Third Party Costs: While preparing an estimate for any project, all potential costs associated with that project may not be identified or known at the time of creating the estimate. These could include Third Party Costs such as audio, flash, stock ticker programming, stock photographs, illustration, copy writing, printing, custom additions into iWave, additional custom graphic requests, revising anything additional or extraordinary disbursements such as international courier, media transfer costs, duties, tariffs or additional taxes. Third party costs are therefore subject to change depending on actual costs billed by any given supplier involved in the project.
It is our standard procedure to have third party service providers bill the client directly based on approved estimates and change orders only. We will charge a 15% coordination fee on all third party costs. If the client is not prepared to set up the appropriate account for billing with any third party suppliers, Broadwave Studios Inc. will be billed directly. In this event all third party generated costs will be forwarded onto the client with an additional 15% coordination fee charged to the client. Broadwave Studios is not liable or responsible for any third-party functionality or terms of conditions.
Coordination Fee: Broadwave Studios Inc. will charge a 15% coordination fee on all third party costs such as printing, photography, scanning, audio, video, professional services form industry experts, etc. The coordination fee is only billed on client approved work or change orders. If you wish to discuss this fee before initiation of a project then please contact our offices.
Change Orders: Broadwave Studios estimates represent the anticipated cost to complete a project based on our client needs assessment, technical procedures, expertise, and past experience on similar projects. Unless the client is in “time and materials” billing, the client will be notified via email or written correspondence if any additional costs will be incurred based on unknown circumstances, new requests, over extended budget/estimated hours, or new requirements. All changes to the estimate of work will be submitted as a Change Order with associated costs and scope and submitted to the client via email. Additional budget most likely will be required if the client add to the original estimated work, redirects the project, or expands toe scope from the original estimated hours.
Fonts and Clip Art: Fonts and clipart used in the project are provided in agreement with the licensing agreements of the manufacturer. This includes usage on a project-by project basis. If a special required item is needed for the project – it will be purchased and flowed through the client as a third party cost. If the client requires the item(s) it can be purchased through the client and a copy made available for Broadwave Studios Inc to use on the project.
Intellectual property and copyright: Broadwave Studios Inc. acknowledges and agrees that all trademark, service marks, trade names, industrial design, copyright, product, advertising, plans, client property, proprietary client information or similar intellectual property created, prepared or purchased for the client by Broadwave Studios in the project execution shall, upon payment in full (cleared funds) by the Client, be property of the Client. In the event of a dispute all intellectual property will be removed from the Internet until the matter is resolved. Broadwave Studios shall use commercially reasonable efforts to ensure that (i) a license to use a copyright material belonging to third parties has been secured by Broadwave Studios in form reasonably and is acceptable to the client, (ii) all personnel engaged by or employed by or within Broadwave Studios’ control (contract or non contract) or discretion have waived moral rights in the product crated for the Client, (iii) retain in it’ s care all material such as Client information or advertising materials relating to the project for a reasonable period, and (iv) recover additional materials or reproduction materials(excluded materials already recorded or transmitted in electronic form) supplied to the media department when requested by the Client to do so. Broadwave Studios shall acquire no right, interest or title of any sort in any Intellectual Property owned by the client.
Trade Secrets: From project to project or time to time, Broadwave Studios will execute or employ trade secrets and or proprietary coding in the development of websites, iWave customization, custom programming, modules, email programs, file upload additions, internet marketing programs, search engine optimization techniques and instant publishing scripts. Unless otherwise negotiated in the contract price, source code will remain the property of Broadwave Studios Inc. The software or internet marketing program will be delivered to the Client to meet all functional specifications for its original intended use.
Client Requirements: we require all text in an electronic format (Word or PDF) with a hard copy unless the Client is publishing their own content via iWave. We require all charts, graphs and tables in an EPS format unless otherwise specified. All photographs are to be supplied to us by our required specifications we have stated to the Client throughout the project. Supplying these materials for the project if not in our requested format will result in additional hours if we have to adjust any formats provided to us.
Travel Expenses: Broadwave Studios Inc. will forward onto the Client any additional travel expenditures as they relate to air, accommodation, rental car, when applicable to work outside of our given locations as requested by the Client. Air travel and accommodation will be flowed through at a cost and car travel will be applied at $0.25 per mile. A Pier Diem for meals will be confirmed with the client depending on any unforeseen circumstances if necessary. Clients will be billed for off site meetings requested by the client. These amounts will be billed as time and materials or deducted from the original estimated hours.
Cancellation Fee: If a project is cancelled by the Client for any reason out of Broadwave Studios’ control, a cancellation fee will be applied at a percentage ranging from 25% to 85% of estimated cost, or invested hours, programming hours, design hours, SEO hours, research, and hard costs, which ever is the lesser. The percentage is determined by calculating the percentage of completed work on the project. All accounts must be brought to a zero balance or all associated files are property of Broadwave Studios. Websites or any web related project, app or game that are launched do not qualify for cancellation. Any outstanding goods or services must be returned to Broadwave Studios upon the initiation of the Client dispute until the matter is resolved. Broadwave Studios reserved the right to remove any and all files associated with the disputed goods/services from the internet until the matter is mutually resolved. This includes website files, software files, login access, FTP access, server access, account access for any CMS, or any other files related to the account being disputed. The client must carry a zero balance and pay all outstanding amounts including interest charges paid and cleared funds before granting any access to disputed goods/services.Once a zero balance of cleared funds is established, all associated files will be turned over to the client or FTP access/download link provided for client to retrieve all associated source files.
Dispute on Goods or Services: Any discrepancies or disputes with respect to goods or services provided by Broadwave Studios or information contained in a Broadwave Studios invoice must be reported in writing to Broadwave Studios in writing within 15 days of the receipt of the invoice. Any disputed goods or services must be returned to Broadwave Studios upon the initiation of the Client dispute until the matter is resolved. Broadwave Studios reserved the right to remove any and all files associated with the disputed goods/services from the internet until the matter is mutually resolved. This includes website files, software files, login access, FTP access, server access, account access for any CMS, or any other files related to the account being disputed. The client must carry a zero balance and pay all outstanding amounts including interest charges paid and cleared funds before granting any access to disputed goods/services. If payment for any items/time billed on complete tasks are outright refused, Broadwave Studios reserves the right to keep, delete or destroy all work associated with completed tasks therein.
Payment Terms: All projects will be invoiced as follows. 50% upon initiation of the project, either progress billing and/or the balance upon completion of the project unless client is on “time and materials” billing or otherwise agreed to in writing. Overdue accounts may be subject to interest charges of 10% per month on outstanding invoice amounts. All Estimates are valid for 30 (thirty) days. Because we are a company that bills for their time on every project we have schedules to meet. We allow certain time slots throughout the weeks for each project. In the event of client delay for materials to complete our timelines, they may be subject to Progress billing in percentage increments based on where the project is in the timeline. Due to the fluctuation of Canadian/United States dollars, Broadwave Studios reserves the right to bill out additional percentages based on current exchange rates. Websites created in the United States, regardless if previously negotiated in Canadian funds are subject to exchange rate fluctuations. All project hours are kept track of and available upon request. Broadwave Studios reserves the right to add additional exchange rate fees on progress billing or final bills to compensate for the Canadian and American dollar fluctuations.
Timeline and Delays
The total time needed to complete this project the agreed upon number of weeks. Client agrees to provide timely feedback so continuity can be established for the project. Client agrees to provide feedback within 4 business days for each revision, each delay occurrence over 4 business days will result in an immediate fee billed to the client for 10% first week and 20% the following week of the total project or amount outstanding. This term is strictly used to gauge our time effectively in order to meet client deadlines and avoid having our teams waiting when we have allocated time throughout the work week to finish up client projects. Our goal is to keep the project timelines accurate in order to deliver the finished product that the client envisions. The client expects Broadwave to deliver on time and on schedule projects and we expect our clients to provide timely feedback in order to do so. Please note: This fee must be paid in full before we proceed on the project. In the event that a client delays payment for websites created in the United States, regardless if previously negotiated in Canadian funds, Broadwave Studios reserves the right to add additional exchange rate fees on final bills to compensate for the Canadian and American dollar fluctuations.
