Juvo Web Terms of Service (TOS)
This Terms of Service (TOS) is a contract between you and/or your company (you or your) and Juvo Web (Juvo, we, us or our). All clients of Juvo agree to abide by these policies and warrant that they are at least 18 years of age, and that they have the right and authority to bind themselves, or the company that they represent, to the terms of this TOS. This TOS may be modified from time-to-time. All clients of Juvo agree to be bound by these modifications. The most recent version of this TOS can be obtained upon request or on the Juvo website.
While we facilitate your business on the Internet, we are an independent contractor. We only have control of the products and services we provide directly and are not liable for your actions, the actions of our third party service providers, or the actions of individuals who use your products and services (End Users).
Juvo provides a number of services (Services) to its customers.
Juvo provides dedicated, virtual private or shared server computers with an Internet address for storage and access of Content, User Content and/or a Website. Juvo will provide unlimited and unmetered bandwidth and storage as outlined in section 8. If you require additional bandwidth or storage, Juvo will negotiate in good faith to accommodate your needs unless Juvo’s servers cannot accommodate the requested bandwidth or storage.
1.1.1 Website Backup
Juvo will back up the Website in a commercially reasonable manner. However, Juvo is not responsible for lost Content or lost User Content. Website backups will be stored by Juvo for no longer than 14 days. Juvo will provide, at Customer's expense, an electronic copy of the backup Website to Customer upon written request by Customer. Backups are intended for disaster recovery, not the restoration of individual files.
Juvo will take commercially reasonable steps to prevent unauthorized access to the Website, Content, User Content, and Confidential Information stored on Juvo’s systems, but will not be responsible for any loss due to unauthorized access.
1.1.3 Server/Network Computer Outages
Juvo will employ best efforts in providing you with advance notice of scheduled server computer/ network outages.
Juvo is under no obligation to provide you with any form of administrative system access to the systems hosting your Content, User Content or Website, whether command line or interface is driven, to the server, including but not limited to, FTP and SSH. Juvo will provide access it deems as reasonable, but any such grants may be revoked at Juvo’s discretion.
1.2 Content Management
Juvo provides various content management tools that enable you to update and modify various components of your Website. These tools include, but are not limited to:
- Page content manager
- Photo gallery manager
- Video gallery manager
- Store manager
These tools are either the property of Juvo or are licensed by Juvo and are only made available to you while you are using Juvo systems. Should you decide to move your Content, User Content or Website off of Juvo servers, you do not have the right to take these tools with you.
1.3 Payment Processing
Juvo provides online payment services which collect billing information from End Users and transmits that data to your gateway. Juvo takes all reasonable measures to secure and encrypt that information when transmitting it to the payment gateway. Juvo stores basic transaction information for your reference, but does not store on its systems credit card information or social security numbers.
2. Contact Information
You are required to provide us with accurate information when setting up your account, during the course of our relationship, and when corresponding with us. On occasion, we may need to communicate with you by e-mail about the Services. You agree to maintain a working e-mail address that is monitored daily. We have no responsibility, or liability, for interruptions in the Services, or damages of any sort, based on communications that are misdirected as a result of your failure to provide us with updated contact information.
The “Effective Date” of this TOS will be the day on which we receive payment from you.
This TOS will begin on the Effective Date and continue for the duration of the service term you select and pay for (Initial Term). Typical terms are one month, six months and one year. After the expiration of the Initial Term, this TOS will renew for successive periods of equal length (Renewal Term).
Your invoice is generated at least 10 days prior to its due date. You are responsible for the fees and charges related to all services you have used. All of these are referred to collectively as “Fees.”
Our obligation to provide the Services is contingent on your payment of the Fees by the Due Date without set-off or deduction. Fees may not appear on your invoice immediately after a Service is rendered. Fees will be past due, and your account may be suspended, if we attempt to charge your credit card or are otherwise unable to collect the Fees.
Should your account be suspended for any reason, Fees will continue to accrue. To reinstate your account, you will be required to pay any fees levied on us by our financial institution plus a $25 administrative fee. You must inform us in writing of any Fee disputes at least 5 days before the Due Date.
