Terms of Service

Avid Hawk LLC Terms of Service

By using the services provided by Avid Hawk LLC ("Avid Hawk"), you ("Client") hereby agree to be bound by the following terms and conditions ("Terms of Service") set forth herein.

Last Revised Date:
This Terms of Service was last updated on: 2-18-2016

Avid Hawk LLC ("Avid Hawk") reserves the right, at any time, to modify, alter, or update this Terms of Service agreement without prior notice. Such changes, additions, modifications or deletions shall be effective immediately upon posting on-line at http://www.avidhawk.com/tos.php. Client acknowledges and agrees that it is Client's responsibility to review this site and this Terms of Service periodically and to be aware of any modifications. Client may identify whether Avid Hawk has revised this Terms of Service by noting the "Last Revised Date" above. Client's continued use of Avid Hawk services after any amendments or modifications are made to this Terms of Service will constitute Client's acknowledgment and acceptance of the modified Terms of Service. Client agrees to abide and be bound by the modified Terms of Service. If Client does not agree to this terms of service, Client should immediately cease all usage of Avid Hawk services and cancel Client's account.

Definitions

"the services" or "the service" means any product or service provided by Avid Hawk for use by Client. This includes, but is not limited to: web based software, hosted solutions, web site update service, web site design service, web site hosting, email hosting, ssl certificates, consulting, and domain registration.

"Client" means the person or legal entity utilizing or accessing the Services.

"all material" or "any material" means any type of data, text, javascript, applets, software, templates, music, sounds, photographs, graphics, video, messages, templates, code, email, or any other type of information.

"Developer Content" means all data, code, scripts, trade secrets, patents, designs, drawings, and text created by Avid Hawk for use in the services, including any modifications or enhancements provided by Avid Hawk.

"Billing Cycle" means the schedule of recurrent times that Avid Hawk will send invoices to Client

"Domain Name" refers to a series of alphanumeric strings separated by periods, such as www.avidhawk.com, that is an address of a computer network connection and that identifies the owner of the address.

"third party script or program" means any javascript, php script, or any other computer program or script developed by a third party included in the services.

"Client Content" means any type of data, text, trademarked or copyrighted content, javascript, applets, software, templates, music, sounds, photographs, graphics, video, messages, templates, code, email, or any other materials sent to Avid Hawk by Client for use in the services.

These Terms of Service govern client's use and access to Avid Hawk's services.

Contact Information
Client agrees to provide Avid Hawk with accurate and up-to-date contact information. This contact informatoin will include Client's name, address, and phone number. Client may also provide Avid Hawk with fax numbers, mobile numbers, electronic mail ("email"), or any other contact information Client would like to provide Avid Hawk as a means to contact Client. Client understands it is the Client's sole responsibilty to notify Avid Hawk of any change of Client's contact information.

Client Warranties
Client represents and warrants to Avid Hawk that Client owns or has the right to use all material submitted by Client to Avid Hawk for use in the services and all material sent to Avid Hawk by Client for use in the services does not infringe or misappropriate any copyright, patent, trademark, trade secret, or any other proprietary rights of a third party; Violate any criminal laws; Constitute false advertising, unfair competition, defamation, an invasion of privacy, violate a right of publicity, or violate any other law or regulation.

Independent Contractor
Avid Hawk is an independent contractor, and neither Avid Hawk nor Avid Hawk's staff is, or shall be deemed, Client's employees. In its capacity as an independent contractor, Avid Hawk agrees and represents, and Client agrees, as follows:

Avid Hawk has the right to perform services for others.

Avid Hawk has the sole right to control and direct the means, manner and method by which the services will be performed.

Avid Hawk has the right to perform the services at any place or location and at such times as Avid Hawk may determine.

Neither Avid Hawk nor Avid Hawk's staff shall be required to devote themselves full-time to the performance of the services.