Web Work Warranty
Warranty on website and software services is 1 month. When something breaks or is unable to perform it’s technical function that applies to a client website we bill for time and materials to make the fix upon the client requesting it be done. Unless the technological fix specifically included in the scope, the iWave monthly charge does not include costs for fixing bugs or iwave or site breaks after the (1)one month Warranty period, server hosting, server setup, server administration of any sort, software that might need to be purchased to run the system, security-related services, external or additional software development services, and any other services or third party purchases that are not included in this proposal. Anything needed to allow the software to work correctly, materials or services, will be purchased by the customer or will be billed to the customer at cost. Support services will be billed at the rates defined in the “Rate Definitions” section.
Costs: we perform work on a time and materials basis, or fixed amount if agreed upon.
For new customers and short projects (< 1 month), this role needs to work a greater percentage of hours because there is more at risk and communication needs to be tighter. For longer projects (>1 month), we typically see this role bill about 20% of the project time. Of course, preferred project processes, quality of interactions/meetings, and quality of specifications/requirements will affect how much time this role is involved.
If you would like the Project Manager fully allocated to your project, doing both PM and developer work, the PM can do so at the normal, non-discounted rate.
Developer: There are one to several developers per project, and allocation depends on availability, timelines, and specific project requirements. A developer programs functionality, programs test cases/logic, performs quality control of other developers’ work, interfaces with the lead developer, and will perform other duties as needed to get the project done successfully. This individual typically does not have customer contact, though that can be done should that be your preference. If you request that there be no Project Manager/Architect/Lead Developer contact, you, the customer, will be responsible for all Project Manager/Architect/Lead Developer activities.
This role usually accounts for the majority (about 80%) of larger projects (> 1 month). Of course, preferred project processes, quality of interactions/meetings, and quality of specifications/requirements will affect how much time this role is involved.
This Rate Schedule may be adjusted from time to time, generally yearly. Work will be tracked in fifteen-minute increments, and you will be provided with information about our work accomplishments. Pre-paid time needs to be used within 12 months.
These rates as well as the non-project specific terms (everything other than the scope and fixed bid) will apply to all future work done unless a replacement agreement takes its place
Order of Performance & Rush Work:
Although we would like to help everyone immediately, and we try to do so, we must sometimes prioritize. We’ve removed the guesswork from the equation, giving preferred treatment to those customers who we work with the most. Work is performed in this order:
• Pre-paid time customers take precedence over other customers. Customers that buy more pre-paid time take precedence over the other pre-paid time customers.
• Time and materials customers that have regular monthly billings take precedence over fixed-bid and ad-hoc customers. Customers that have purchased more time over the last six months take precedence over the other time and materials customers.
• Fixed-bid customers take precedence over the ad-hoc customers. Fixed-bid customers that purchase larger scopes of work take precedence over those that do not.
• Ad-hoc customers take last precedence. Precedence is based on a first come, first serve basis.
You may pay for preferred placement/rush work:
• Within 24 hours (12 hours of work – maximum): 4X the rate
• Within 7 days (50 hours of work – maximum): 3X the rate
• Within 14 days (100 hours of work – maximum): 2X the rate
This will only be billed with your written approval.
Rate Definitions and Schedule:
Per Hour Basis:
• Project Manager/Architect/Lead Developer: $150
• Developer: $150
• Software Engineer – Systems Admin $150
Late Payments – Invoices are due on the 7th day or sooner for NET 7 and the 14th day or sooner for NET 14 (prepaid clients). If any amounts due, are not received within five (5) calendar days after its due date, a late payment charge will be issued at 10% of outstanding balances and a new invoice will be re-issued per month and possible suspension of services.
The Client shall pay Broadwave Agency for the work performed hereunder as set forth on the applicable SOW or TOS of this website. In no event will any payment under this Agreement be contingent on receipt of any monies or other compensation by the Client. For the avoidance of doubt, fees or commissions payable to Broadwave Agency for media planning and buying services are in addition to, and not inclusive of, Agency’s fees for other services which may be listed in the SOW, AdHoc, or TOS such as design, branding, hosting, development and content distribution and syndication. Delays resulting from the action or inaction of Client may result in an adjustment in fees by Agency. Each invoice hereunder is due and payable within 7 days after its invoice date. All rights of the Client herein are conditioned on Broadwave Agency’s receipt of full payment. In addition, Agency may suspend performance of services and withhold delivery of materials until payment in full of all amounts due. Agency shall not be liable for any damages, losses or liabilities that may arise out of Agency’s suspension of performance and/or withholding of materials due to Client’s non-payment. Late payments shall accrue interest at the rate of 10% per month. Broadwave Agency shall be entitled to all of its costs of collection of amounts outstanding hereunder, including without limitation, the fees of its attorneys.
Agreed upon iWave and Web solution or Marketing solution terms of service
i. Broadwave Studios
ii.Client: being the applicant named above for Broadwave Studios’ web solutions Agreement or any individual chargeable products or support services. Web Solution described throughout these terms and conditions will represent in whole or in part any website, Content Management System, iPhone App, iPad app, mobile app, Android App, custom software, ECommerce solutions, Website builder software related products or services that was sold to or by Broadwave Studios for the use of business, personal, or Affiliate Marketing.
10. TERM AND TERMINATION OF AGREEMENT for Broadwave/ The Company
Upon execution by both parties, this Agreement shall commence upon the date when the document has been signed by both parties, and continue until the work is complete or one of the parties terminates the Agreement.
The Agreement may be terminated for any reason by either party delivering (by certified or registered mail) written notice of such intention to the other party not less than thirty (30) days in advance of the specified termination date.
10.3. Rights Upon Termination
Upon termination of this Agreement and payment of all amounts due to the Contractor, the Contractor shall transfer, assign and make available to the Client, or the Client’s representative, all property and materials produced related to this Agreement in the Contractor’s possession.
Modifications and or supplemental agreements to this Agreement may be made by mutual agreement at any time and must be in writing signed by the parties, using the notification system outlined.
INDEPENDENT CONTRACTOR of Broadwave/The Company
11.1. Independent Contractor
The Client and the Contractor acknowledge and agree that the Contractor is an independent contractor and not employed by the Client, and that the Contractor shall not have authority to bind the Client or otherwise incur any liability on behalf of the Client. The Client shall have no obligation whatsoever to provide any employee benefits or privileges of any kind or nature to the Contractor, including, without limitation, insurance benefits, worker’s compensation or pension benefits. Further, the Contractor agrees that the Client is not responsible to collect or withhold any international, federal, state or local taxes, including, without limitation, income tax and social security, and that any and all taxes imposed, assessed or levied as a result of this Agreement or on any fee or compensation payable to the Contractor pursuant to the terms of this Agreement shall be paid by the Contractor.
No partnership: This Agreement does not create a partnership relationship. Neither party has the authority to enter into contracts on the other’s behalf.
11.2. Place of Work
Work shall take place at the Contractor’s place of business, remotely.
Client is prohibited, during the term of the contract and for 4 years after the termination of contract, for any reason directly or indirectly, by any means or device whatsoever, for himself or on behalf of, or in conjunction with any person, partnership or corporation from doing any one or more of the following: solicit, induce, entice, or hire, or attempt to hire or employ any former, then-current, or prospective employee or former, then-current, or prospective contractor of Contractor. A prospective employee or contractor is one who has been contacted for employment or contracting services.
If this clause is breached in any way or void, the other clauses shall remain in effect. Should Client hire an employee or independent contractor of Contractor, Contractor shall as a finder’s fee pay Broadwave a 50% one-time flat fee based on the yearly salary, or 50% of annual contract value of the hired employee or independent contractor from Client.
Non-Solicitation: In consideration of the benefits derived from this contract with Broadwave, the Contractor is prohibited from soliciting business and/or performing services, directly or indirectly, via contract, employment or by any other means, with a corporation, limited liability company, partnership, sole proprietorship, organization, individual or other entity (whether or not owned in whole or in part by the Contractor or owned by a party or parties other than the Contractor) or through a party other than Broadwave Studios Inc for a period of 1 year from the date of any termination of contract with Broadwave, for customers of Broadwave or prospective customers of Broadwave identified during the term of Contract. Contractor accepts the obligation to inform Broadwave of prospective business opportunities related to current or prospective customers. This section shall survive termination of this Agreement.
For purposes of defining customers and prospective customers relative to soliciting business of and performing services for customers or prospective customers as set out in this Agreement, a “customer” is any entity that Broadwave has provided services to; a “prospective customer” is any person or entity from which Broadwave has solicited business, other than via mass mailings.
