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1.2. If we provide or resell certain software or services to you, you understand and agree that you may be bound by additional terms and conditions imposed by applicable third-party resellers or licensors, which are also incorporated herein by reference.
1.3. Your use of the Services constitutes your agreement to abide by the laws of the United States and of the state and country in which you reside, including, but not limited to, all intellectual property laws, tariff regulations, export controls, treaties, and international laws.
1.4. If you do not agree to abide by this TOS, you are prohibited from using the Services. This TOS is not a complete representation of all Caruso Care Inc policies or the implementation of all such policies.
1.5. We may periodically change, modify, or update this TOS without notice to you. Your continued use of the Services after we post a changed, modified, or updated TOS serves as your acceptance of those updated policies. Please refer to this TOS regularly to remain updated about our current policies.
1.6. This TOS was updated on or about March 15, 2014.
2. Restrictions: You agree that you will NOT use the Services to:
2.1. Violate any applicable state or federal law and regulation, including, but not limited to, any copyright, trademark, patent, anti-piracy, or other intellectual property law or regulation, or encourage or enable others to violate any such law or regulation.
2.2. Transmit, distribute, post, store, link, or otherwise traffic in information, software, or materials that is offensive, abusive, inappropriate, malicious, or detrimental, including, but not limited to, those that: 2.2.1. are pornographic, obscene, fraudulent, or discriminatory, including any containing nudity, erotica, profanity, or obscenities.
2.2.2. Encourage, glorify, or promote illegal activity, violence, cruelty, discrimination, or Ponzi-type schemes. Copyright © 2014 Caruso Care Inc. All rights reserved. Las Vegas, NV 40356 2.2.3. Exploit children, facilitate phishing, hacking, or identity theft, or defame, threaten, harass any person or group, or attempt to impersonate the identity of a third party.
2.2.4. Infringe upon a third party business, contractual, privacy, or fiduciary right.
2.2.5. Contain malicious or applications code of any type.
2.2.6. Make or facilitate any form of computer, server, or network attack or disruption.
2.2.7. Compromise, disrupt, or degrade the normal and proper operation of any computer, server, or internet system, including Caruso Care Inc’s systems.
2.3. Send, post, host, or enable any offensive, abusive, inappropriate, malicious, or detrimental e-mails, blog postings, or instant messages, including, but not limited to, any types of mail-bombs or SPAM (“SPAM” is defined as any type of unsolicited e-mail that does not utilize “Double Opt-In/Single Opt-Out” methodologies).
2.4. Use or provide open proxies or Internet Relay Chat (“IRC”).
3. Acceptable Use:
3.1. You represent and warrant that all information that you provide to Caruso Care Inc to open or update your Caruso Care Inc account including but not limited to your name, business name, address, e-mail address, telephone number, credit card, and/or ACH/Bank information (“Contact Information”), is accurate and complete. In addition, (a) you agree that you will at all times keep your Contact Information accurate, complete, and up-to-date, (b) you understand that your failure to do so may result in suspension of all of your Caruso Care Inc Services or cancellation of all of your Caruso Care Inc Services and termination of this TOS, and (c) you understand that you will be solely liable for your inability or failure to receive e-mail or other communications from us due to your failure to keep your Contact Information accurate, complete, and up-to-date.
3.2. By providing us with your e-mail address, you thereby agree that we may send you service-related or other notices by e-mail rather than by postal mail.
3.3. You agree that you will not share your account passphrase, password, security question answers, or any other confidential information about your account with any other person or persons, that you will be solely liable for any actions taken by such person or persons, and that we will not be liable for any actions taken by such person or persons.
3.4. If you provide us with a business name for your account, we will consider that business to be the owner of the account and may require certain change authorizations from an officer (if a corporation), authorized member (if a limited liability company), partner (if a partnership), or owner (if a sole proprietorship) of the business. If you do not provide us with a business name for your account, we will consider you to be the owner of the account and we may require certain change authorizations from you.
