New-Ride Enterprises, Inc. DBA New-Ride Design
Terms and Conditions
The following Terms and Conditions ("AGREEMENT") apply to all services provided to you ("CLIENT") by New-Ride Enterprises, Inc. DBA New-Ride Design ("NR"). By purchasing services from NR you agree to the following terms and conditions.
1. APPLICATION OF TERMS
a. These terms apply to all Services provided to you by NR during the Term.
b. These terms together with any Service(s) represent the entire agreement relating to the Services and supersede any agreements previously entered into between you and NR. Any other contract provisions imposed by you by your own order forms or otherwise are expressly excluded.
2. TERMS OF SERVICE
NR may alter this AGREEMENT at any time without notification to you. However, the current AGREEMENT is always available on NR's website. Your sole remedy in the event that you do not agree to those amendments is to provide NR with written notice of termination within ten (10) business days of the date of the amendment. Only a NR officer may alter this AGREEMENT. No agent of, or person employed by or under contract with NR, has any authority to alter or vary this AGREEMENT in any way. No oral explanation or oral information given by any party shall alter the interpretation of this AGREEMENT.
3. DOMAIN NAME REGISTRIES
In addition to this AGREEMENT, all domain name registrations are subject to the terms and conditions of any registrar NR may use to fulfill the Order and the rules and regulations of the relevant registrar. As a condition of this AGREEMENT, you agree to be bound by the rules and regulations and dispute resolution policies applicable to each domain name applied for on your behalf. Details of these terms and conditions are available here:
TuCows Domain Registration Agreement:
ENOM Domain Registration agreement:
a. Transfer of Domain
NR retains the right to hold any domain names purchased on CLIENT's behalf. Upon written request and/or termination of AGREEMENT, NR will release domain name(s) to CLIENT upon receipt of all payments due at that time, plus $100 for administrative fees.
b. If CLIENT does not transfer domain name(s), NR may choose to register the domain name. At that time the title in, and ownership of, this domain name will vest in NR. NR may sell this domain name without restriction as the full legal and beneficial owner. Unpaid domain names will become the property of NR.
4. WEBSITE HOSTING
a. NR provides website hosting on optimized servers with 99% uptime.
b. You are responsible for obtaining any licenses, trademarks, patents, copyright, permissions, et al from public or private authorities that are required to upload the contents of your site or the web activity undertaken by you.
c. Offensive or inappropriate content displayed on your website is prohibited. NR may disclose your name and address to a complaining individual or naming authority if in its reasonable discretion it is necessary or appropriate to do so.
d. You will receive a password upon request to be used to log into your User Area and/or server. You are solely responsible for all passwords, and you shall keep all passwords confidential and take security measures to prevent any unauthorized person from gaining access to your passwords.
e. NR retains the exclusive ownership of, and proprietary rights in, all Equipment.
f. If necessary, we will provide an IP address to you. We retain ownership of this IP address. It may only be used by you while using the Services, and may not be transferred. Upon Termination of this AGREEMENT, or a particular Service, your right to use an IP address will end. IP addresses are recycled.
g. You shall provide to NR, at your cost, any information, resources or facilities reasonably requested by NR for the delivery of the Services and, where necessary, ensure that your employees, contractors and other suppliers cooperate fully and promptly with NR.
h. Any instructions supplied by you to NR must be complete, accurate and clearly legible. NR reserves the right to charge for any costs and any additional work incurred by NR due to any failure by you to comply with this provision and shall not be liable for any errors caused by such failure.
a. You are responsible for Fees set out on the Order.
b. Invoices are due immediately upon receipt. Fees must be paid without deduction or set-off. Unpaid invoices shall accrue interest at a rate of 1.5% after fifteen (15) days from date of invoice. NR reserves the right to suspend the Services until payment is made.
c. All fees net of applicable taxes. CLIENT is responsible for all taxes and fees levied on the Service.
d. Our obligation to provide the Service is contingent on CLIENT's payment of the Fees by the Due Date. You must pay the Fees without set off or deduction. NR must have at least one current credit card on file. It is your responsibility to ensure that NR receives payment of the Fees. Should the Service be suspended, for any reason, Fees will continue to accrue.
e. Set up and domain name registration charges are not refundable for any reason.
f. Your credit card will be automatically charged for Recurring Services or Terms:
i. at the beginning of each month, for that month's services; OR
ii. as otherwise mutually agreed upon in writing (quarterly, semi-annual, annual).
g. Your credit card will be automatically charged for Additional Services:
i. at the beginning of each month, for previous month's Additional Services.
h. In case an automatic renewal charge fails and you fail to renew or cancel the service, NR will attempt to charge your card again upon expiration of the service. NR will attempt to charge the first current card on file.
i. We are not responsible for CLIENT data or domain name if Service is terminated because of credit card expiration.
j. If CLIENT believes there is a billing error, CLIENT must contact NR in writing. NR and CLIENT each agree to work together in good faith to resolve any billing disputes. Your dispute must include sufficient facts for NR to investigate your claims and be received by NR not later than five (5) days after the Billing Date (Dispute Deadline). You waive your right to dispute any charges or Fees if you fail to meet the Dispute Deadline. If NR finds that your claim is valid, NR agrees to credit the account that is the subject of the dispute on your next bill. If you contact your credit card company, prior to notifying NR of the dispute, and initiate a "chargeback" based on this dispute, and your chargeback claim is past the Dispute Deadline, you will be charged a $50 investigation fee and a $50 reactivation fee. This fee compensates NR for the investigation your credit card issuer requires NR to conduct in order to demonstrate NR's right to payment. Your services may be locked during bill disputes. To unlock your services, you must pay the Fees due.