In addition, Contractor is prohibited, during the term of the Agreement and for three (3) years after the termination of the Agreement, from directly or indirectly, by any means or device whatsoever, for himself or on behalf of, or in conjunction with any person, or legal entity from doing any one or more of the following: (a) solicit, induce, entice, or hire, or attempt to hire or employ any then-current, previous, or prospective employee or then-current, previous, or prospective contractor Broadwave or a customer or prospective customer. A prospective employee or contractor is one who has been contacted for employment or contracting services. Contractor recognizes and agrees that Broadwave has a legitimate business interest in the protection of its trade secrets, proprietary information and competitive position under this Section. Further, Contractor recognizes and agrees that Broadwave has the right to such information as is reasonably necessary to inform Broadwave whether the terms of this Section are being complied with. Accordingly, Contractor agrees that for a period of two (4) years following Contractor’s termination of contract, Contractor will promptly and forthrightly respond to any request by Broadwave that Contractor provide the Company with the identity of Contractor’s clients or employees; the identity of all entities for whom Contractor is providing services; and the identity of any customer for whom Contractor is directly or indirectly providing services, whether on an employment, contract or other basis; and a description of the services being provided by Contractor, in sufficient detail to allow the Company to determine within reason whether such activities fall within or without the scope of activities proscribed by the non-competition provisions of this Agreement. It is expressly understood and agreed that although the Contractor and Broadwave consider the restrictions contained in this Section to be reasonable for the purpose of preserving for Broadwave the good will and other proprietary rights of Broadwave; if the aforesaid restrictive covenant is found by any court having jurisdiction to be invalid or unreasonable because it is too broad in any extent, then the restrictions herein contained shall nevertheless remain effective, but shall be deemed amended to such extent as may be considered to be enforceable by such court, and as so amended shall be enforced.
Should Contractor breach this agreement in any way, or the contractor performs any additional self or corporate represented business with Broadwave’s client, the contractor agrees to pay as a finder’s fee of 50% one-time flat fee based on the yearly project value including any AdHoc billed time, or 50% of annual contract value inclusive of any sub billing or AdHoc billing of the independent contractor’s project with the Client.
To set out the terms and conditions applicable to the provision of any Web Solutions services generally available for a fee from the Client
1.1 Broadwave Studios shall have no obligations under this Agreement until the Client shall have applied for the relevant Web Solution Agreement or other product or services I writing to the Account Manager. The Client shall have provided full payment for the first year’ s services in advance and in cleared funds, and Broadwave Studios shall have approved the application and issued the Client with an Agreement Number.
1.2 This Agreement is available only to a Client based in Canada or the United States and for the Client’ s Canadian/US Operations, unless expressly agreed by Broadwave Studios.
2. Scope of Website design and development Services:
2.1 Broadwave Studios offers additional support products that may be purchased in addition to the standard contracted bundle. The range of support products is available on the Internet (apps, websites, custom software, mobile games, mobile apps, general marketing services, ecommerce solutions, existing CMS solutions, custom web soluitons) Broadwave Studios reserves the right to vary or extend the range of services or products offered from time to time without notice.
2.2 All estimates are based on our findings and information known to “ gauge” the project before it begins. In the event of a project going over the ” estimated” hours – Broadwave Studios will bill additionally on top of the original estimated cost for all hours incurred. Additional costs may be required for software upgrades, hosting, and support included in a small monthly fee and assessed individually as each case is different. We bill a hosting monthly fee currently on credit card only in USD.
3. Price List:
3.1 All prices are exclusive of GST and payable in US Dollars or Canadian Dollars unless otherwise stated. All prices shall be the prices at the date of receipt of the Client’ s application or on date of subsequent invoicing for renewal payments due quarterly in advance. Prices exclude travel and subsistence for any site or field visits. Prices are subject to alteration without notice. SEE SECTION 2 – POINT 2.2.
3.2 Broadwave Studios Is a company which bills by the hour for all services including and not limited to requests, emails, additional phone calls or any correspondence pertaining to service inquiries. Unless otherwise stated in writing, Broadwave Studios reserves the right to bill for additional time a client/new inquiry requests services and will log all admin/technical and all professional time associated with the requested service at a minimum four (4) hours billable at the current rates. All time that is accounted for during email/phone correspondance, change orders, or anything additional to the work already completed is fully billable at a minimum charge of four (4) hours unless otherwise stated during a current agreement of services. Current rates apply.
3.3 Broadwave Studios shall have no obligation to provide any products, services source files whole or in part or permit any access to chargeable on-line services until payment by the Client has been received in cleared funds. Any RETURNED checks, NSF or cancellation on the client’s part are subject to a $ 95.00 processing fee and a minimum charge of four (4) hours Admin Fee at our current hourly rates. Broadwave Studios reserves the right to revoke password access, web access or any access to any files in the event of non payment. Broadwave Studios remains sole owner of all associated files until files are paid in full – cleared funds. This includes source files, database files, clipart, fonts, images, and and all related files, software associated with the files until paid in full – cleared funds. This includes contracts whereby a month to month has been accepted after original an project scope has been completed. Web files will be removed from the internet after a close assessment of the account in the event of NON-Payment. Each account is different and there is no specific time limit for file removal in which can happen at anytime during NON-Payment events and is at the sole discretion of Broadwave Studios. Upon removal of files or password revoke, if an amicable solution cannot be agreed upon, Broadwave Studios will start on a collection process as outlined in this agreement. If an amicable solution has been reached, Broadwave Studios will re-issue payment terms to the client ONLY on a prepaid basis. If agreement is up for termination, once an amicable solution (Full Payment – cleared funds) has been reached, Broadwave Studios will issue all related access to source files, database files, images, original vector files, and all associated files via FTP. A client must pay all outstanding balances in order to become sole owner of all files.
3.4 Late Payments – Invoices are due on the 7th day or sooner for NET 7 and the 14th day or sooner for NET 14 (prepaid clients). If any amounts due, are not received within five (5) calendar days after its due date, a late payment charge will be issued at 10% of outstanding balance and a new invoice will be re-issued per month and possible suspension of services.
The Client shall pay Broadwave Agency for the work performed hereunder as set forth on the applicable SOW or TOS of this website. In no event will any payment under this Agreement be contingent on receipt of any monies or other compensation by the Client. For the avoidance of doubt, fees or commissions payable to Broadwave Agency for media planning and buying services are in addition to, and not inclusive of, Agency’s fees for other services which may be listed in the SOW, AdHoc, or TOS such as design, branding, hosting, development and content distribution and syndication. Delays resulting from the action or inaction of Client may result in an adjustment in fees by Agency. Each invoice hereunder is due and payable within 7 days after its invoice date. All rights of the Client herein are conditioned on Broadwave Agency’s receipt of full payment. In addition, Agency may suspend performance of services and withhold delivery of materials until payment in full of all amounts due. Agency shall not be liable for any damages, losses or liabilities that may arise out of Agency’s suspension of performance and/or withholding of materials due to Client’s non-payment. Late payments shall accrue interest at the rate of 4.5% per month. Broadwave Agency shall be entitled to all of its costs of collection of amounts outstanding hereunder, including without limitation, the fees of its attorneys.
Where the Client wishes to cancel or vary the range of products and services to be provided as from any renewal, the Client must advise the Broadwave Studios’ Account Manager prior to the renewal date and make payment of the appropriate sum in advance. The Client acknowledges any failure to make full payment in advance of renewal will result in denial of access and termination of Agreement.
3.5 Clients ordering programming on any additional scope for any project wherein will have a minimum charge of 4 hours to complete the programming for any AdHoc requests. All hours it took to complete the functionality of the programming will be billed in full additionally to the 4 hours. The minimum charge will apply towards all completed hours of programming.
4. Password Access Control (Service Only):
4.1 The Client shall nominate in writing its principal Primary contact addressee. The Client shall notify Broadwave Studios of any change in the name of the principal Primary contact addressee. Broadwave Studios shall issue to the Principal contact address the password for access control to chargeable on line serves and for use by Client in any other request for services in accordance with this Agreement.
4.2 The Client acknowledges that the password is personal to the Client and that any misuse of the password, including any disclosure of the password to any third party to allow access, will be grounds for immediate termination of Agreement by Broadwave Studios. Termination will occur without refund of any advance payments and the Client shall be liable to Broadwave Studios for any loss suffered by Broadwave Studios.
