Terms of Service

Terms of Service Agreement

This Terms of Service Agreement is made and entered into by and between you (Customer) and Xolution Communications.

1. Scope of Services
   The Company agrees to provide internet and other services to the Customer according to the specifications outlined in the mutually agreed upon project proposal.
2. Copyright and Indemnification
   The Customer affirms that they have obtained all necessary rights, licenses, and permissions for any content (including text, images, and other information) supplied to the Company for use in the website. The Customer agrees to indemnify and hold the Company harmless against any claims, losses, or damages arising from copyright violations or unauthorized use of materials provided by the Customer.
3. Backup of Customer Data
   The Company will make reasonable efforts to back up the Customer's website data during the website creation process. However, the Company is not responsible for any data loss that may occur during or after the website creation. The Customer is advised to regularly back up their website data independently.
4. Service Provider Terms
   The website hosting services provided by the Company may be subject to the Terms and Conditions, Privacy Policy, Data Protection Agreement, Service Level Agreement, Acceptable Use Policy and other agreements that we have with our service provider, WP Engine, as specified by their respective agreements. In case of any conflicts between this Agreement and the terms of WP Engine, whichever limits the Company's financial liability and holds the Company harmless to a greater degree shall apply.
5. Payment Terms
   The Customer agrees to pay the Company the agreed-upon deposit and monthly installment payments for the website creation services, other services and continuing hosting and platform maintenance. Payments shall be made as per the payment schedule outlined in the project proposal.   Failure to make timely payments may result in the suspension or termination of the services until payment is received. If the Customer becomes more than 30 days in arrears, the Company may permanently terminate the services at its sole discretion.
6. Project Timeline
   The Company will provide an estimated timeline for the completion of the website creation services. However, the timeline may be subject to change as the project proceeds due to the following factors including, but not limited to, delays caused by the Customer or third-party vendors.
7. Cancellation and Refunds
   If the Customer decides to cancel the project before its completion, any payments made up to that point will be non-refundable, and the Company shall retain ownership of any work completed. In exceptional cases where the Company is unable to complete the project, a prorated refund may be issued at the Company's discretion.
8. Confidentiality
   The Company and the Customer agree to maintain the confidentiality of any sensitive information shared during the course of the website creation process.
9. Ownership and Intellectual Property
   The company’s ownership shall include but not be limited to the website, copy, images, code, html, CSS, with the exception of copy and images provided by Customer, subject to any third-party intellectual property rights.
10. Limitation of Liability
    The Company's liability for any claims arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount of the deposit paid by the Customer for the website creation services.
11. Governing Law and Jurisdiction
    This Agreement shall be governed by and construed in accordance with the laws of Cuyahoga County in the state of Ohio in the country of United States. Any disputes arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Cuyahoga County.
12. Marketing
    The Customer shall allow the Company to display Customer’s Logo and company name on Company’s website for marketing purposes.
13. Amendments
    The Company reserves the right to modify or update this Agreement at any time. Any substantial changes will be communicated to the Customer in advance.
14. Indemnification Regarding Website Downtime
    
    1. The Customer agrees to indemnify and hold the Company harmless against any claims, losses, damages, or liabilities arising from website downtime experienced by the Customer's website after its launch.
    2. The Company shall make reasonable efforts to ensure the website's stability and availability after its launch. However, the Customer acknowledges that occasional downtime may occur due to maintenance, updates, server issues, or other technical reasons beyond the Company's control.
    3. The Customer shall promptly inform the Company if they notice any issues with website performance or downtime. The Company will work diligently to resolve such issues in a timely manner, but the Customer agrees not to hold the Company liable for any loss of revenue, business opportunities, or damages resulting from website downtime.
    4. The Customer shall take reasonable precautions to protect their website and data, including implementing security measures and regularly backing up their website. The Company shall not be held responsible for any losses or damages caused by security breaches, hacking attempts, or unauthorized access to the Customer's website.
    5. In the event that website downtime is caused by the Company's negligence or failure to provide services as agreed upon, the Customer's sole and exclusive remedy shall be limited to the refund or credit of the fees paid for the period during which the website was unavailable or affected.
    6. The Customer shall cooperate with the Company and provide all necessary information or access required to investigate and resolve any downtime issues effectively.
    7. The Company shall not be responsible for any website downtime resulting from the Customer's actions, including but not limited to making unauthorized modifications to the website, installing incompatible plugins or software, or failure to adhere to best practices for website maintenance and security.
    8. The Company shall not be liable for any downtime caused by force majeure events, including but not limited to natural disasters, acts of terrorism, labor disputes, governmental actions, or any other events beyond the Company's reasonable control.

By accepting this Agreement and using services, the Customer agrees to the above indemnification provisions regarding website downtime and acknowledges that the Company's liability is limited as described in this section.

By engaging the Company's website creation services, the Customer acknowledges that they have read, understood, and agreed to the terms and conditions outlined in this Agreement. This Agreement constitutes the entire understanding between the Customer and the Company and supersedes all prior agreements, written or oral.