligation to pay fees due to 180Fusion are due at time of sale of website design and hosting services and are not contingent upon Client’s marketing of said website. Client is responsible for all marketing of Client’s website. 180Fusion is not responsible for marketing of Client’s website including search engine rankings or any related sales.
27. 30-Day Satisfaction Guarantee
180Fusion provides a 30-day satisfaction guarantee. 180Fusion will continue to change and modify the Client’s website to Client’s liking, within 30 days from the date of sale or until the website is taken live, whichever comes first, at no additional cost, provided that said revisions are part of the original sale and are not 180 Site Enrichments to the original sale. Changes to the website made after 30 days from the date of the initial sale, or after the website is taken live, will be billed to the standard hourly rates over and above the initial design fee paid. Due to the nature of design, 180Fusion does not guarantee that the website designed will be exactly what the client has envisioned. 180Fusion’s best effort will be given for the 30-day satisfaction guarantee but 180Fusion is not obligated to complete multiple redesigns or modifications. While 180Fusion may agree to make requested changes and to bill the Client’s design time, 180Fusion is not obligated to complete Client requests or changes outside of the 30-day satisfaction guarantee period.
28. Billing Policy
The initial design set-up fee is due and billed in full at the time of the original sale. Monthly hosting is billed and due every month beginning from the date of the original sale. The Client hereby requests that 180Fusion renew and bill monthly hosting fees every 30 days thereafter, unless the Client cancels in writing after 12 months of monthly hosting fees have been paid.
Monthly hosting and additional services fees may be billed on the 1st or 15th of the month to coincide with 180Fusion billing cycle. The amount of the initial design set-up fee and monthly hosting fees are detailed on the original invoice confirming amounts of sale. Monthly hosting amounts may vary depending upon the hosting package selected by Client.
180Fusion reserves the right to change prices at any time including monthly hosting amounts and hourly design fees.
180Fusion accepts payment via wire transfer, check, pay pal, credit card and EFT debit from Client’s bank account. Upon Client’s authorization of payment to 180Fusion via credit card, or EFT debit payment, Client thereby authorizes all recurring monthly hosting and/or additional services fees to be charged to the same method of payment, credit card or EFT account for future charges until such authorization is withdrawn by Client in writing.
The Client may change payment methods including credit card and EFT debit payments with 30 days notice. To change payment methods Client should contact 180Fusion’s billing department. Client should not email new billing information for security purposes.
180Fusion reserves the right to hold Client, its principals and authorized representative(s) jointly and severally liable for any and all amounts owed.
29. Billing Disputes
180Fusion charges up to a $25.00 fee for returned checks. If 180Fusion does not receive payment in full when due, 180Fusion may, to the extent permitted by the law of the state of the billing address on file for Client at the time, charge a late fee of up to 1.5% per month (18% per annum), or a flat fee of $5 per month, whichever is greater, on any unpaid balance. 180Fusion may, to the extent permitted by the law of the state of the billing address on file for Client at the time account is sent to a collection agency, also charge Client for any collection agency fees and/or attorney’s fees billed to 180Fusion for collecting from Client. 180Fusion does not agree to, and will not honor, any limiting notations made by a Client on a check.
If Client wishes to dispute a charge Client must first contact 180Fusion’s billing department and must allow 10 business days for a response. To avoid any dispute about Client’s attempt to contact 180Fusion, Client must send the request in writing to:
Attn: Billing Department, 180Fusion
50 Beale St, Fl 10
San Francisco, CA 94105
Requests may be emailed to [email protected]. If Client chooses to send request by email, a copy of the request must also be sent by mail as confirmation.
If Client initiates a credit card dispute the decision of the credit card company is made through an arbitration process and the decision of the credit card company shall be binding upon Client. In the event that Client initiates a credit card dispute, ceases paying hosting fees or other fees due, 180Fusion, at its sole discretion, may suspend work on the website until the billing dispute has been resolved.
30. Termination/Cancellation of Services
180Fusion, at its sole discretion, may terminate its service and remove and discard any content, for any reason, including and without limitation, for lack of use, or if 180Fusion believes Client has violated the TOS. 180Fusion may also at its sole discretion and at any time, discontinue providing services, or any part thereof, with or without notice. Client agrees that any termination of access to 180Fusion’s services under any provision of this TOS may be effected without prior notice and that 180Fusion may deactivate or delete Client’s account and all related information files. Client agrees that 180Fusion shall not be liable to Client or any third-party for any termination of services. Paid accounts that are terminated will not be refunded. 180Fusion may suspend or terminate accounts, and shut down website for accounts, that become delinquent for more than 30 days, in which case Client remains responsible for any unpaid balance owed to 180Fusion. Charges for monthly hosting will continue to incur for delinquent accounts until Client’s one year hosting obligation has been met even if account has been suspended or terminated. 180Fusion also reserves the right to discontinue the designing of Client’s website at any time, at 180Fusion’s sole discretion, with an appropriate refund to the Client. Under no circumstances is the refunded amount to exceed the amount collected by 180Fusion.