5. Application Disclaimer:
5.1 The provision of Web Solution products and services Broadwave Studios shall not render Broadwave Studios liable for any application of the information provided through those services to the Client. The Client must use its own skill and care in applying any information derived from the Web Solution product and services.
6. Permitted Uses:
6.1 All of the information accessible from on-line, CD or other Web Solution documentation provided from time to time by Broadwave Studios in its performance of services is copyright of Broadwave Studios and/or its suppliers. All such contents are for the Clients personal use. Client may not modify, copy, distribute, transmit, display perform, reproduce, publish, license, to create derivative works from, transfer or sell any information, software, products or services obtained from such contents.
7. Software and Information:
7.1 Any software that is made available to the Client is the copyrighted work of Broadwave Studios and/or it suppliers. For any software not accompanied by a separate license Agreement, the following shall constitute the software license agreement for the Client: Broadwave Studios herby grants to the Client a personal, non-transferable license to use the software for viewing and otherwise using the contents of any on-line or CD based Web Solution service or other documentation provided by Broadwave Studios pursuant to this Agreement in accordance with these terms and conditions and for no other purpose. Any custom modules built for or not for iWAVE are proprietary to Broadwave Studios Inc. Broadwave Studios owns all source files for any custom module unless otherwise negotiated in the original estimate. Broadwave Studios is under no obligation to supply clients wtih source files for programming paid for in part or in full. iWAVE is proprietary software and no source files will ever be issued to a client for any reason. Programming services purchased by clients is for the working functionality on the live website and does not include source files of original programming.
7.2 The Client acknowledges the disclaimer from Broadwave Studios applicable to all technical Support on-line and CD based services and agrees and confirms the disclaimer provision that to the extent permissible by law, Broadwave Studios provides no warranties, nor does it assume any legal responsibility for accuracy, completeness or usefulness of any of the information supplied including early software. No condition, warranty or representation by Broadwave Studios is given, nor shall be implied in relation to any on-line or CD based materials or other documentation or in respect of any software available for downloading or provided by Broadwave Studios. In the case of any software available for downloading from on-line or CD based services, any downloading is subject strictly to any terms of the license, including limitations of liability, appearing in connections with that software. The Client acknowledges Broadwave Studios has tested such downloaded software available on such service for functionality but cannot warrant that is error free. The Client has exclusive responsibility for any application of the downloaded software, which shall be at the Client’ s own risk.
7.3 The Client acknowledges that it is aware of the inherent dangers in the use of any software found on the Internet. Client acknowledges that where links are provided to World Wide Web sites, which are not under the control of Broadwave Studios, Broadwave Studios makes no representation concerning the contents of those sites nor does Broadwave Studios endorse any of those sites. Any software found on those sites has not been tested by Broadwave Studios and therefore Broadwave Studios cannot make any representations regarding the quality, safety and suitability of any software found there.
7.4 Without limitation of the software license terms noted in Clause 7.1 above, any copying or reproduction of any software to any server or other location for further reproduction or redistribution is expressly prohibited.
7.5 Broadwave Studios hereby disclaims any implied warranties and conditions concerning the software or information provided through the Insight products and services or other support services.
7.6 While Broadwave Studios has endeavored to ensure the accuracy of information including downloadable software contained on any on-line service or CD based service, or in any documentation, which may be provided from time to time to the Client pursuant to this Agreement, Broadwave Studios accepts no responsibilities for any inaccuracies which may occur. Broadwave Studios shall not be liable for any technical or editorial errors or omissions contained in such information.
8. Trade Marks:
8.1 No rights are granted to any trade names, trademarks or product names referred to in any on-line service or CD based service or other documentation. Any product names are used for identification purposes only, and may be trademarks and/or registered trademarks of the relevant owing company.
9. Limitation of liability:
9.1 Broadwave Studios will be under no liability pursuant to this Agreement for any personal injury, death, loss or damage of any kind whatsoever (other than death or personal injury resulting form the negligence of Broadwave Studios) whether consequential or otherwise including but not limited to loss of profit and Broadwave Studios herby excludes all condition, warranties and stipulations, express or implied, statutory, customary or otherwise, which but for such exclusion would or might subsist in favor of the Client. This limitation shall also apply for the benefit of any employee, agent or sub-contractor of Broadwave Studios.
10. Client Indemnity:
10.1 The Client shall indemnify and hold harmless Broadwave Studios against any claims, liabilities, loss or damage suffered or incurred by Broadwave Studios caused by any negligence, act or omission or willful misconduct of the Client, its employees, agent or sub-contractors. The Client acknowledges that without prejudice to the generality this indemnity shall apply in respect of any misuse of the password access control and Client shall be responsible for any unauthorized usage and any and all loss suffered as a result by Broadwave Studios.
11. Force Majeure:
11.1 Broadwave Studios shall not be liable to the Client for any loss or damage which may be suffered by the Client as a direct or indirect result of Broadwave Studios being delayed, prevented or hindered in its performance of its obligations under this Agreement by reason of a may cause Broadwave Studios reasonable control, without prejudice thereto, including labor disputes involving the workforce of any part thereof of Broadwave Studios.
11.2 The Client acknowledges that access to any insight product on-line is conditional upon World Wide Web communications availability. Broadwave Studios shall not be liable for any non-availability due to World Wide Web downtime or the non-performance of any service provider supporting World Wide Web communications between the Client and Broadwave Studios. Further, Broadwave Studios shall not be liable for any delay in communication caused by operation through the World Wide Web.
11.3 The Client acknowledges that Broadwave Studios shall not be responsible for any transmission corruption or error arising in the course of transmission through the World Wide Web.
12.1 During the continuance of this Agreement and thereafter the parties shall treat as confidential all information, (whether written or oral) so designated by the disclosing party and shall not divulge such information to any person, firm or company (except to such party’ s own employees and then only to those who need to know the same) without the other party’ s prior written consent. This obligation of confidentiality shall not apply to information which was in the public domain at the date of disclosure or which falls into the public domain other than a result of a breach of this Agreement or which is required to be disclosed pursuant to court order or Government Action or which the receiving party can demonstrate was known to the receiving party prior to the date of disclosure provided that the receiving party shall produce written evidence of such knowledge within fourteen days of disclosure and gives notice of the same to the disclosing party.
13. Period of Agreement:
13.1 The initial term of this Agreement shall be one(1)year. Thereafter, this Agreement shall automatically renew on a monthly, quarterlyor annual basis, unless notice has been received from the Client giving three months notice of termination in writing to the Account Manager.
14.1 This Agreement shall terminate at the end of any period where the Client has failed to pay the next period’ s fees in advance (unless otherwise than as a consequence of any default on the part of Broadwave Studios) We will then add up the remaining months owing (on year inclusive time not used) and immediately move to collections process.
14.2 Broadwave Studios may terminate this Agreement by immediate notice in writing to the Client if the Client commits any other breach of any term of this Agreement and (in case of a breach being capable of remedy) shall have failed, within fourteen days after receipt of a request in writing from Broadwave Studios to so remedy the breach.
14.3 Either party shall be entitled by immediate notice in writing to the other to terminate this Agreement in the event that the other party becomes insolvent, enters into liquidation or compounds with its creditors generally, or has a receiver, manager or similar officer appointed over the whole or any part of its assets or takes or suffers similar action in consequence of debt or becomes unable to pay its debt as they fall due.
14.4 Broadwave Studios may terminate this Agreement (or any part of the product and service hereunder) forthwith upon notice in writing to the Client if the support given to Broadwave Studios by its suppliers to enable Broadwave Studios to supply the insight products and services should diminish in which event a pro rata refund of the fees paid by the Client shall be made to the Client.
14.5 Neither party shall be liable to the other for damages of any kind on account of or arising directly or indirectly because of termination of this Agreement in accordance with this clause, whatever the cause or reason for such termination. But termination of this Agreement shall be without prejudice to any claim by either party or breach of contract arising prior to such termination.
14.6 Broadwave Studios may terminate this Agreement (or any part of the product and services hereunder) with one month’ s notice upon notice in writing to the Client in which event a pro rata refund of the fees paid by the Client shall be made to the Client.