3.5. You understand and agree that (a) Caruso Care Inc or any applicable licensor retains all rights, title, and interest in and to any computer programming, formatting code, operating instructions, or other software used in providing the Services to you (“Programming”) and (b) that you will not reverse engineer, disassemble, decompile, or otherwise attempt to derive any source code of the Programming.
3.6. You understand and agree that we may access your server without notice to you in the event of an actual or suspected violation of this TOS or to otherwise maintain and protect the security and reliability of our network. You also agree to keep your administrative access credentials in NCWLN.com complete and up to date. Copyright © 2014 Caruso Care Inc. All rights reserved. Las Vegas, NV 40356
3.7. You understand and agree that if you do not respond within three (3) calendar days to a Caruso Care Inc-generated abuse-related inquiry sent to you that, in addition to other rights we have under this TOS or otherwise, at the end of the three (3) calendar days Caruso Care Inc may suspend all of your Caruso Care Inc Services or cancel all of your Caruso Care Inc Services and terminate this TOS without further notice or obligation to you.
3.8. You understand and agree that initiating a “chargeback” to your credit card, to your PayPal® account, or via ACH for services provided to you by Caruso Care Inc shall be a violation of this TOS.
3.9. You agree to conduct yourself in a professional manner at all times when interacting with Caruso Care Inc employees. You understand and agree that abusing Caruso Care Inc employees, whether by lying, cursing, yelling, threatening, or otherwise, whether over the telephone, via e-mail or chat, or when submitting on-line tickets, shall be a violation of this TOS and may be grounds for suspension of all of your Caruso Care Inc Services or cancellation of all of your Caruso Care Inc Services and termination of this TOS. In addition, making threats of physical violence, either against Caruso Care Inc, its facilities, or any of its shareholders, directors, officers, employees, contractors, or agents will be promptly reported to the authorities and will be grounds for immediate termination of this TOS.
4. Fees and Billing:
4.1. You agree to pay for the applicable fee or fees for each of the Services you order or select, including but not limited to all setup fees, monthly fees, quarterly fees, annual fees, usage fees, web traffic fees, late fees, hourly-rate fees, or other fees.
4.2. We accept payments by credit card, check, e-check, PayPal®, or wire transfer, except that (a) customers paying by check or wire transfer will be charged an additional processing fee of $10.00 for each payment made and (b) customers paying by wire transfer will be charged a wire transfer fee of $15.00 for each payment made.
4.3. Applicable setup fees and the fees due for your first service term (first month, first quarter, or first year, etc.) are both due on your initial Services start date. Caruso Care Inc may change the pricing for new Services at any time and for existing services at the beginning of any new billing period.
4.4. You understand and agree that no refunds or reimbursements, in full or in part, will be paid to you at any time.
4.5. Each of your Caruso Care Inc Services will be automatically renewed on the anniversary date (monthly, quarterly, annually, or otherwise, whichever is applicable) of the start or last renewal date of that specific Caruso Care Inc Service (“Anniversary Date”). If Caruso Care Inc has a valid credit card or current ACH instructions/banking information on file for your account on a Service’s Anniversary Date your credit card or bank account will be automatically charged at that time for the cost of renewing the Service through its next Anniversary Date. If Caruso Care Inc does not have a valid credit card or current ACH instructions/banking information on file for your account on a Service’s Anniversary Date your Caruso Care Inc account will be automatically charged at that time for the cost of renewing the Service through its next Anniversary Date and you will be liable for those fees.
4.6. You are liable for all unpaid amounts due on your account even if Caruso Care Inc cancels your Services or terminates this TOS partway through a billing cycle. Caruso Care Inc may charge your account late fees for overdue payments and Caruso Care Inc may charge you interest on Copyright © 2014 Caruso Care Inc. All rights reserved. Las Vegas, NV 40356 unpaid balances at the rate of 1.5% per month or the maximum rate allowed by law. In addition, your equipment, domains, web content, or other assets may be retained by Caruso Care Inc as collateral for unpaid charges and penalties until such charges and penalties are paid in full. Also, Caruso Care Inc may use a third-party service to collect unpaid amounts and may charge you attorneys, collection, or other reasonable fees incurred to collect unpaid balances.