Spam or unlawful use
Client agrees not to send, post, email, transmit or otherwise make available (collectively "send") any Content through any of the services that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable. Further, Client agrees not send, store, or use content in the services that would harm minors in any way, impersonate any person or entity, falsely state or otherwise misrepresent client's affiliation with a person or entity, forge headers or otherwise manipulate identifiers in order to disguise the origin of client's email, contains unsolicited or unauthorized advertising such as spam or junk mail, contains software viruses that would be harmful to other computers, contains worms or any other computer code that is harmful to other computers, that would interfere or disrupt the services or networks connected to the services, breaks the law of any Juristiction, or would impose an unreasonable or disproporionately large load on any of the services.

Invoices
Avid Hawk shall submit invoices for the services rendered. Client shall pay Avid Hawk on or before the due date listed on each invoice.

Pricing
Avid Hawk will invoice client based on current rates for the services. For current pricing, Client may contact Avid Hawk at 605-277-1202 or request a price list by email.

Price Changes
Avid Hawk reserves the right to change the pricing and details of the services without prior written notice to Client.

Late Payment
If payment for any of the services becomes past due, Avid Hawk reserves the right to suspend Client's account. Once suspended, the services will cease to function. If payment for any of the services becomes 30 or more days past due, Avid Hawk may terminate Client's account. In the event Client's account is terminated due to late payment, all Client information will be deleted from the Avid Hawk server and may be lost forever. For the purpose of this terms of service, "all Client information" means ALL client information stored on the Avid Hawk server or used in the services. This includes, but is not limited to: email, website files, audio files, and video files.

Late payments by Client shall be subject to late penalty fees of 2% per month or the maximum allowed under state law from the due date until the amount is paid in full.

Collection Costs
In the event any third parties are contracted to collect any outstanding monies owed by Client, Client agrees to pay for all collection costs, including attorney's fees, whether or not litigation has commenced, and all costs of litigation incurred.

Refunds
All payments to Avid Hawk are nonrefundable.

Term of Services & Account Termination
The services will take effect when Client first uses the services and remain in effect until either party terminates the services. Either Party may terminate the services upon sending written notice to the other party.

Domain Registration
Upon Client's Request, Avid Hawk will register or transfer a domain name on behalf of Client. Avid Hawk will invoice Client for the price of the domain name on an annual basis. Domain name pricing can be found at http://avidhawk.shopco.com and is subject to change without notice. Client UNDERSTANDS THAT AVID HAWK IS A TUCOWS AUTHORIZED RESELLER AND AGREES TO THE ADDITIONAL DOMAIN REGISTRATION TERMS FOUND AT http://avidhawk.shopco.com/terms.

Avid Hawk does not guarantee the success of a domain transfer. If Client requests a domain transfer, Client must have the ability to unlock the domain, send the transfer authorization code to Avid Hawk, and send all transfer related emails to Avid Hawk. If payment for the Domain Name becomes past due, Avid Hawk has the right to cancel the domain name. Once canceled, the domain name may be made available on the open market for anyone to register. Client agrees that failure to pay for domain registration fees may result in losing the domain name forever.

Outsourcing
Avid Hawk reserves the right to contract third party services to fulfill Avid Hawk's obligations to provide the services.

Intellectual Property
This Agreement does not transfer from Avid Hawk to Client any Avid Hawk or third party intellectual property used in the services. Avid Hawk shall retain all copyright, patent, trade secret and other intellectual property rights Avid Hawk may have in Developer Content.

Subject to payment of all compensation due for website design services provided by Avid Hawk, Avid Hawk grants Client a nonexclusive, nontransferable, royalty-free license to use Developer Content included in the website created by Avid Hawk for Client. This license shall authorize Client to:

• operate the developer content included in the website on its host server;
• update, revise, or republish the developer content included in the website; and
• advertise and promote the developer content included in the website.

File Approval and Removal
Client understands that Avid Hawk reserves the right to remove any script, file, or program used in the services for any reason. Further, Avid Hawk reserves the right to reject any script, file, or program proposed by client for use in the services.