6. TERMINATION & CANCELLATION
NR or CLIENT may terminate this AGREEMENT upon written notice to the other if one party materially breaches any of these terms and the breaching party fails to correct the breach within ten (10) days following the party's written notice, or immediately if the breach is incapable of cure.
Termination by NR
a. NR may terminate this AGREEMENT (i) if CLIENT fails to pay any sums due to NR as they fall due; (ii) if, in NR's reasonable opinion, CLIENT does not have sufficient expertise to use NR Service(s) without excessive ongoing support; (iii) if NR determines in good faith that this service has become impractical or unfeasible for any technical, legal, regulatory or other reason; or (iv) CLIENT violates this AGREEMENT or any agreement incorporated by reference.
b. NR may terminate a particular Order, or aspect of the Services, if a Third Party ceases to make components of them available to NR, or if providing them to CLIENT becomes cost prohibitive.
Termination by CLIENT
c. You may terminate the Services by written request (Termination Request). This is the only way to effectively terminate the Services. NR will send you an email verification of the Termination Request (Termination Verification). You must acknowledge the Termination Verification to Terminate the Services. If you do not acknowledge the Termination Verification, or if you fail to use a Termination Request to Terminate the Services, the Services will not be Terminated, and Fees will still be charged. You must follow this procedure in order to Terminate each Service.
d. You acknowledge and agree that your domain name registration is subject to suspension, cancellation, transfer or modification pursuant to the terms of any rules or policies applicable to your domain name registration due to non-payment.
e. On termination of the AGREEMENT, NR shall be entitled immediately to discontinue Services. NR retains the right to hold any materials, files, and content developed on CLIENT's behalf. Upon written request and/or termination of AGREEMENT, NR will transfer materials upon receipt of all payments due at that time, plus $500 for administrative fees to process. NR will hold any data for a period of seven (7) days after Termination Date. It is your obligation to ensure that you arrange to transfer anything you need prior to cancellation, failing which NR shall be entitled to delete all such data. NR shall further be entitled to post a notice stating that your account has been suspended. NR has no obligation to forward e-mail following Termination.
7. INTELLECTUAL PROPERTY RIGHTS AND OTHER CONSENTS
a. NR retains ownership of all intellectual property rights in the Services. NR grants to you a limited license to the Services to access and use them. All trademarks, product names and company names or logos used by NR are NR property or the property of their respective owners. No permission is given by NR to you or an affiliate to use any such trademarks, product names, company names, logos or titles, and you acknowledge that such use is an infringement of the owner's rights.
b. You are solely responsible for obtaining all intellectual property rights in the intellectual property of others, including but not limited to clearances and/or other consents and authorizations necessary to use the names, marks or other materials which are used by you in, or transmitted via the Services (Objects). On becoming aware of any dispute between you and any other individual or organization regarding the Objects, NR reserves the right, at its sole discretion and without notice or liability to you, to cease any further use of such Objects including, without limitation, deleting or suspending them from its computer systems and/or to make appropriate representations or provide information to any relevant authority or interested party.
8. REPRESENTATIONS AND WARRANTIES
NR MAKES NO WARRANTIES, AND ANY IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED. THE SERVICE(S) ARE PROVIDED AS-IS. YOUR USE OF THE SERVICE(S) IS AT YOUR OWN RISK. NR DOES NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NR DOES NOT WARRANT THAT THE SERVICE(S) WILL MEET ANY OR ALL OF YOUR EXPECTATIONS; WILL OPERATE IN ALL OF THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU; OR THAT THE OPERATION OF THE SERVICE(S) WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. NO EMPLOYEE OR AGENT IS AUTHORIZED TO MAKE ANY WARRANTY ON BEHALF OF NR.