You have read and agree to the policies outlined in the BILLING POLICY, which is incorporated into this TOS by reference.
4.1 Late Payment
Late Payments are considered late if they are not received within three (3) business days of the due date. After the three business days, the Project will be considered in probation and development will stop immediately. If the payment is more than ten (10) business days past due there will be a 10% late charge for the amount due. If payment is not made within two months, Juvo reserves the right to shut down the site until payment is made. The scheduled payment plus any applicable late fee must be paid before the Project is reinstated.
In addition to all other Fees and amounts due, you shall also pay to Juvo, or reimburse Juvo as appropriate, all amounts due for property tax on the Software and for sales, use, excise taxes or other taxes which are measured directly by payments made by you to Juvo. In no event shall you be obligated to pay any tax paid on the income of Juvo or paid for Juvo's privilege of doing business.
Either party may terminate the Services by providing written notice to the other no later than 25 days from the expiration of the Initial Term or Renewal Term.
We reserve the right to immediately terminate this TOS, and suspend or cancel the Services: (i) for a violation of any of our policies, including those incorporated by reference; and/or (ii) your failure to pay any amounts due. This right of termination is without prejudice to any other rights we may have. You are not entitled to any type of notice or protest should we exercise these rights.
One party may also terminate this TOS upon the occurrence of a material breach, which has not been cured by the other party within 10 days of their receipt of written notice of the breach. For the purposes of defining a material breach, materiality shall be determined from the perspective of a reasonable business person with significant experience in the Internet business. Notices of the material breach must contain sufficient detail for the party against whom the assertion of material breach is directed to identify the breach and attempt to take corrective action.
You may cancel this Agreement at any time by providing written notice to us as provided in the paragraph entitled “Termination.” It is important to note that you will be responsible for all termination charges based on your cancellation and will not be entitled to partial refunds. The fact that you cancel this Agreement does not relieve you of responsibility for these charges. If you have a term agreement with us, we strongly suggest you contact us prior to canceling to determine what your cancellation obligations will be.
7. Money Back Guarantee
Hosting services carry an unconditional 30 day satisfaction guarantee. To cancel your hosting services and receive a refund, you must contact us within 30 days from the Effective Date of the particular Services you wish to cancel. Only your monthly fees are refundable. Set up, domain name registration, SSL Certificate, and other one-time fees are not refundable.
8. Uses of the Services
The terms "unlimited" and "unmetered" are defined by our experience with similarly situated customers. This means that your use of our resources may not exceed that of similarly situated customers. In particular, you may not use our services for the primary purpose of:
- Audio/Video streaming (other than that which is incidental to a site's operation)
- Large photo galleries
- Storage of a large amount of uncompressed or full-size digital images
- Online backups
- Online file (FTP) serving
- Distribution of content such as MP3 files
You may not place excessive burdens on our CPUs, servers or other resources, including our customer support services. You understand that bandwidth, connection speeds and other similar indices of capacity are maximum numbers. Consistently reaching these capacity numbers may result our need to place restrictions on your use of the Services. You agree that we may place restrictions on your use of the Services or customer support services to the extent that they exceed the use of these resources by similarly situated customers.
You agree to cooperate with us to facilitate your use of the Services. This cooperation includes, but is not limited to, providing us with correct contact and billing information and ensuring that you, your employees, and/or agents have sufficient technical expertise to understand how to implement the Services.
You are responsible for all long distance and/or connection charges associated with the Services. You are responsible for the Fees once our Services are made available to you. It is your responsibility to ensure that you can connect with us to use the Services.
9. Licenses and Intellectual Property
Juvo grants to you a non-exclusive, non-transferable, worldwide, royalty-free license to use technology provided by Juvo solely to access and use the Services. This license terminates on the expiration or termination of this TOS. Except for the license rights set out above, this license does not grant any additional rights to you. All right, title and interest in Juvo's technology shall remain with Juvo or Juvo's licensors. You are not permitted to circumvent any devices designed to protect Juvo, or its licensors', ownership interests in the technology provided to you. In addition, you may not reverse engineer this technology.