14.7 Broadwave Studios reserves the right to protect and keep all search engine related trade secrets for gaining organic search engine rankings. Upon termination of this Agreement Broadwave Studios does not transfer SEO (search engine optimization) related code, iWave software related code or hidden code, trade secrets or techniques used to gain valuable organic search engine rankings. Broadwave Studios Will transfer all HTML files to the user with graphics included as website property at a cost of 4 hours minimum (current rates apply).
15. Results of Termination:
15.1 On termination of this Agreement for whatever reason Broadwave Studios shall be entitled to withdraw password access to the Web Solution products on-line and to cease provision of any other support services to the Client pursuant to this Agreement. ANY default or NON-Payment on a Broadwave Studios contract will result in a full collection process under the permitted legislation in the Country, State or Province of transaction. Any cancellation of the contract without use of the software or web solution purchased will be at the sole discretion of Broadwave Studios. Broadwave Studios remains sole owner of all web related files, source files and any or all associated files until full payment for all services performed is received in cleared funds. Broadwave Studios does NOT give refunds for any software, web services performed, programming services performed, or any purchases (used or unused), affiliate courses attended (in whole or in part), products or services rendered. Broadwave Studios will grant a cancellation of web/hosting services only with 30(thirty) days written notice and customer must have a zero account balance and this will result in a $ 350.00 USD cancellation fee plus a minimum charge of four (4) hours admin fee for processing the cancellation (Current rates apply). FTP or SSH access will only be granted to accounts with a zero balance and no outstanding invoices. All outstanding amounts must be paid and cleared before any source files are given to the client. All outstanding amounts must be paid upon cancellation to avoid collection and any inquiries may be made to legal@ broadwavestudios. com.
16. No Assignment:
16.1 This Agreement is personal to the Client. The Client may not assign, transfer, sub-contract, mortgage, charge or part with this Agreement or any of its rights or obligations under this Agreement without prior written consent of Broadwave Studios.
17. Independent Contractors:
17.1 The parties enter into this Agreement as independent contractors. The Client shall have no authority or power to bind Broadwave Studios or create any liability against Broadwave Studios in any way or for any purpose.
Broadwave Studios does not issue refunds for any agreement on work completed or projected. Broadwave Studios Inc does not give refunds on any signed contracts or agreement for software, services or products used or unused, solved or unsolved, completed or incomplete. No refunds on classes attended or not attended, software used or unused, SEO consultations, or anywhere time has been spent with a Broadwave Studios employee or executive.
18. Choice of Law:
18.1 This Contract shall be governed and construed in accordance with the laws of the Federal Laws of Canada, Province of Alberta, and for American clients the applicable State Laws that apply from the State of transaction regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.
All services provided are done professionally and ethically. We will do everything in our power to make sure all work is carried out in as timely a fashion as possible. It is impossible to guarantee you a specific ranking for a keyword on any particular search engine. Depending on the competitiveness of a keyword, it is possible for there to be anywhere from a handful of websites, to over a million returned for the search query. Ranking for key phrases takes at least 6 months due to over 4 billion websites live in the Internet. Indexing by search engines is done at their sole discretion. Easier key phrases sometimes rank within the first 3 months. Many of these are actively optimizing their pages in an attempt to get the top spot. We are very competitive and aim for only top placements. No website in the world will come up for all search terms at the same time. Search engines do shuffle their placements as they update their database. This is normal and to be expected. It is the properly built sites that rank better than those who build incorrectly. Our optimization follows the criteria set by the search engines closely. We do not use any techniques known as cloaking, spamming, or any other unfair advantage tricks.
This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.
Our performance and results of search engines speak for themselves and we are confident you will see the benefits of target traffic.
iWave Licensing agreement
The use of our information, products and services should be based on your own due diligence and you agree that our company is not liable for any success or failure of your business that is directly or indirectly related to the purchase and use of our information, products and services. By signing up to the monthly service charge you the SA agree to all terms of this agreement. The SA(Site Owner) is also the primary credit cardholder and is bound by the terms they accept upon sign up.
By signing up on the iWAVE monthly licensing agreement the Credit card holder acts as the SA and holds 100% liability herein. When the card holder signs up for our licensing agreement, the credit card holder is obligated to accept our terms and conditions via check box before proceeding. Once Broadwave Studios has completed its first billing on automated monthly this indicates the agreement is in full operation and non negotiable.
Please read and agree to the follow terms of service for The IWAVE WEB BUILDER(the ” Service” ), is provided to you (the ” Site Owner” ) by Broadwave Studios, Inc. Canada and the United States (the ” Company” ) under the following terms and conditions (the ” Service Agreement” ). The Company reserves the right, in its sole discretion, to change, modify, add or remove all or part of the Service Agreement at any time. Site Owner will receive notice of such changes and/or modifications pursuant to Section 14 regarding notices.
1.1 By accepting the terms and conditions of the SA, Site Owner (credit card holder) (a) represents and warrants that he or she is 18 years old or older; (b) agrees to provide true, accurate, current and complete information about Site Owner as prompted by the Account Registration Form; and (c) agrees to maintain and update this information to keep it true, accurate, current and complete. If any information provided by Site Owner is untrue, inaccurate, not current or incomplete, The IWAVE BUILDER service has the right to terminate Site Owners account and refuse any and all current or future use of the Service.
1.2 BY COMPLETING THE ACCOUNT REGISTRATION PROCESS upon sign up LINK, YOU – THE CREDIT CARD HOLDER AGREES TO BE BOUND BY THE SA. Nothing in this agreement obligates IWAVE BUILDER or the Service to list, link to, accept or otherwise host any site anywhere on the services internet servers. If these terms and conditions or any future changes are unacceptable to you, you may cancel your account pursuant to Section 7.1 regarding termination of service.
1.3 Cancellation – The SA, client, Site Owver or CARDHOLDER is fully responsible and obligated to pay out the full one (1) year term agreed upon sign up. If the SA or client cancels before the one(1) year is up, All cancellation fees and penalties apply plus payment will be due in full upon request. All monthly payments on our software is in US Dollars and must be paid in US funds money order upon cancellation. On termination of this Agreement for whatever reason Broadwave Studios shall be entitled to withdraw password access to the Web Solution products on-line and to cease provision of any other support services to the Client pursuant to this Agreement. No FTP or SSH access will be provided until there is a zero balance and funds have cleared. All outstanding invoices for work performed must be paid in full and money cleared. Once the client account has been brought to a zero cleared funds balance, Broadwave Studios will grant FTP access or a link provided for all and any associated web files. ANY default or NON-Payment on a Broadwave Studios contract will result in a full collection process under the permitted legislation in the Country of transaction. Any cancellation of the contract without use of the software purchased will be at the sole discretion of Broadwave Studios. Broadwave Studios does NOT give refunds for any software purchases (used or unused), affiliate courses attended (in whole or in part), products or services rendered. Broadwave Studios will grant a cancellation of web/hosting services only with 30(thirty) days written notice and this will result in a $ 350.00 USD cancellation fee plus a minimum charge of four (4) hours Admin fees for processing the cancellation (Current rates apply). This amount must be paid upon cancellation to avoid collection and any inquiries may be made to legal@ broadwavestudios. com.
TERMS OF IWAVE LICENSING MONTHLY SIGN UP – CORPORATE AND AFFILIATE
The term of the SA (credit card holder) shall be 1 year commencing on the date that Site Owner opens an account for Site Owners Site. After the period of One Year period has been fulfilled, Site Owner (credit card holder) agrees to a month-to-month agreement with 30 days written notice of any cancellation. This agreement will be valid and enforced as long as the site owner uses our products or services including iWave. The term shall automatically renew for successive monthly periods at renewal rates applicable at the time, unless notice of non-renewal is provided in accordance with Section 6.2, below; provided, however, that to qualify for each renewal Site Owner (credit card holder) must at the time of renewal be in substantial compliance with the material terms and conditions of the SA(credit card holder). The service provider shall have the right, but not the obligation, to review any Site for compliance with the SA as part of the renewal process, or at any time.
2.0 DESCRIPTION OF IWAVE WEB BUILDER
What does the monthly fee cover?
iWave Monthly maintenance fee covers hosting, fully detailed statistics, and software upgrades. Most importantly it covers ongoing support while you build your website. We are happy to answer any questions you may have while building your website. Even though iWave has a full help menu throughout the software we want to have live support for each and every client. Our goal is to keep the cost of maintenance low for operating your business while delivering on the most up to date technology for you to easily update and manage your entire business online.