9. LIMITATION OF LIABILITY
YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, HOLD NR OR NR 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 LOST PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY YOU 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 NR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NR BE LIABLE TO YOU IN THE AGGREGATE WITH RESPECT TO ANY AND ALL BREACHES, DEFAULTS, OR CLAIMS OF LIABILITY UNDER THIS AGREEMENT OR UNDER ANY OTHER DOCUMENT FOR AN AMOUNT GREATER THAN THE FEES ACTUALLY PAID BY YOU TO NR DURING THE THREE (3) MONTH PERIOD PRECEDING A CLAIM GIVING RISE TO SUCH LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. YOU AGREE THAT IN THOSE JURISDICTIONS, NR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
a. NR shall indemnify and hold you harmless from, and at NR's own expense agree to defend, or at NR's option to settle, any claim, suit or proceeding brought or threatened against you so far as it is based on a claim that the Service infringes any issued U.S. patent, trademark or registered copyright. This indemnification provision is expressly limited to aspects of the Service(s) which are fully owned by NR. It does not extend to products or services provided by third parties even if incorporated into the Service(s). This paragraph will be conditioned on your notifying NR promptly in writing of the claim and giving NR full authority, information, and assistance for the defense and settlement of that claim. You shall have the right to participate in the defense of the claim at your expense. If such claim has occurred, or in NR's opinion is likely to occur, you agree to permit NR, at NR's option and expense, either to: (i) procure for you the right to continue using the Service; (ii) replace an individual component of the Service with a product or service, regardless of manufacturer, performing the same or similar function as the infringing aspect of the Service, or modify the same so that it becomes non-infringing; or (iii) if neither of the foregoing alternatives is reasonably available, immediately terminate NR obligations (and your rights) under this AGREEMENT with regard to such Service and refund to you the price originally paid by you to NR for the Service, or the Fee actually received by NR from you for the three (3) month period immediately preceding the occurrence of the event on which the indemnification claim is based. This shall be your only remedy, and NR's only obligation to you, should a third party allege that the Service infringes any issued U.S. patent, trademark, or registered copyright.
b. You agree to indemnify, defend and hold harmless NR, NR's 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 Service; (ii) any violation by you of any of NR policies; (iii) any breach of any of your representations, warranties or covenants contained in this AGREEMENT; 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 term "you" as set out in subparagraphs (i) through (iv) includes you, End Users, visitors to your website, and users of your products or services, the use of which is facilitated by NR.
11. CONFIDENTIAL INFORMATION
a. Both CLIENT and NR undertake not to disclose to a third party any confidential information which you or NR receive relating to the contents or performance of this AGREEMENT, unless necessary for a party to perform their obligations under this AGREEMENT, the Services or the other's business in general, and shall procure that each of its directors and employees shall not do so, except with the prior consent in writing of the other, as required by law, or to the extent to which that information is publicly available or already known to the receiving party at the date of receipt, other than through any unauthorized disclosure by any person.
12. LEGAL NOTICES
Legal Notices to NR, which are effective only upon acknowledged receipt, shall be mailed to:
New-Ride Enterprises, Inc.
7166 W. Custer Ave. C-308
Lakewood, CO 80226
"AGREEMENT" means these Terms and Conditions, including all documents incorporated by reference;
"CLIENT" means the person, firm or company who purchases Services from NR;
"End User" is the individual or entity who uses, or to whom you provide your services;
"Fees" means the charges to be paid by you for the provision of the Services;
"ICANN" means the Internet Corporation for Assigned Names and Numbers;
"Materials" means any information, reports, documents, software or other materials created by NR as part of the Services, including all methodologies, know-how and processes used to do so;
"Objects" means any names, marks or materials and any other information, documents or software which you supply to NR under this AGREEMENT;
"Order" means the order form, including electronic and online forms, or letter signed by you requesting Services;
"Server" means the computer server equipment operated by NR in connection with the provision of the Services;
"Service" or "Services" means any and all services provided by NR under this AGREEMENT including, without limitation, consulting services, materials, design services, print materials, digital files, domain name registration services, domain name portfolio management services, domain name searching, monitoring and recovery services, space hosting, web, email and usenet searching and monitoring services and professional services, and any other services requested by you which may be provided from time to time as set out on the portion of NR's website describing the individual Service.
"NR" means New-Ride Enterprises, Inc.
"Space" means the area on the Server allocated to you by NR for use by you as a site on the Internet;
"Term" means the prepaid period during which you receive Services from NR;
"You" and "your" means CLIENT, the person, firm or company who purchases Services from NR.
a. If any provision of this AGREEMENT or part thereof shall be void for whatever reason, the offending words shall be deemed deleted, and the remaining provisions shall continue in full force and effect.
b. Your rights and obligations under this AGREEMENT are personal to you, and you shall not: assign, lease, charge, sub-license, or otherwise transfer such rights and obligations in whole or in part.
c. NR reserves the right to sub-contract any of the work required to fulfill the Services and to assign this AGREEMENT.
d. Except for the obligation to pay the Fees, 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, earthquake, labor disputes, shortages of supplies, riots, war, fire, epidemics, failures of telecommunication carriers, 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 later than ten (10) days from the beginning of the event.
e. Any delay or forbearance by either party in enforcing any provisions of this AGREEMENT or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.
f. Paragraph headings have been included in this AGREEMENT for convenience only and shall not be considered part of, or be used in interpreting, this AGREEMENT.
g. This AGREEMENT does not create any agency, partnership, joint venture, or franchise relationship. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
15. APPLICABLE LAW
All disputes concerning the validity, interpretation, or performance of this Agreement and any of its terms or provisions, or of any rights or obligations of the parties hereto, shall be governed by and resolved in accordance with the laws of the State of Colorado and the federal laws of the United States of America applicable therein.