We may provide technical support, implementation, customer service or administrative information to you. This information is not confidential. We may use this information, as well as aggregate information gleaned from the operation of our business in general, to improve, or create new products and services. We shall be the exclusive owners of this intellectual property. You waive any rights you may in this intellectual property and assign all right, title and interest in it to us.
You grant Juvo, and any third parties used by Juvo to provide the Services, a non-exclusive, non-transferable, worldwide, royalty-free license to use, disseminate, transmit and cache content, technology, and information provided by you and, if applicable, End Users, in conjunction with the Services. This license terminates on the expiration or termination of this TOS. All right, title and interest in your technology shall remain with you, or your licensors.
10. Juvo's Representations and Warranty
Juvo warrants that it will perform the Services in accordance with other similarly situated companies. To make a warranty claim, you must notify Juvo in writing within 30 days of the date Juvo's alleged breach. Your exclusive remedy, and Juvo's sole obligation, in the case of a breach of warranty is, at Juvo's option, to (i) reperform the Services; or (ii) issue you a credit based on the amount of time the Services were not in conformity with this warranty, subtracted ("pro-rated") by the amount of time they were in conformance. For the purposes of Juvo's warranty, the following issues shall not constitute services within the definition of "similarly situated companies": up-time, "uptime guarantees" or other items for which Juvo provides a service level agreement, regardless of whether a service level agreement is, or was, available for the Services.
Services provided by third parties are expressly excluded from this warranty.
11. Your Representations and Warranties
You represent and warrant to Juvo that: (i) you have the experience and knowledge necessary to use the Services; (ii) you understand and appreciate the risks inherent to you, your business and your person, that come from using the Services in particular, and doing business on the Internet in general; (iii) you will provide us with material that may be implemented by us to provide the Services without extra effort on our part; and/or (iv) you have sufficient knowledge about administering, designing and operating the functions facilitated by the Service to take advantage of the Service.
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. OTHER THAN AS EXPRESSLY SET OUT HEREIN, JUVO HAS NOT, AND DOES NOT, MAKE ANY WARRANTIES WHETHER EXPRESS OR IMPLIED. THIS DISCLAIMER INCLUDES BUT IS NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY, AND TITLE. JUVO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. JUVO IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO, OR FROM, YOU OR STORED BY YOU OR ANY OF YOUR CUSTOMERS VIA THE SERVICES PROVIDED BY US. JUVO SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING SERVICES PROVIDED BY THIRD PARTIES, REGARDLESS OF WHETHER THOSE SERVICES APPEAR TO BE PROVIDED BY US. NO WARRANTIES MADE BY THESE THIRD PARTY ENTITIES TO JUVO SHALL BE PASSED THROUGH TO YOU, NOR SHALL YOU CLAIM TO BE A THIRD PARTY BENEFICIARY OF SUCH WARRANTIES.
THIS WARRANTY DISCLAIMER EXTENDS TO ANY ORAL OR WRITTEN INFORMATION YOU MAY HAVE RECEIVED FROM JUVO, ITS EMPLOYEES, THIRD-PARTY VENDORS, AGENTS OR AFFILIATES. YOU MAY NOT RELY ON SUCH INFORMATION.
SOME STATES DO NOT ALLOW JUVO TO EXCLUDE CERTAIN WARRANTIES. IF THIS APPLIES TO YOU, YOUR WARRANTY IS LIMITED TO 90 DAYS FROM THE EFFECTIVE DATE.
13. Limitation of Liability
It is your obligation to ensure the accuracy, integrity, title or ownership, and security of anything you receive from the Internet. You agree that Juvo has no liability, of any sort, for content you or your customers access from the Internet.
Juvo provides no guarantee that the Services will be uninterrupted, or continuous, that you will be able to access Juvo's network at a particular time, that any data transmitted by Juvo is accurate, error free, virus free, secure, or inoffensive. You acknowledge that it is your responsibility to keep back-up copies of your data. Juvo is not responsible for any loss of data, for any reason. Juvo is not liable for unauthorized access to, or any corruption, erasure, theft, destruction, alteration or inadvertent disclosure of, data, information or content, transmitted, received, or stored on its network.
