You agree that you have reviewed this agreement including all the provisions, policies, and software licenses herein declared and referenced, and you accept them by using our software service and websites.
ComCity may from time to time change or amend these agreements and licenses. If any license or agreement is changed, your notice of such a change will be the public positing of these changes on our website. These changes will be effective immediately or after thirty (30) days from their intial public notice or whichever is soonest by law or statute. You agree that this notice is sufficient and agreeable to you and your continued use of our website, products, or services afterwards constitutes your implied acceptance of the new changes, additions or deletions to the agreement and included provisions. ComCity may assign and transfer this agreement to the benefit of any successor company or individual as it sees fit. If any part or provision of this agreement is declared by a court or authority of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the Agreement and the other provisions shall remain in full force and effect.
Payments for services are due in advance. Unless you are using the free service, you must keep a valid, unexpired credit card on file for payment of fees. It is your responsiblity to notify us if your card account number or expiration date has changed. Hardware fees and upfront payments are not subject to refund if a contract is cancelled prior to the month end unless ComCity so deems.
Service Cancellations: Simply deleting you
store does not constitute notice of cancellation. We have no
way of knowing if you deletion is temporary or long lasting. All services
automatically renew on either a monthly or quarterly term upon
expiration unless prior written notice is delivered by fax or US
Mail by our office at least 7 calendar days prior to the date of
renewal. If you cancel in the middle of a month within 7 days
of the last day of the month, your services will conclude at the
end of the month. If you cancel your services prior to 7 days
of the beginning of the month, your service will terminate at the
end of the next months service period. If you have pre-paid services for a
quarter, any advance payments up to the cancellation month will be refunded
to you. If you choose to downgrade services, the same 7 day
notice and credit procedure is applicable inorder to allow us the proper
accounting time to make the changes.
Attorney’s Fees: You agree to pay reasonable attorney fees and any other reasonable fees required to enforce and defend all terms and conditions of this agreement. In addition, your company agrees to reimburse ComCity any amounts made on behalf of collecting on delinquent payments or required to enforce the payment terms of this contract.
Privacy and defamatory content: You also warrant and represent that icons, graphics, images, company names, and other information which you prescribe to be placed on our services will not (i) violate any international, federal, state or local law or regulation; (ii) in any way violate or infringe upon any party’s privacy right, right of publicity, or an other right of any person or entity; (iii) contain any material which is unlawful, harmful, abusive, hateful, obscene, threatening, libelous or defamatory. In cases where you violate this, you agree to indemnify ComCity against third party suits. ComCity makes no warranties, expressed or implied, regarding content seen or not seen by the public and expressly disclaims responsibility for such content to which you are solely responsible for deleting, removing or adding from the service and of which you have control and responsibility of. If you no longer have control of the content, for any reason, you must provide ComCity written notice delivered by certified mail via the US post office within 7 days describing the problem and give us adequate notice of what you wish to do with any content. A simple service cancellation is not adequate notice of a more specific content problem.
ComCity may delete any of your content on
our services at any time and without any notice to you especially if it
believes in its sole discretion that said content might be a
violation of this clause. See Indeminification below as a
further clarification and expansion of this clause.
Right to Remove: You also acknowledge and agree that ComCity can suspend or cancel this service or refuse a registration at any time and without further notice.
Intellectual Property Rights: You agree that ComCity reserves all Intellectual property rights on web programming, and web customization that we perform for your company including original copyright rights and trademark rights for our source code, scripts and any original graphic designs that we perform on your behalf or for you as part of any contract or agreement. You are granted a limited license and right to use only and are governed by our SalesCart End-User/Digital Content License Agreement (copy), of which you agree to at the time of signing up to the service.
Disclaimer: You understand an dagree that ComCity does
not guarantee the effectiveness of your web advertisement, web
pages, or the effectiveness of your web store and we expressly
disclaim and exclude all express warranties and implied warranties
of merchantability and fitness for a particular purpose.
See Now Warranty below for further clarification.
Non-Payment of Fees: Payments for services are due in advance and you also acknowledge and understand that ComCity can specifically suspend your web services if; (i) ComCity has not received all fees relating to the payment of services rendered; and (ii) ComCity believes, in its sole discretion that you are in violation of any of the terms of this agreement.
