Terms and Conditions Website Hosting
ECOMMERCE TERMS AND CONDITIONS OF SERVICE
All webhosting and ecommerce related services (hereinafter “Services”) provided by Leman USA, Inc. (hereinafter “Leman USA”) to the “Customer” will be subject to the terms and conditions set forth herein.
1. Customer Account, Password and Security. Customer will receive a login and password upon completing Leman USA’s account registration process to access the Customer’s website (“Site”) and related database information on Leman USA’s servers. Customer is responsible for maintaining the confidentiality of the login and password, and is fully responsible for all activities that occur under Customer’s password or account. Customer agrees to exit from Customer’s account at the end of each session, and to immediately notify Leman USA of any unauthorized use of Customer’s login, password, account, or other breach of security. Leman USA is not liable for any loss or damage arising from Customer’s failure to comply with the terms and conditions of this paragraph.
2. Content. All of Customer’s content, including, without limitation, all text, pictures, sound, graphics, video, links, and other data (“Content”) on the Site shall at all times remain Customer’s property. Customer grants Leman USA a non-exclusive, worldwide license to the Content to the extent necessary for hosting the Site, and performing other services for which Customer has engaged Leman USA. Although Customer owns the Content of the Site, Leman USA reserves the right, in its discretion, to restrict or remove from its servers any Content which violates these Ecommerce Terms and Conditions of Service, or the terms or conditions of any agreement into which these Ecommerce Terms and Conditions of Service have been incorporated by reference, which potentially infringes upon any third party’s property rights, which is potentially in violation of any law, or which is otherwise objectionable. Customer hereby agrees that Leman USA is allowed uninhibited access to the Site, its object codes, and source codes to carry out its obligations and protect its rights under these Ecommerce Terms and Conditions of Service. Customer represents, warrants and covenants that the Content of the Site is and will be true and correct in all material respects and does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.
3. Compatibility. It is Customer’s responsibility to confirm that all hardware and software to be supplied by Customer or its contracted service providers with respect to the Site and its Content are compatible and can be fully integrated with Leman USA’s servers, hardware, software and systems. Leman USA makes no representations, warranties or assurances that Customer’s equipment, software or communication connections will be compatible with Leman USA’s servers, hardware, software and systems.
4. Security / Back-ups. Leman USA will take commercially reasonable steps to prevent unauthorized access to the Site, Content and confidential information stored on Leman USA’s servers. Leman USA will back-up the data stored on its servers on a daily basis during all weekdays on which Leman USA’s corporate offices are open for business. Leman USA will store such back-ups off-site from its corporate offices. Leman USA shall have no further duties or obligations with respect to the security or preservation of Customer data or Customer related data.
5. Interruptions in Service. Customer acknowledges and agrees that Leman USA has the right to temporarily suspend services for the purposes of maintaining, repairing, or upgrading its systems, servers and network. Leman USA will not be liable for any temporary delay, outages or interruptions of its webhosting or ecommerce services, whether planned or unplanned, including, without limitation, planned suspension of service, or service interruptions caused by human error or by mechanical, electronic, communications, hardware, software, or third-party supplier failure. All services provided by Leman USA under these Ecommerce Terms and Conditions of Service are provided “AS IS” without representation or warranty of any kind. Without limiting the generality of the foregoing, Leman USA specifically disclaims any warranty that the operation of the services will be uninterrupted or error-free, or completely secure. Notwithstanding the above, upon request, Leman USA will grant Customer credit for any interruption in service and downtime with respect to the Site which was planned by Leman USA or which is shown to Leman USA’s satisfaction to have been caused by or attributable to Leman USA.
6. Taxes. Orders to be processed by Leman USA from the Site may include both business to business and business to consumer sales. Sales tax software will be made available to provide sales tax calculations. Customer shall be responsible for making a determination as to the taxability of its sales in each state, municipality or other locality for purposes of sales, value-added and similar taxes. Leman USA recommends that Customer consult with its accountant or other tax professional to make this determination. The sales tax software made available by Leman USA will be integrated into the shopping cart feature of the Site so that sales tax will automatically be charged on all sales into a jurisdiction with respect to which Customer has informed Leman USA that Customer’s sales will be taxable, unless the Customer supplies Leman with an exemption certificate with respect to such sale. Customer acknowledges that Leman USA does not represent itself to be a tax professional or to have any particular expertise in sales tax compliance, and that Leman USA has advised Customer to consult its tax advisors with respect to Customer’s responsibilities with respect to the taxes discussed herein.
7. Limitation of Liability. In no event shall Leman USA have any liability whatsoever for damage, unauthorized access to, alteration, theft or destruction of information provided to Leman USA, distributed or made available for distribution via the Services, and liability with respect to the same is hereby disclaimed. Leman USA hereby disclaims and the parties agree that Leman USA shall have no liability under these Ecommerce Terms and Conditions of Service for lost sales, lost profits, consequential, exemplary, special, incidental, or punitive damages of any kind or nature even if Leman USA has been advised of the possibility of such damages. In any event, the liability of Leman USA to Customer for any reason and upon any cause of action shall be limited to the amount actually paid to Leman USA by Customer under these Ecommerce Terms and Conditions of Service for the period out of which liability arose. This limitation applies to all causes of action in the aggregate, including, without limitation, to breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The fees for the services set by Leman USA under these Terms and Conditions of Service have been and will continue to be based upon this allocation of risk. Accordingly, Customer hereby release Leman USA from any and all obligations, liabilities and claims in excess of the limitation stated in this section.
8. Indemnification. Customer will defend, indemnify and hold Leman USA harmless from any and all threatened or actual claims, demands, causes of action, suits, proceedings, losses, damages, fines, penalties, liabilities, costs and expenses of any nature, including attorneys’ fees and court costs, sustained or incurred by or asserted against Leman USA by any person, firm, corporation, governmental authority, partnership or other entity by reason of or arising out of or relating to: (i) Customer’s violation or breach of any terms, conditions, representations or warranties of these Ecommerce Terms and Conditions of Service; (ii) any claim by a purchaser of Customer’s services or products through the Site, including but not limited to product liability claims and claims related to the theft of or unauthorized access to information; and (iii) any claim related to the use of the Site or the Content of the Site, including but not limited to any claim related to infringement of any trademark, copyright, patent, trade secrets or non-proprietary right of a third party (including, without limitation, defamation, libel, or violation of privacy or publicity), or claims of damage to software, hardware or systems from viruses or similar items alleged to have originated from the Site or Leman’s servers.
9. Governing Law and Jurisdiction. These Ecommerce Terms and Conditions of Service and the legal relationship between the parties hereto shall be governed by and construed in accordance with the substantive laws of the State of Wisconsin, notwithstanding its conflict of laws rules. Any lawsuit or other action involving any dispute, claim or controversy relating in any way to these Ecommerce Terms and Conditions of Service shall be brought only in the Circuit Courts of Racine County, Wisconsin or the Federal District Court for the Eastern District of Wisconsin in Milwaukee, Wisconsin.