IN NO EVENT WILL JUVO'S LIABILITY HEREUNDER EXCEED THE AGGREGATE FEES ACTUALLY RECEIVED BY JUVO FROM YOU FOR THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. FOR THE PURPOSES OF THIS PARAGRAPH ONLY, THE TERM JUVO SHALL BE INTERPRETED TO INCLUDE JUVO'S EMPLOYEES, AGENTS, OWNERS, DIRECTORS, OFFICERS, AFFILIATES, AND THIRD PARTIES PROVIDING SERVICES TO YOU THROUGH US.
YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, HOLD JUVO OR ITS LICENSORS, AGENTS, EMPLOYEES, OFFICERS AND/OR THIRD PARTY VENDORS, LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY YOU, ANY OF YOUR END USERS OR ANY OTHER THIRD PARTY. YOU AGREE THAT THE FOREGOING LIMITATIONS APPLY WHETHER IN AN ACTION IN CONTRACT OR TORT OR ANY OTHER LEGAL THEORY AND APPLY EVEN IF JUVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU AGREE THAT IN THOSE JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
You agree to indemnify, defend and hold harmless Juvo and its parent, subsidiary and affiliated companies, third party service providers 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 (i) your use of the Services (ii) any violation by you of any of Juvo's policies; (iii) any breach of any of your representations, warranties or covenants contained in this TOS; and/or (iv) any acts or omissions by you. The terms of this section shall survive any termination of this Agreement. For the purpose of this paragraph only, the terms used to designate "you" include you, your customers, visitors to your website, and users of your products or services, the use of which is facilitated by us.
Notices will be sent to you at the address you provide to us. It is your obligation to ensure that we have the most current address for you.
Notices regarding this TOS and other Juvo policies should be directed to:
424 S Squires Landing Blvd.
Stillwater, OK 74074
16. Force Majeure
Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party's reasonable control, including without limitation acts of God, bandwidth interruptions, earthquake, labor disputes, shortages of supplies, riots, war, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused party shall be extended on a day to day basis for the time period equal to the period of the excusable delay. The party affected by such an occurrence shall notify the other party as soon as possible but in no event less than ten days from the beginning of the event.
17. Choice of Law, Jurisdiction and Venue
The validity, interpretation, and performance of this TOS, and of the agreements and policies that apply to the Services, shall be controlled by and construed under the laws of the State of Oklahoma, United States of America, as if performed wholly within the state and without giving effect to the principles of conflicts of law. You agree that jurisdiction and venue are proper in the state courts located in Stillwater, Oklahoma. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.
18. All Claims
All claims you bring against us must be resolved in accordance with this TOS. Without limiting the previous sentence, this includes claims based on service outages which are expressly covered by our SLA. All claims filed or brought contrary to this TOS will be considered to be improperly filed and a breach of this TOS. If you file a claim contrary to this TOS, we may recover attorneys fees and costs. Attorney's fees include any fees charged by our in-house, or virtual in-house, attorneys.
19. No Waiver
No waiver of rights under this TOS, or any Juvo policy, or agreement between you and Juvo shall constitute a subsequent waiver of this or any other right under this TOS.
This TOS may be assigned by Juvo. It may not be assigned by you. This TOS shall bind and inure to the benefit of the corporate successors and permitted assigns of the parties.
In the event that any of the terms of this TOS become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this TOS. All remaining terms of this Agreement shall remain in full force and effect.
Sections 11, 12, 13, 14, 15, 18, 19, 22 and 23 shall survive the termination of this Agreement.
“Juvo” means Juvo Web and all persons authorized to act on Juvo’s behalf.
"Content" means all text, pictures, sound, graphics, video, links, and other data stored by you on Juvo’s server computers.
"Website" means pages presenting the Content stored by you on Juvo’s server computers.
"User" means users of your Website.
"User Content" means all text, pictures, sound, graphics, video, links, and other data stored by Users on Juvo’s server computers.
"Confidential Information" means information that you take reasonable steps to maintain in confidence and identifies in writing to Juvo as confidential.
“Software” means any computer code owned by Juvo.