If the Client cancels an account before the work is completed or site is live, a cancellation fee is retained per the Cancellation Fee and Refund Policy. Client agrees that all fees incurred and billed prior to cancellation effective date are valid and Client agrees to pay. Upon request for termination of services the website will be removed. A back-up copy of the website is not maintained by 180Fusion.
Client agrees to pay all hosting fees and additional services fees owed from the time of sale until the cancellation effective date, and at a minimum for hosting fees for one year. Transferring a domain name to another provider or non-use of Client’s hosting account does not constitute termination of the account. Client must notify 180Fusion in writing or via email to terminate the account services and avoid further monthly hosting charges. It is Client’s responsibility to secure confirmation from 180Fusion that the request for termination has been received and no further hosting fees will be billed.
Requests for cancellation of website hosting services or additional services should be sent to the following address:
Attn: Billing Department, 180Fusion
50 Beale St, Fl 10
San Francisco, CA 94105
Requests may be emailed to [email protected]. If Client chooses to send request by email, a copy of the request must also be sent by mail as confirmation.
31. Cancellation Effective Date
Client may terminate hosting services with 90 days written notice, after one full year of paid hosting. The effective date of cancellation is to be 30 days from the date of 180Fusion’s receipt of written notice to cancel. Any monthly fees scheduled to bill after receipt of written notice to cancel but before the effective date of cancellation are valid and client agrees to pay.
If Client has not paid all design, enhancement, hosting and additional services fees due, such fees are due in full at the time of cancellation and Client authorizes 180Fusion to collect any outstanding fees due, subject to the Cancellation Fee and Refund Policy. Client understands any pending billing for design fee installments previously agreed to will not be cancelled.
32. Cancellation Fee and Refund Policy
WEBSITE DESIGN/DEVELOPMENT – Refunds of the fees paid for development of the website may be issued on accounts cancelled within 30 days of the initial sale and prior to the completion of the website according to the following schedule:
A) A 25% cancellation fee will be retained by 180Fusion on cancelled accounts even if no work has been started and no content yet submitted by the Client.
B) A 100% cancellation fee will be retained by 180Fusion and NO REFUND on cancelled accounts if work has been presented to the Client; or 180Fusion has made multiple attempts to work with the Client, and Client has not responded to those attempts.
C) A 100% cancellation fee will be retained by 180Fusion and NO REFUND issued if any changes and/or modifications requested by the Client have been completed by 180Fusion. No Refund will be issued on any website cancelled after services have been rendered, including but not limited to, the design work having been completed and/or the website taken live.
MINIMUM CANCELLATION FEE — Client agrees that a cancellation fee of 25% will be retained by 180Fusion on all canceled accounts even if no work has been started. The cancellation fee is charged to compensate 180Fusion for up-front expenses and services rendered, including but not limited to, costs incurred for the purchase of domain name(s) for developing the website, securing server space, creating the temporary website or space saver, employee expenses, marketing, and overhead costs.
ENHANCEMENT SALES – A 100% cancellation fee will be retained by 180Fusion and NO REFUND will be issued once work has begun on any 180 Site Enrichments purchased, including, but not limited to, databases, programming, logos, flash, galleries, rollovers, e-commerce stores, security certificates, design time, domain names, search engine optimization packages, etc. . If a client cancels an enhancement the original sale is not canceled.
MONTHLY HOSTING — Client agrees that there is NO REFUND of monthly hosting fees or monthly additional services fees incurred or paid by the Client.
Client agrees that all fees incurred and billed prior to cancellation date are valid and Client agrees to pay. (See Termination)
By accepting a refund in full or refund less cancellation fee, Client agrees that the matter is settled in full and releases 180Fusion, its officers, owners, members, agents and employees of any and all contractual obligations and waives all claims of any nature, including legal action, against 180Fusion’s its officers, owners, members, agents and employees.