Does it cover search engine optimization?
The monthly maintenance fee covers basic changes to the search engine optimization maintenance of already billed search engine optimization. Meaning site owner has already paid Broadwave Studios Inc to optimize their website and require small maintenance if your search keywords get shuffled and there are adjustments to be made. For example it is impossible to keep top ranking 100% of the time on all of the major search engines like Google, Yahoo and MSN. We understand this and when the search engines shuffle listings while deleting poor quality websites from their master database your terms may get shuffled. With our monthly maintenance fee – if you purchased any search engine optimization from Broadwave Studios Inc. We will include any minor adjustments that your website may require. This includes keyword density, checking code for accuracy, checking META Tags, Keywords and Descriptions for accuracy, and any links that you may have from other websites that you want to ensure you are linking to a ” healthy” neighborhood. It does not cover any additional keyword phrases.
What doesn’t the monthly fee cover?
This fee does NOT include any custom graphic design, custom CSS templates (skins) – or the cost of any 3rd party graphic template you wish to use. You are welcome to purchase any one of our template designs off of our website. If you want to build your website template via CSS (Cascading Style Sheet) then please let our office know and our technical team will advise you of the requirements you will need to use for our website builder system iWave. We will assist you in the install of your CSS template which is an extra charge – this is usually included in the set up fee. If we are building you custom graphics and a CSS template or designing each individual page – we will price according to each specific project and it’s requirements.
The provider of IWAVE WEBSITE BUILDER hosts interactive web sites (” Site” ) on the World Wide Web and provides Site Owners with access to its Web Site Building Software (” Software” ) to facilitate the creation and maintenance of Sites for the sale of
goods and display of information.
3.0 Site Owner’s OBLIGATIONS
3.1 Site Owner acknowledges and agrees that it shall be responsible for all goods and services offered at Site Owners Site, all materials used or displayed at
the Site, and all acts or omissions that occur at the Site or in connection with Site Owner’s account or password. Certain Sites may be subject to additional requirements.
3.1.1 Site Owner agrees to display in the Site, Site Owner’s contact information, including but not limited to Site Owner’s company name, address, telephone number, fax number and e-mail address. Site Owner also agrees to update such information to keep it true, accurate, current and complete.
3.1.2 Site Owner agrees that any and all press releases and other public announcements related to this Agreement and subsequent transactions between the Service and Site Owner, including the method and timing of such announcements, must be approved in
advance by the Service in writing. The Service reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of Site Owner’s obligation regarding public announcements shall be a material
breach of the SA.
3.1.3 Site Owner represents and warrants that it has full power and authority under all relevant laws and regulations:
* to offer and sell the goods and services offered at the Site, including but not limited to holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered at the Site;
* to copy and display the materials used or displayed at the Site; and,
* to provide for credit card payment and delivery of goods or services as specified at the Site.
3.1.4 Site Owner represents and warrants that it will not engage in any activities:
* that constitute or encourage a violation of any applicable law or regulation, including but not limited to the sale of illegal goods or the violation of export control or obscenity laws;
* that defame, impersonate or invade the privacy of any third party or entity;
* that infringe the rights of any third party, including but not limited to the intellectual
property, business, contractual, or fiduciary rights of others; and,
* that are in any way connected with the transmission of ” junk mail” ” spam” or the unsolicited mass distribution of e-mail, or with any unethical marketing practices.
3.2 The IWAVE WEB BUILDER Service reserves the right to refuse to host or continue to host any Site which it believes, in its sole discretion: (1) offers for sale goods or services, or uses or displays materials, that are illegal, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate; (2) has substantially changed its Site from the time it was accepted; (3) received a significant number of complaints for
failing to be reasonably accessible to customers or timely fulfill customer orders; (4) has become the subject of a government complaint or investigation; or (5) has violated or threatens to violate the letter or spirit of the SA.
4.0 PROPRIETARY RIGHTS
4.1 Software License. The IWAVE WEB BUILDER Service hereby grants Site Owner a non-exclusive, non-transferable license to use the Software in object code form only
on a server controlled by the service provider for the sole purpose of creating and maintaining Sites on such server. Site Owner is not being granted any right to copy the Software or to use it on computers other than a server controlled by the service provider. Site Owner may not use Web pages or parts of Web pages generated by means of the Software, other than content that originates from and is proprietary to Site Owner,
on any server other than the servers controlled by the service provider without the provider’s express written agreement. Site Owner also acknowledges and
agrees that the Software is intended for access and use by means of web browsing software, and that IWAVE WEB BUILDER does not commit to support any particular browsing platform. The IWAVE WEB BUILDER service reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, without notice to Site Owner. If any revision or modification to the Software materially
changes Site Owners ability to conduct business, Site Owners sole remedy is to terminate the SA pursuant to Section 7.1 regarding termination of service.
4.2 Intellectual Property. Site Owner acknowledges and agrees that content available from the Service, including but not limited to text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, is protected by copyright,
trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than as specified in Section 4.1 above.
4.3 Site Owner’s Property. Site Owner grants the service provider the right to maintain Site Owner’s content on the provider’s servers during the term of the SA and to authorize the downloading and printing of such material, or any portion thereof, by end-users for their personal use.
4.4 Unauthorized Access. Site Owner shall not attempt to gain unauthorized access to any servers controlled by the service provider.
5.1 Site Owners shall pay a monthly fee they selected in the currency applicable. Broadwave Studios is a company which bills for it’s logged time. All time that is accounted for during email correspondence, change orders, or anything additional to the work already completed is fully billable at a minimum charge of four (4) hours unless otherwise stated during a current agreement of services. Current rates apply.
5.2 Monthly Recurring Fees for iWAVE – All such fees are payable in U.S. dollars to Broadwave Studios Inc and shall be charged on the first day of each month. Broadwave Studios Inc may also, upon 30 days prior notice to Site Owner, alter its fee schedules and terms of the SA. Late charges will apply to delinquent accounts.
6.1 Term. The term of the SA shall be 1 year commencing on the date that Site Owner opens an account for Site Owners Site. After the period of One Year period has been fulfilled, Site Owner agrees to a month-to-month agreement with 30 days written notice of any cancellation. This agreement will be valid and enforced as long as the site owner uses our products or services including iWave. The term shall automatically renew for successive monthly periods at renewal rates applicable at the time, unless notice of non-renewal is provided in accordance with Section 6.2, below; provided, however, that to qualify for each renewal Site Owner must at the time of renewal be in substantial compliance with the material terms and conditions of the SA. The service provider shall have the right, but not the obligation, to review any Site for compliance with the SA as part of the renewal process, or at any time. All fee, including without limitation, Pre-registration fees are non-refundable, in whole or part, even if your registration is suspended, cancelled or transferred prior to the end of your then current Registration term. All Pre-Registration fees are non-refundable. Broadwavestudios reserves the right to change fee, surcharges and renewal fees and to institure new fees at any time for any reason at Broadwavestudios sole discretion.
6.2 Non-Renewal. Either party, in its sole and absolute discretion, may give notice of non-renewal with or without cause and without stating any reason therefore. Any notice of non-renewal must be given at least thirty (30) days prior to the end of the term then in effect and in the manner described in Section 14 regarding notice.
7.1 Termination. Once initial one year term of the contract has been fulfilled, either party may terminate the SA on thirty (30) days notice if the other party has materially breached or is otherwise not in compliance with any provision of the SA, and such breach or non-compliance is not cured within such thirty (30) day period. The Service provider reserves the right to immediately suspend any customer access to the Site until such breach or non-compliance is cured.
7.2 Termination for Illegal or Other Activity. Notwithstanding the foregoing, the service provider may, but has no duty to, immediately terminate Site Owner and remove it from the providers servers if the provider in its sole discretion concludes that Site Owner is engaged in illegal activities or the sale of illegal or harmful goods or services, or is engaged in activities or sales that may damage the rights of the service or others. Any termination under this Section 7.2 shall take effect immediately and Site Owner
expressly agrees that it shall not have any opportunity to cure.
7.3 Waiver. Site Owner expressly waives any statutory or other legal protection in conflict with the provisions of this Section 7.
7.4 Deletion of Information. Upon termination, the service provider reserves the right to delete from its servers any and all information contained in Site Owners account, including but not limited to order processing information, mailing lists, and any Web
pages generated by the Software.