Third party scripts or programs
Client agrees Avid Hawk may use third party scripts or programs in the services. All copyrights, patents, trademarks, trade secrets, or any other proprietary rights of any third party script or program used in the services shall remain with their respective owners. Client agrees to be bound by the licensing agreement for any third party script or program used in the the services.

Indemnity
CLIENT IS SOLELY RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES. CLIENT AGREES TO INDEMNIFY AND HOLD AVID HAWK HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEY FEES AND EXPERTS' FEES, ASSOCIATED WITH ANY CLAIM OR ACTION BROUGHT AGAINST AVID HAWK RELATED TO OR ARISING OUT OF THE SERVICES, OR CLIENT'S BREACH OF ITS WARRANTIES UNDER THIS TERMS OF SERVICE. THIS INDEMNIFICATION WILL SURVIVE TERMINATION OF THIS AGREEMENT.

Warranty
CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT: CLIENT'S USE OF THE SERVICES IS AT CLIENT'S SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AVID HAWK EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

AVID HAWK MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET CLIENT'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iii) THE QUALITY OF THE SERVICES WILL MEET CLIENT'S EXPECTATIONS, AND (iv) ANY ERRORS IN THE SERVICES OR SOFTWARE WILL BE CORRECTED.

ANY MATERIAL TRANSMITTED, RECEIVED, DOWNLOADED, STORED, OR OTHERWISE OBTAINED OR SENT, THROUGH THE USE OF THE SERVICES IS DONE AT CLIENT'S OWN DISCRETION AND RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE OPENING, DOWNLOAD OR SENDING OF ANY SUCH MATERIAL. FURTHER CLIENT WILL BE SOLEY RESPONSIBLE FOR ANY DAMAGE TO A THIRD PARTY CAUSED BY CLIENT'S USE OF THE SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM AVID HAWK THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF SERVICE.

AVID HAWK IS NOT RESPONSIBLE FOR ANY DAMAGES CLIENT MAY SUFFER. AVID HAWK DOES NOT MAKE IMPLIED OR WRITTEN WARRANTIES FOR ANY OF THE SERVICES. AVID HAWK DENIES ANY WARRANTY OR MERCHANTABILITY FOR A SPECIFIC PURPOSE. THIS INCLUDES, BUT IS NOT LIMITED TO, LOSS OF DATA, SERVICE INTERUPTIONS OR OUTAGES, LOSS OF EMAIL, INABILITY TO SEND OR RECEIVE EMAIL, AND ANY OTHER TYPE OF DAMAGE CAUSED BY THE SERVICES. IN NO EVENT SHALL AVID HAWK BE LIABLE TO CLIENT FOR LOST PROFITS OF CLIENT, OR SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF AVID HAWK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Portfolio
Client agrees Avid Hawk may include pictures, client content, website links, descriptions, and other information regarding the services on Avid Hawk's website.

Undefined Terms
Terms that are not specifically defined in this terms of service are used as set forth in the Uniform Commercial Code of the State of South Dakota.

Validity of Terms of Service
If any term, provision, covenant, or condition of this terms of service is held by a court of competent jurisdiction to be invalid or unenforceable, the rest of the terms of service shall remain in full force and effect and shall in no way be affected or invalidated.

Venue and Applicable Law
This Terms of Service will be governed by the laws of the State of South Dakota, and should litigation become necessary to resolve any dispute between Client and Avid Hawk, Client agrees the dispute will be litigated in the County of Brown, State of South Dakota.

No Agency
Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between Avid Hawk and Client.

Refusal of Service
Avid Hawk reserves the right to refuse service to Client at any time for any reason.

Entire Agreement
This terms of service contains the entire agreement between Avid Hawk and Client relating to the rights granted and obligations assumed regarding the services. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the Parties.

Contact
Please direct all questions regarding this Terms of Service to support@avidhawk.com.