33. Account Transfer
Requests for transferring the ownership of a website or hosting account from Client to a new owner must be completed in writing by both the current account owner and the new designated owner. The transfer is not valid until a signed request is received by 180Fusion in writing which is to include payment authorization and new billing account information from the new owner, documentation of the ownership transfer (purchase agreement etc), documentation of copyright transfer, and acceptance of 180Fusion’s TOS by the new owner.
34. 180Fusion Web Design Proprietary Rights
Client acknowledges and agrees that 180Fusion’s services may contain proprietary and confidential information that is protected by intellectual- and proprietary-rights laws. Client agrees to not reproduce, duplicate, copy, sell, resell or exploit any portion of 180Fusion’s services.
35. Use of Client Information
Client herby gives permission to 180Fusion to use samples or links to Client’s custom website designed by 180Fusion for marketing and advertising purposes, including but not limited to, use in 180Fusion’s online portfolio and offline advertising.
36. Third-Party Services
37. Contract Service Providers
180Fusion may contract with Contract Service Providers to complete a portion, or all of the Client’s custom website. The Client agrees not to do business directly with the Contract Service Provider, nor to remit payment to the Contract Service Provider or any 180Fusion employee directly for services. All payments for services rendered must be made directly to 180Fusion. Contract Service Providers are independent contractors and are required to follow current company policies and procedures at all times. Contract Service providers are provided with only the information needed to complete the design or development portion of the Client’s website and do not have access to Client’s personal information including payment information.
38. Disclaimer of Warranties
CLIENT’S USE OF 180Fusion’S SERVICES IS AT CLIENT’S OWN RISK. 180Fusion’S SERVICES ARE PROVIDED “AS IS”. 180Fusion DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. 180Fusion DISCLAIMS ANY WARRANTIES REGARDING 180Fusion’S SERVICES INCLUDING THAT THEY WILL MEET CLIENT’S REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. 180Fusion DISCLAIMS ANY WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF 180Fusion’S SERVICES, INCLUDING RESULTING SALES AND WEB TRAFFIC. 180Fusion DISCLAIMS ANY WARRANTIES REGARDING THE MARKETING OF CLIENT’S PRODUCTS, SERVICES, SALES, OR WEBSITE. 180Fusion DISCLAIMS ANY WARRANTIES REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED, ADVERTISED OR OBTAINED THROUGH 180Fusion’S SERVICES, OR LINKS PROVIDED BY 180Fusion’S SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE PROVIDED BY 180Fusion DIRECTLY OR INDIRECTLY OR OBTAINED THROUGH LINKS PROVIDED THROUGH 180Fusion’S SERVICES OR PARTNERS.
CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF 180Fusion’S SERVICES ARE DONE AT CLIENT’S OWN RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO CLIENT’S COMPUTER SYSTEM OR LOSS OF DATA OR ANY OTHER LIABILITY THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL.
39. Limitation of Liability
CLIENT UNDERSTANDS AND AGREES THAT 180Fusion, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF 180Fusion HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OF OR INABILITY TO USE 180Fusion’S SERVICES, RELIANCE ON 180Fusion’S SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF 180Fusion’S SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED THROUGH 180Fusion’S SERVICES OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT’S DATA OR TRANSMISSIONS AND ANY STATEMENTS OR CONDUCT OF A THIRD PARTY OR ANY OTHER MATTERS RELATING TO 180Fusion’S SERVICES. SUCH LIMITATION SHALL FURTHER APPLY, WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED IN ANY WAY TO 180Fusion’S SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CLIENT.
40. Force Majeure
180Fusion shall not be liable for the failure to perform any of its obligations under this Agreement, if such failure is caused by the occurrence of any event beyond the reasonable control of such party, including without limitation, fire, flood, strikes and other industrial disturbances, failure of raw materials suppliers, accidents, transmission difficulties, Internet outages, equipment failures, electrical failures, labor disputes, strikes, riots, insurrections, acts of God or orders of governmental agencies.
41. Tort Claims and Other Claims
Client waives all tort claims, strict liability claims and any and all other legal and equitable claims to the extent permitted by law against 180Fusion, its subsidiaries, affiliates, officers, employees and agents. The relationship between the parties is contractual in nature only. Client waives any tort claims that arise by act, or omission. Client further agrees that it may only bring claims against 180Fusion in Client’s individual capacity and not as a member of a class.