Returned Checks: You agree to pay a returned check charge of
$25.00 in payment of additional accounting and processing charges for all returned checks and returned credit
Interruptions in Service: You understand that ComCity is not liable for any errors or interruption in service, whether within or outside of ComCity’s reasonable control. In addition, service may be temporarily unavailable for scheduled maintenance, either by ComCity or by third-party providers, or because of other causes either within or outside of our control. If ComCity is found to be liable by an outside agency or through legal relief, you agree that the maximum amount of liability for such finding is limited to the refund of the payment made on behalf of those services for only the time of service downtime. You agree not to hold ComCity for any consequential damages that may or may not arise out of an interruption in service whether by fault of ComCity or by fault of another within ComCity's control. See Limitiations of Liability and Damages below.
DownTime: ComCity will use its commercially reasonable efforts to avoid Downtime. If customer is unable to transmit and receive information from the software to other portions of the Internet because of ComCity's failure to provide Network services ("DownTime") for more than four (6) continous hours, then ComCity may, at its own discretion, credit customer's account for future services based on the pro-rata fees for the continuous duration of such downtime; provided that all such credits will not exceed an aggregate maximum credit of bandwidth fees otherwise due from customer for one (1) calendar month for failures in any one (1) calendar month. For purposes of the foregoing, "unable to transmit and receive" shall mean sustained packet loss in excess of fifty percent (50%) based on ComCity measurements. You must notify ComCity within three (3) business days in writing from the time of any occurance if you believe you are eligible to receive this credit. You must include network traceroutes to demonstrate failures. Failure to comply with this requirement will forfeit customer's right to receive such a credit.
Password Protection: You are responsible for protecting your own password and also responsible for any authorized or unauthorized use made with your password. You will not use or permit anyone to use ComCity’s service to guess passwords or to access other systems or networks with authorization. ComCity will fully cooperate with law enforcement authorities in the detection and prosecution of illegal activity. If customer loses their password or username, they must request a new password in writing on company letterhead using our prescribed procedures so that we may keep this information in confidence.
Internet Etiquette: You are expected to be familiar with and to practice good Internet etiquette (Netiquette). You must comply with the rules appropriate to any network to which ComCity may provide access. You should not post, transmit, or permit Internet access to any information that you desire to keep confidential. You are not permitted to post any material that is illegal, libelous, tortuous, or likely to result in retaliation against ComCity by offended users. ComCity reserves the right to refuse or terminate service at any time. You will indemnify ComCity and hold ComCity harmless from any damage to our business, service, equipment, network, operations, or reputation resulting from your actions, including but not limited to any government actions, acts of vandalism or other retaliation, and any claims of libel, unfair competition, infringement of any patent, copyright, trademark, service mark, or other intellectual property right, violation of privacy, or other tort. See SalesCart Acceptable Use Policy for more information.
Social Media: You understand that
SalesCart makes use of Facebook and other social media outlets and
and you give your consent and agreement that private or
confidential data about
you or your company that you have publicized on these social medial
outlets may become public through the normal use of these social
media websites. Some of these website have privacy settings
you establish and the information you provide on these outlets is
completely controlled by you.
Late Payments: ComCity services are due and payable in advance and will bill for services up to 45 days in advance. All payments are due and payable online and without written invoice. Without a cancellation notice, ComCity may, at its own discretion, extend service to provide customers a suitable time to arrange payment by alternative means. You and your company agree to pay a late penalty fee equal to 1.5% of the monthly amount due for each month or partial month, or the highest rate allowed by applicable law, on any unpaid balance for any amounts which exceed 30 days.
Billing Disputes: All billing disputes, with ComCity, must be received at our business office, in writing, and your obligation to pay for service will continue until such notice is received or until the contract is fulfilled whichever is later. Written notice must be received by the US post office and because e-mail or electronic mail is not currently deemed 100% reliability, e-mail or verbal notice does not constitute formal written notice. Termination of your service does not constitute relief from amounts incurred prior to termination.
SPAM Policy: The transmission of any type of material, whether graphical or textual in content, to other subscribers or non-subscribers without their express consent or previous solicitation is prohibited under the terms of this agreement. Any violations of our SPAM policy will result in immediate termination. Your company further acknowledges and agrees that ComCity is not responsible for and cannot control the content of email messages or fax messages sent to you by third parties who access your web page. See SalesCart Acceptable Use Policy for more information.
