This agreement ("Agreement") expresses the terms and conditions for the supply of website development and maintenance services between NeighborhoodNewsWeb, Inc. ("NNW"), a Georgia corporation, 2147 Tayside Crossing, Kennesaw, Georgia 30152, and ("Customer"). In consideration of the mutual promises and upon the conditions contained within this Agreement, the parties agree:
1. Scope of Agreement Customer agrees to establish NNW as the host of its neighborhood website and NNW agrees to design, host, maintain, and update that website at the prices and under the terms and conditions set forth within this Agreement.
2. Duties 2.1 NNW agrees to provide: A neighborhood website available over the Internet in the same format as seen on the www.NeighborhoodNewsWeb.com sample site. NNW will: (a) maintain the information (provided by the customer) on the neighborhood website; (b) set up a security user-name and password so that only the neighborhood has access to the information on its website; and (c) from time to time, update the neighborhood website with new technology or features.
3. Internet Connection and Hosting 3.1 Customer's website will be hosted on the Internet, by NNW's choice of Internet website hosting service. 3.2 NNW is not responsible for the provision or operation of Customer's Internet access or connection. The minimum browser requirement for any Customer or homeowner to view Customer's website is Netscape Navigator 4.0 or Microsoft Internet Explorer 4.0. 3.3 NNW retains all title and copyright in and to the Internet site(s) and second-level domains used for hosting the website and all data, content, and registrations for the website. Customer hereby grants NNW a perpetual, irrevocable royalty-free right and license to use, copy, display, and modify photographs or information provided by or on behalf of the Customer for use on the Customer's website only. Nothing in this Agreement may be deemed to convey to Customer any right or license in the website, the hardware or software used to design or construct or operate it, or the copyrightable works used on or designed for the website.
4. Website Use and Information 4.1 The website may only be used for lawful purposes. Customer may not violate any laws in its use of the website or its performance under this Agreement. 4.2 NNW is not entitled to distribute, or sell Customer's information, i.e., homeowner directory names, numbers, or addresses. 4.3 Pictures and/or graphics may be submitted in ".jpg" or ".gif" file format, which format is demonstrated on NNW's sample website.
5. Fees and Payment 5.1 Customer pays $49.95 per month for a standard website as seen on our demonstration website. Payments are billed monthly and due upon receipt. Customer agrees to provide a valid billing address for Customer. 5.2 NNW provides data migration services for customers that already have electronic data in some other format (ex. old website, database, Excel spreadsheet). NNW provides Customer these migration services at a rate of $25 per hour. 5.3 NNW reserves the right to increase its fees upon 30 days' prior written notice to Customer, but NNW may not increase fees to Customer more than once per calendar year. 5.4 No taxes, duties, tariffs, customs, shipping, or other charges are included in any amounts described in this Agreement; where appropriate, they are Customer's responsibility.
6. Website Advertising 6.1 NNW is entitled to sell and to insert advertising on the website for its own profit. Advertising is limited to the "Our Sponsors" zone and is limited to 10% of Customer homepage. 6.2 Neighborhood Websites are considered family access and adult-content advertisements will not be sold or displayed on the website at any time. NNW will decide the appropriateness of such content, at its sole discretion. If breach of this provision occurs, NNW or Customer may terminate this Agreement upon immediate notice to the other party.
7. Term and Termination of the Agreement 7.1 The term of this Agreement begins after customer submits this acceptance agreement and continues until terminated as stated below. 7.2 This agreement may be terminated: (a) by either party, for no reason, upon 30 days' prior written notice to the other party; (b) immediately, as specified in Section 6.2 above; (c) immediately, as specified in Section 8.1 below; (d) if a party remains in breach of any of its liabilities or obligations under this Agreement, for more than 30 days after receipt of the other party's written demand to cure that breach, the non-defaulting party may terminate the Agreement upon written notice given to the defaulting party. Upon termination of this Agreement or suspension of services, NNW reserves the right to deny access, erase, or remove any data stored on NNW's facilities or otherwise relating to the website, all without prior notification to Customer.
8. Warranty and Limitations of Liability 8.1 If Customer is not satisfied with the website after it has been available on the Internet for a minimum of 30 days, and if Customer provides written notice to NNW describing its dissatisfaction within 15 days of the end of that period, NNW shall refund Customer any remaining monthly fees paid, and upon Customer's notice, this Agreement will be terminated. 8.2 NNW will make every effort to ensure Customer's site security; however, NNW cannot guarantee, nor is NNW responsible for, the privacy, security, or access to information available over the Internet, including the website. Customer understands and accepts these risks and agrees to hold NNW harmless from any liability resulting from security breach at Customer's website. 8.3 NNW's services and use of the website are delivered "as is" and without warranty of any kind, including any warranty of title, merchantability, fitness for a particular purpose, or noninfringement. To the maximum extent permitted by law, neither party is liable for indirect, special, incidental, or consequential damages, loss of profits, loss of use of data, or interruption of business arising under this Agreement, whether arising under tort, contract, or indemnity, even if such party has been advised of the possibility of those damages. Because some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, the above limitations may not apply in all cases.
9. Dispute Resolution 9.1 The parties confirm that the subject matter of this Agreement does not bar nor limit their use of arbitration under Georgia law. The parties must arbitrate any dispute, controversy, or claim arising out of the terms, operation, or interpretation of this Agreement, or otherwise relating to or arising out of the relationship of the parties under this Agreement that cannot be resolved by negotiation between them. The arbitration must be held in Atlanta, Georgia, according to the Commercial Arbitration Rules of the American Arbitration Association. The parties will equally bear arbitration expenses. The arbitrator's decision is final and binding on the parties and is enforceable in any court of competent jurisdiction. 9.2 Neither party shall sue the other where the basis of the suit is a disagreement arising directly under this Agreement except for (a) equitable relief, including infringement or misappropriation of property rights; or (b) enforcement of the arbitrator's decision, if the other party is not performing according to the arbitrator's decision.
10. Miscellaneous 10.1 The parties' rights and duties that are intended by their nature to continue beyond the term of the Agreement, including those described in Section 3.3, Article 8, and Article 9, survive the termination of the Agreement. 10.2 This Agreement is governed by the substantive laws of the State of Georgia. 10.3 Except as allowed in Section 5.3, this Agreement may be modified, or rights or duties under the Agreement waived or discharged, only by a written amendment signed by both parties' authorized representatives. If either party fails to enforce any provision of this Agreement, that failure must not be construed as a waiver of that provision or of any other provision. 10.4 NNW is acting under this Agreement in the capacity of an independent contractor, and nothing contained within this Agreement may be interpreted or construed to create any relationship of employment, partnership, joint venture, or agency. 10.5 Each party must send the other party any written notices or communications required under this Agreement to the respective address listed within this Agreement or to any other address that a party may substitute by written notice. 10.6 This Agreement binds the parties and their successors and permitted assigns. Neither party may assign this Agreement, nor any portion of it, without the other party's written consent and that consent must not be unreasonably withheld. 10.7 This document, including its attachments, is the complete, exclusive, and final statement of the terms of agreement between the parties regarding its subject matter. It supersedes all prior and contemporaneous agreements, understandings, negotiations, proposals, and representations, whether written or oral.