Client agrees to defend, indemnify and hold harmless 180Fusion, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees that may arise or result from any content Client submits, posts, transmits or makes available through 180Fusion’s services, from any product sold by Client, its agents or employees or assigns, from any service provided or performed or agreed to be performed by 180Fusion or from Client’s breach or violation of the TOS, including any obligation, representation, or warranty made herein, or Client’s violation of any rights of another. Client further agrees to defend, indemnify and hold harmless 180Fusion, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising from or related to contracts, representations, agreements, promises, etc, made between Client and third parties, or arising from or related to Client’s negligence toward third parties.
Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and in English and may be delivered by email or certified mail, return receipt requested, to the address set forth below. If Client chooses to send request by email, a copy of the request must also be sent by mail (to the address below) as confirmation of the request.
Attn: Finance Dept.
50 Beale St, Fl 10, San Francisco, CA 94105
44. Contact 180Fusion
Client may contact 180Fusion at 877-321-4180 M-F from 8:00am-5:00pm PST. Client may also visit our website at www.180Fusion.com or visit the client’s area at client.180Fusion.com at any time. Client may also email 180Fusion at [email protected].
45. Negative Comments/Slander
Client specifically agrees not to engage in negative comments or slander regarding 180Fusion, including but not limited to publishing, or causing to be published, complaints or derogatory comments regarding 180Fusion in any format, including but not limited to, print, newspaper, television, radio or on internet complaint sites, blogs or other public internet forums. Should there be a breach of this condition 180Fusion will be entitled to liquidated damages in the amount of $2,500.00 for each publishing or posting. If said breach occurs on an internet complaint site each 180Fusion to that website will be considered an individual breach of this condition, and subject to additional liquidated damages of $100 per occurrence. Further, 180Fusion shall be entitled to litigate this matter, and obtain the money damages together with injunctive relief. The prevailing party to that litigation shall be entitled to an award of attorney’s fees. 180Fusion reserves the right to terminate any account for any negative postings made by the account owner or it’s representatives, or employees.
46. Severability; Waiver
In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision the remainder of this Agreement shall remain valid and enforceable according to its terms. The failure by 180Fusion to avail itself of any right or enforce any obligation of this agreement shall not be deemed to be an ongoing waiver of such right or obligation or of any other right or obligation.
47. Governing Law
This agreement shall be governed exclusively by the laws of the State of Delaware, USA, without regard to any conflicts of law provisions thereof, as a contract entered into and performed entirely within the State of Delaware. The parties hereby expressly disclaim the application of the United Nations Convention on the International Sale of Goods. Any disputes between the parties relating to the subject of this agreement shall be submitted exclusively to the jurisdiction of the state or federal courts located in the State of Delaware, and the parties expressly consent to personal jurisdiction and venue therein and waive any objection based on forum non conveniens or otherwise.
Notwithstanding the foregoing, in lieu of litigation, arbitration may be used as a means of resolving disputes. Arbitration would be through a neutral third-party arbitrator to be approved by both Client and 180Fusion. If any court sitting outside the United States determines that the litigation forum or arbitration provisions of this agreement are invalid, then and only then, the parties agree to settle any dispute through binding arbitration by three arbitrators, in the English language, under the commercial arbitration rules of the International Chamber of Commerce, with the location of the arbitration to be in a neutral jurisdiction (not the country of residence of the Client or of 180Fusion) as selected by 180Fusion.
180Fusion may investigate any reported violations of this agreement, its policies or any other complaints and take any action it deems appropriate to protect its systems, facilities, Clients, and/or third parties.
50. Electronic Signatures
Selecting and submitting “accept” on the electronic copy of the TOS, submitting content through the WDSF, making payment, or submitting information or documents to 180Fusion so that 180Fusion may perform services for the client, the same shall constitute an electronic signature.
51. Affiliated Companies , Name Change, Assignment of Servicing
180Fusion reserves the right to subcontract services or assign the ongoing servicing and/or hosting of your account or this entire Agreement to another party at its sole discretion. This agreement shall not be affected by any change in the name of 180Fusion, LLC, it’s DBAs or any other affiliated companies, or any condition, merger or acquisition of 180Fusion, LLC and shall be automatically assigned to any successor entity of 180Fusion, LLC and shall continue in effect thereafter in accordance with its terms.
The following provisions shall survive termination of this Agreement with no effective termination date: Sections 1, 7-9, 34-53.
53. General Information
This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior oral or written agreements (including, but not limited to, any prior versions of the TOS). Any modifications to this agreement must be in writing and signed by an authorized officer of 180Fusion, LLC. All representations not in writing are null and void. Written agreements may include, but are not limited to, emails and electronic acceptance of this Terms of Service.
Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of 180Fusion’s services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.