Neither party will be liable or deemed to be in default for any delay or failure in performance under this Agreement resulting, directly or indirectly, from acts of God, lack of temporary Internet Access or any other reasons commonly known as Force Majeure.
In the event that ComCity notifies you that certain components of the Software or Digital Content may no longer be used by you (for whatever reason), then such components cannot be used in part or whole including as a part of a web site design or template layout, nor can they be used in any other larger work. If you receive such notification, you agree to cease using all elements of this software and destroy all copies of those components of the Digital Content identified by ComCity in your possession or control. This provision shall survive indefinitely after the termination of this agreement.
You must be 18 years to become a member of our service for the purposes of this agreement, or older than the age of consent, whichever is greater depending on your local jurisdiction. If you are younger than 18, than you must be represented by a parent or guardian, who acting on your behalf, shall be the legal representative to the terms and conditions of this agreement. In addition, in order to use Facebook, which is a requirement to use our software, users must be older than 13. If it is determined that a person younger than the age of legal consent has somehow illegally used this service, the parent or guardian who established the Facebook account, shall be the person construed as entering this agreement. This clause shall not be construed as a limitation on the types of items or the age limits of items or content you put up for sale using the software.
COMCITY PROVIDES ITS SALESCART SERVICES "AS IS" AND DOES NOT WARRANT THE OPERATION OF ITS OFFERINGS WILL BE UNINTERRUPTED OR ERROR FREE. YOU BEAR THE ENTIRE RISK AS TO THE RESULTS, QUALITY AND PERFORMANCE OF THE SERVICE SHOULD THE SERVICE PROVE DEFECTIVE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A COMCITY AUTHORIZED REPRESENTATIVE SHALL CREATE OR CONSTITUTE A WARRANTY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMCITY MAKES NO WARRANTY, EXPRESSED OR IMPLIED WITH REGARD TO OUR SERVICES OR ANY OTHER MATTER, AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES AGAINST CONDITIONS OF INFRINGEMENT, WITH RESPECT TO THE SOFTWARE.
THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT AND UNDER NO LEGAL THEORY SHALL COMCITY, OR ANY OTHER PERSON WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF SALESCART AND ITS OFFERINGS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY GENERAL, DIRECT, INDIRECT, SPECIAL, INTANGIBLE, INCIDENTAL, CONSEQUENTIAL, COVER OR OTHER DAMAGES OF ANY CHARACTER ARISING OUT OF THE AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, LOSS OF DATA, LOSS OF PROFITS, LOSS OF ASSIGNMENTS, DATA OR OUTPUT FROM THE SERVICE BEING RENDERED INACCURATE, FAILURE OF THE SALESCART SERVICE TO OPERATE WITH OR WITHOUT ANY OTHER PROGRAMS, SERVER DOWN TIME, DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES OF WHATEVER NATURE, EVEN IF COMCITY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY CASE, THE ENTIRE LIABILITY OF COMCITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR ONE MONTHS USE OF THE SOFTWARE, OR TO $500, WHICHEVER IS THE LESSER AS JUDICIALLY DETERMINED CONTRARY TO THE GENERAL LIABILITY DISCLAIMER.