7.5 The provisions of Section 4 (Proprietary Rights), Section 10 (Indemnity), and Section 11 (Disclaimer of Warranties and Liabilities) of this Agreement shall survive any termination of the Agreement.
7.6 If the site owner uses iWave for any given time upon sign up – after the legal “ cool off” time period they are bound by the terms of the one year. If the site owner so chooses to cancel services of iWave, this will be subject to all cancellation penalties, interest, late fees, and a sum of all remaining months owed to Broadwave Studios Inc. We will add up all 12 months minus, the months paid for, and then add the 30 day cancellation(billable month) to the total outstanding amount. Since this agreement clearly outlines a 30(thirty) day written notice which is a billable month, this month will be included as well. 30(thirty) days notice can only be given AFTER the one year has been completed and served by the site owner. Since iWave is billed up front for each month of use – our one year including the 30(thirty) day notice is technically a 13 month time period. Site owners agrees to provide in writing and pay for the 30(thirty) day notice additional to the one year already served.
8.0 Site Owner PRIVACY
8.1 Site Owner Information. The Service maintains information about Site Owner and the Site it’s servers, including but not limited to Site Owners account registration information, Site Owner’s customer order information and sales information (” Site Owner Information” ). Site Owner agrees that the Service may use Site Owner Information in aggregate form for marketing or other promotional purposes.
8.1.1 Site Owner agrees that the Service provider may disclose Site Owner Information in the good faith belief that such action is reasonably necessary: (a)
to comply with the law; (b) to comply with legal process; (c) to enforce the SA; (d) to respond to claims that the Site Owner or Site is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of the Service provider, IWAVE WEB BUILDER or others; provided, however, that nothing in this section shall impose a duty on the Service provider to make any such disclosures.
8.1.2 Site Owner agrees that the Service provider may delete customer credit card information from its servers 14 days after Site Owner retrieves such information, and may delete all other Site Owner Information from the Service provider.s servers at the
end of each calendar year.
8.2 Password. Site Owner shall receive a password from the Service to provide access to and use of the Software and IWAVE WEB BUILDER. Site Owner is entirely responsible for any and all activities which occur under Site Owners account and password. Site Owner agrees to keep its password confidential, to allow no other person or company to use its account, and to notify the Service promptly if Site Owner has any reason to believe that the security of its account has been compromised.
8.3 Technical Access. Site Owner acknowledges and agrees that technical processing of Site Owner Information is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to
the technical requirements of the Service; or (d) to conform to other, similar technical requirements. Site Owner also acknowledges and agrees that the Service
provider may access Site Owner’s account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.
9.0 MAINTENANCE AND SUPPORT
9.1 Site Owner can obtain assistance with any technical difficulty that may arise in connection with Site Owner’s utilization of the Software or IWAVE WEB BUILDER Site Builder by requesting assistance by email using our support request form. The Service provider reserves the right to establish limitations on the extent of such support, and the hours at which it is available.
9.2 Site Owner is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Software and IWAVE WEB BUILDER Site Builder and Site Owner shall be responsible for all charges related thereto.
Site Owner agrees to indemnify and hold harmless the Service provider, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Site Owners conduct, Third Party Site conduct, Application conduct, Third party social site conduct, Site Owners use of the Service, the goods or services offered at Site Owners Site, any alleged violation of the SA, or any alleged violation of any rights of another, including but not limited to Site Owners use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Site Owners Site. The service provider reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Site Owner, but doing so shall not excuse Site Owners indemnity obligations.
This section identifies all copyright and ownership of all images used in editorial articles, all of the Broadwave Studios Agency Blog and any associated content including email and RSS feeds. Please read the following statements carefully since any access to Broadwave Studios Agency indicates you’ve agreed that the image Terms are in full effect.
Images used strictly for editorial purposes are all copyright material and not owned by Broadwave Studios Agency. We will from time to time display images found via public domain and use for news reporting, criticism or review. For example, if we use photos of cartoons, illustrations, photography for an article which reviews, critiques or analyses the work we will identify credits for artwork. For news reporting we will identify the copyright work and the name of the artist unless purchased form an image database in which we are already in compliance with the image copyright.
Our writers/editors typically include images as part of their blog posts and the images that they are authorized to use is the following:
– Images that are licensed from vendors or image database sites
– Images that are supplied to our writers/editors or released into the public domain by public relations, advertising, news and marketing companies for press or other purposes in related articles
– Images that are supplied by readers/contributors, with the implied representation that the person submitting the image owns the copyright in the image and the right to provide Broadwave with creative use on our site for editorial purposes only
– Images are used to compliment the articles we post and either paid for or shared under Creative Commons.
– Images that are published on Photobucket, Google Images Search or other public photo based sites with licenses granted under Creative Commons, with attribution in accordance with the CC license granted in each case
– Images that are commissioned or purchased by Broadwave Studios Agency
Images that we believe to be covered by the Fair Use Doctrine, such as:
– Thumbnail images for any and all articles 200 up to 630 pixels or less, cropped or reduced in size from the original source
– Images that are used to illustrate a newsworthy story, where the image itself tells a story and makes it more effective and enjoyable to the reader promoting concepts or brands mentioned in the story
– Images used in a transformative manner, such as parody
– Images that are widely distributed that they have become part of the news
If Broadwave Studios Agency receives any notice that an image is posted up inappropriately such as not keeping with the terms listed above, we reserve the right to remove that image.
If your findings suggest we have published an image or text that violates your copyright, Please contact us and we will address your concerns; however, if the image falls into one of the listed categories above and we believe that our use of the image is legitimate, we reserve the right to not remove it from the Broadwave site.
11.0 DISCLAIMER OF WARRANTIES AND LIABILITIES
THE SERVICE AND SOFTWARE ARE PROVIDED ON AN ” AS IS” AND ” AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF SITE OWNER ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT OR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE IWAVE WEB BUILDER WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR FREE SERVICE. THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND SITE OWNER MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS. SITE OWNER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETIONAND RISK AND THAT SITE OWNER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. THE SERVICE PROVIDER, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALLNOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF THE SERVICE PROVIDER IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM SITE OWNER USE ORINABILITY TO USE THE IWAVE WEB BUILDER OR THE SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE WAVE WEB BUILDER OR THE SOFTWARE. THE SERVICE PROVIDER’SLIABILITY TO SITE OWNER SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY SITE OWNER TO THE SERVICE PROVIDER OVER THE COURSE OF THE EXISTING TERM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
12.0 NO RESALE OR ASSIGNMENT OF SERVICE
Site Owner agrees not to resell or assign or otherwise transfer its rights or obligations under the SA without the express written authorization of the
13.0 FORCE MAJEURE
Neither party shall be liable to the other for any delay or failure in performance under the SA resulting directly or indirectly from acts of nature or causes
beyond its reasonable control.
Any notices or communications under the SA shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to the service provider, such notices shall
be sent using our support request form. If to Site Owner, such notices shall be addressed to the electronic or mailing address specified when Site Owner opens an account with IWAVE WEB BUILDER, or such other address as either party may give the other by
notice as provided above.
15.0 ENTIRE AGREEMENTS
The SA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties. Broadwave Studios Pricing is subject to change at anytime.
The SA and the relationship between Site Owner and the Service provider shall be governed by the laws of the Province of Alberta, and for American clients the applicable State Laws that apply from the State of transaction regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.
LOGO / PORTFOLIO
Broadwave Studios, or one of its customers, clients, or affiliates, is the owner and/or authorized user of any trademark, registered trademark, and/or service mark appearing on the Website, and is the copyright owner or licensee of the content and/or information on the Website, unless otherwise indicated. Customer logos are owned by respective owners. Presence does not indicate a partnership or endorsement. Customers were served directly, or served through collaboration with other firms or previously served by a Broadwave contractor/employee. Portfolio Assets are presented for display purposes only that relate directly with the project and any or all team members that were of service to that respective asset to demonstrate talent ability and show involvement with the asset. Broadwave does not grant to you a license to any content, features, or materials you may access on the Website. You may not download or save a copy of any of the content or screens except as otherwise provided in these Terms and Conditions for any purpose. You may, however, print a copy of the information on the Website solely for your personal use or records. If you make other use of the Website, except as otherwise provided above, you may violate copyright and other laws of the United States, Canada other countries, as well as applicable state laws, and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any user of its trademarks, registered trademarks, service marks, other copyrightable material, or any other intellectual property, by including them on the Websites.
Broadwave retains portfolio rights to use working designs, work in progress, design mocks and/or the completed project including any preliminary designs for the purpose of website/print portfolio showcase. The purpose is for future design showcases and/or educational and promotional purposes and the marketing presentations of Broadwave Studios’ business. Where applicable, the client will be given any necessary credit for usage of the project elements. This includes website files, software files, design files, or any other files, work, recommendations, strategy (for case study purposes) related to theproject.
Warranty Disclaimer. YOU ACKNOWLEDGE THAT THE SERVICES AND THE SOFTWARE ARE PROVIDED ” AS IS, AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. BROADWAVE STUDIOS HEREBY DISCLAIMS ANY WARRANTY OR CONDITION WITH RESPECT TO THE QUALITY, PERFORMANCE OR FUNCTIONALITY OF THE SERVICES AND SOFTWARE, OR WITH RESPECT TO THE QUALITY OR ACCURACY OF ANY INFORMATION OBTAINED FROM OR AVAILABLE THROUGH USE OF THE SERVICES AND SOFTWARE, OR THAT THE SERVICES AND SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND SOFTWARE MAY CONTAIN ERRORS. NO ADVICE OR INFORMATION GIVEN BY BROADWAVE STUDIOS OR UNITED ONLINE WEB SERVICE’ S REPRESENTATIVES INCLUDING, WITHOUT LIMITATION, CUSTOMER SUPPORT REPRESENTATIVES, SHALL CREATE A WARRANTY. BROADWAVE STUDIOS DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OF COMPUTER PROGRAMS AND CONTENT. BROADWAVE STUDIOS DOES NOT GUARANTEE THAT USERS WILL BE ABLE TO USE THE SERVICES AT TIMES OR LOCATIONS OF THEIR CHOOSING. BROADWAVE STUDIOS DOES NOT WARRANT THAT THE SERVICES ARE COMPATIBLE WITH ANY THIRD PARTY SERVICE OR SOFTWARE, EVEN IF SUCH THIRD PARTY CLAIMS, REPRESENTS OR WARRANTS THAT SUCH SERVICE OR SOFTWARE IS COMPATIBLE WITH ANY SERVICE OR BROADWAVE STUDIOS IN PARTICULAR.
Limitation of BROADWAVE STUDIOS’ Liability.
BROADWAVE STUDIOS SHALL NOT BE LIABLE FOR NONPERFORMANCE OR DELAY IN PERFORMANCE, OR DURING DISPUTED SERVICES DOWNTIME OR CAUSED BY ANY REASON, WHETHER WITHIN OR OUTSIDE OF ITS CONTROL. IN NO EVENT SHALL BROADWAVE STUDIOS NOT BE LIABLE UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS, LOSS OF DATA OR INFORMATION OF ANY KIND OR LOSS OF BUSINESS GOODWILL OR OPPORTUNITY) WHETHER OR NOT BROADWAVE STUDIOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. BROADWAVE STUDIOS SHALL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY. BROADWAVE STUDIOS’ ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY USE OF THE SERVICES IS THE CANCELLATION OF YOUR ACCOUNT AS SET FORTH HEREIN. IN NO EVENT SHALL BROADWAVE STUDIOS LIABILITY TO YOU EXCEED THE GREATER OF ONE DOLLAR ($1.00) OR ANY AMOUNTS ACTUALLY PAID IN CASH BY YOU TO BROADWAVE STUDIOS FOR THE PRIOR ONE MONTH PERIOD. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THESE RULES OR OUT OF THE SERVICES MAY BE BROUGHT BY YOU OR BROADWAVE STUDIOS MORE THAN ONE YEAR AFTER THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION HAS OCCURRED. SOME JURISDICTIONS DO NOT ALLOW A LIMITATION ON LIABILITY FOR NEGLIGENCE THAT CAUSES DEATH OR PERSONAL INJURY AND, IN SUCH JURISDICTIONS, BROADWAVE STUDIOS’ LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
IF YOU DO NOT AGREE TO THE RULES, YOU MUST DISCONTINUE THE REGISTRATION PROCESS, DISCONTINUE YOUR USE OF THE SERVICES, AND, IF YOU ARE ALREADY A MEMBER, PAY ALL CANCELLATION FEES AND SURRENDER YOUR ACCOUNT
Broadwavestudios Inc ., referred to as ” Broadwave Studios Inc ” or ” Broadwavestudios.com” at its sole discretion, may change the terms, conditions and operation of this Web site (the ” Site” ) at any time. By using this service the user agrees to the terms of this disclaimer and further waives any rights or claims it may have against Broadwavestudios. Inc.
WE AND OUR ADVERTISERS, SUPPLIERS AND LICENSORS PROVIDE THE WEB SITE AND OUR SERVICES ” AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. WE AND OUR ADVERTISERS, SUPPLIERS AND LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTY OF NON-INFRINGEMENT
WITHOUT LIMITING THE FOREGOING, BROADWAVESTUDIOS INC . SHALL NOT BE LIABLE TO YOU OR YOUR BUSINESS FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES ARISING OUT OF THE USE OF THIS SITE OR ANY GOODS OR SERVICES PROVIDED, WHETHER FOR BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) AND IRRESPECTIVE OF WHETHER YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. EACH PARTY HEREBY WAIVES ANY CLAIMS THAT THESE EXCLUSIONS DEPRIVE SUCH PARTY OF AN ADEQUATE REMEDY.
WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE ARE NOT LIABLE, AND EXPRESSLY DISCLAIM 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. WE SPECIFICALLY DISCLAIM 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 US 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 US, OUR EMPLOYEES, THIRD-PARTY VENDORS, AGENTS OR AFFILIATES. YOU MAY NOT RELY ON SUCH INFORMATION.
We provide no guarantee that the Service will be uninterrupted, or continuous, that you will be able to access our services at a particular time, that any data transmitted by, or through, us is accurate, error free, virus free, secure, or inoffensive. You acknowledge that it is your responsibility to keep back-up copies of your data. We are not responsible for any loss of data, for any reason. In particular, ” back up” services are provided only as a supplement to your own efforts. Because the structure of websites, databases and other technology differs, we can not, and do not guarantee that any back ups will capture all of the data provided to us for back up. We are 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 our system.
i) We are not responsible for the failure to process email that we have labeled as SPAM or as otherwise harmful to our network. We are also not responsible for delivery failures caused by the operation of a third party recipient’s SPAM filtering software. Email accounts are not designed to function as permanent storage. We assume no responsibility for email files that are damaged or inadvertently deleted. It is your responsibility to review your ” spam” folder from time-to-time. Email labeled as SPAM will only be available to you for a short period of time.
YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, HOLD US OR OUR 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 WE HAVE 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.
IF YOU DO NOT AGREE TO THE RULES OR TERMS OF SERVICE, YOU MUST DISCONTINUE THE REGISTRATION PROCESS, DISCONTINUE YOUR USE OF THE SERVICES, AND, IF YOU ARE ALREADY A MEMBER – PAY ALL CANCELLATION FEES AND SURRENDER YOUR ACCOUNT
No Spamming (unsolicited bulk email) allowed
No material that provides sells or offers to sell the following: controlled substances, illegal drugs and drug contraband, weapons, pirated materials, instructions on making, assembling or obtaining illegal goods or weapons to attack others. Information used to break, copyright, violate the trademark of or to destroy others property or information.
Information used to illegally harm any people or animals. We do not allow pornography, nudity, sexual products, programs or services. Escort services are not allowed or other content deemed adult related.
Foul language and profanity in the site content, and in the domain name are prohibited.
All activities may be monitored, recorded, and examined by any authorized person, including law enforcement.
Broadwave Studios reserves the right, but is not obligated to review the content posted via the service and to refuse or remove any such materials in its sole discretion, without notice at any time.
You must retain accurate contact information to avoid having your account terminated.
You agree that Broadwave Studios may, under certain circumstances and without prior notice, immediately terminate your account and access to the Service.
If you discover anyone on our system violating any of these terms or notice anything suspicious from our network, report it at email@example.com
for investigation. We will immediately terminate any account we feel has been in violation of any of these terms.