YOU SHALL INDEMNIFY AND HOLD HARMLESS COMCITY, OUR LICENSORS, PROVIDERS, SUPPLIERS OR AFFILIATES AGAINST ANY LOSSES, EXPENSES, COSTS OR DAMAGES INCURRED BY ANY OR ALL OF THEM AS A RESULT OF YOUR BREACH OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, OR FROM THE ORDINARY NORMAL USE OR UNAUTHORIZED USE OF THE SOFTWARE/DIGITAL CONTENT. YOU ALSO AGREE TO INDEMINIFY COMCITY FROM ANY THIRD PARTY CLAIMS THAT ARISE FROM YOUR MODIFICATION OF THE SOFTWARE AND FOR ANY MATERIAL YOU UPLOADED OR PUT TO USE IN THE SOFTWARE THAT: i)IS AN INFRINGEMENT OF ANY US PATENT, COPYRIGHT, TRADEMARK LAWS OR AN INFRINGEMENT OF ANY TRADE SECRETS, NON-DISCLOSURE RIGHTS, OR ANY OTHER INTELLECTURAL PROPERTY RIGHTS PERMITTED UNDER US LAW; (ii) IS IN ANY WAY A VIOLATION OR INFRINGEMENT UPON ANY PARTY'S PRIVACY RIGHT, RIGHT OF PUBLICITY, OR ANY OTHER RIGHT OF ANY PERSON OR ENTITY; iii) CONTAINS ANY MATERIAL WHICH IS UNLAWFUL, HARMFUL, ABUSIVE, HATEFUL, OBSCENE, THREATENING, LIBELOUS OR DEFAMATORY. COMCITY SHALL RETAIN THE RIGHT TO IMMEDIATELY REMOVE ANY MATERIAL OFF OF ITS SOFTWARE OR WEBSITES THAT IT BELIEVES IS IN VIOLATION OF THE FORGOING AND THIS PROVISION SHALL NOT BE CONSTRUED TO BE A LIMITATION OF THAT RIGHT. IN SUCH A CASE WHERE ACTION IS BROUGHT AGAINST COMCITY BY ANY PARTY IN RELATION TO SUCH AN INFRINGEMENT, YOU AGREE TO PROVIDE LEGAL DEFENSE TO THE SATISFACTION OF COMCITY IN DEFENSE OF ANY AND ALL CLAIMS UNDER THIS PROVISION. THIS PROVISION SHALL NOT BE INTERPRETED TO MEAN THAT COMCITY RELINQUISHES ITS RIGHT TO RETAIN AND PROVIDE ITS OWN LEGAL COUNSEL AT ITS OWN EXPENSE. IF YOU SETTLE AN INFRINGEMENT CLAIM, YOU AGREE NOT TO BIND COMCITY IN SUCH SETTLEMENT AS RELATED TO YOUR INDEMINIFICATION WITHOUT THE PRIOR WRITTEN CONSENT OF COMCITY. THE PARTIES DISCLAIM THE IMPLIED WARRANTY OF NON-INFRINGEMENT, RELYING INSTEAD ON THESE TERMS. ANY ADDITIONAL LIMITATIONS OF LIABILITY OR DISCLAIMERS OF ANY ASSOCIATED PRODUCTS OR SERVICE PROVIDED BY THIRD PARTY PROVIDERS, SUPPLIERS, OR AFFLIATES SHALL NOT BE CONSTRUED TO OVERRIDE THIS PROVISION AND SHALL BE INTERPRETED INDIVIDUALLY FOR THEIR DISTINCTIVE PRODUCTS AND SERVICES.
If any disputes arise, or if litigation is required, to enforce any part of this contract, you agrees that such disputes will be resolved in accordance with the laws of the state of Texas and the venue of resolution is deemed as the county of Williamson in the state of Texas, USA. If any provision or term of this agreement or license is found to be unenforceable or illegal, the legality and enforceability of the remaining provisions of this agreement shall remain in full force and shall be interpreted simply as the removal of the offending portion of the agreement.
Arbitration is more informal and typically less costly than court in that discovery is limited and it doesn't require a judge or a jury.
You and ComCity agree that any dispute, claim or controversy arising out of or relating in any way to this agreement or with respect to any ComCity product or service, including our website, or our SalesCart software shall be solely resolved by binding arbitration in Round Rock Texas, in Williamson county instead of a court of general or competent jurisdiction. The costs of binding arbitration shall be shared equally among both parties. In the event of such a controversy or claim arising out of or relating to this agreement, or a breach thereof, the parties hereto, shall first attempt to settle the dispute by mediation, administered by the American Arbitration Association under its Mediation Rules. If settlement is not reached within sixty days after service of a written demand for mediation, any unresolved controversy shall be administered by the American Arbitration Association under its Commercial Aribitration Rules using one arbitrator.
Arbitration shall be to the relief of only you or ComCity as a single party. You and ComCity both agree that either shall only bring action against one another in the capacity of an Individual, or company, and not as any member of any class action or as a class member with multiple parties. Unless agreement is reached prior to arbitration, arbitration shall not proceed with the consolidation of more than one claim with your claim and should this provision or this clause be found to be illegal, than this entire Arbitration clause shall be deemed unenforceable, null, and void.
This arbitration clause shall survive indefinitely after termination of service.
You may contact us at: PO Box 1183; Round Rock TX 78681. USA. Fax: 866-660-5431 (Toll Free)
Agreement Effective Date: 6/10/2014