4.7. If you elect to change your payment frequency in the middle of a billing cycle, (a) the change must be submitted in the form of a NCWLN.com ticket to billing at least seven (7) days before the upcoming Anniversary Date of your Caruso Care Inc Services, (b) the change will not take effect until after the end of your current billing cycle and (c) discounts specifically applicable to your old billing cycle will not apply to your new billing cycle. For example, if you elect to change from paying annually to paying monthly (a) the change will only take effect at the end of your current annual term and (b) discounts that you received because you were paying annually will no longer be available to you.
4.8. If you dispute a charge, to avoid interruption of your Services you must (a) pay the entire amount invoiced to you by its due date and (b) notify the Caruso Care Inc billing department about the disputed amount. If Caruso Care Inc validates your claim, your account will be credited with the validated amount.
4.9. You specifically understand and agree that for each (a) returned check or (b) Caruso Care Inc fee that you “chargeback” to your credit card, to your PayPal® account, or via ACH that will be liable to Caruso Care Inc (and Caruso Care Inc may collect from you) a “Returned Check Fee” or “Chargeback Fee,” as the case may be, in the amount of $50.00.
4.10. Charges for bundled Services will be “unbundled” if you cancel any part of the bundle of Services. For example, if you receive a free SSL certificate as part of a “bundled” package and you then cancel one or more of the “bundled” services in your selected package you will be charged at that time for the SSL certificate.
4.11. You understand and agree that you are responsible for any network bandwidth charges, memory over usage charges, or other overage charges you incur for using the Services, even if such overages arise because your server or account is compromised or “hacked.” 4.12. You understand and agree that you will be automatically be assessed a charge of $50.00 for (a) each IP address assigned to your account that, in Caruso Care Inc’s reasonable discretion, is blacklisted or, if your account is closed, was blacklisted, and for (b) each IP address which was blacklisted because of your action or inaction, even if it was not assigned to your account or if your account has been closed.
4.13. You must notify Caruso Care Inc about any disputed billing charges related to your account within thirty (30) days. If Caruso Care Inc, in its reasonable discretion, validates your claim, your account will be credited with the validated amount. In addition, you understand and agree that Caruso Care Inc will not be liable for any claim, charge, or other liability of any type related to the Services after a period of six (6) months from when the specific Services were provided.
4.14. In the event Caruso Care Inc installs/configures a website on a third party server you agree to waive your right to a chargeback or credit card reversal due to the fact that we cannot reclaim the time, additional software, and/or contract labor costs we have invested into your project. The only exception of this would be if we did not meet your deadline otherwise stated in our contract and there were no delays on your end in providing us with what we need to proceed and complete the project on time.
5. Term and Termination:
5.1. This TOS will become effective when: Copyright © 2014 Caruso Care Inc. All rights reserved. Las Vegas, NV 40356
5.1.1. For Caruso Care Inc “click-through” agreements, when you “Accept” online the agreement into which this TOS is incorporated.
5.1.2. For Caruso Care Inc agreements you physically sign, when you affix your signature and return the executed agreement to Caruso Care Inc.
5.1.3. For Caruso Care Inc agreements you sign electronically, when the electronic signature process is complete.
5.2. This TOS will remain in effect until it is terminated by either party under its terms. Termination of this TOS will automatically terminate each agreement into which it is incorporated.
6.1. To cancel any of your Caruso Care Inc Services or terminate this TOS (a) your account must be paid in full and be in good standing and (b) you must provide Caruso Care Inc seven (7) days notice. Caruso Care Inc can only accept cancellation and termination instructions submitted through NCWLN.com. We are unable to accept any cancellation or termination instructions submitted to us in any other manner.
6.2. If you provide cancellation or termination notice to Caruso Care Inc less than seven (7) days before the upcoming Anniversary Date of your Caruso Care Inc Services (a) on that Anniversary Date you will still be automatically charged for the cost of renewing your Caruso Care Inc Services through their next Anniversary Date and (b) you will not be eligible to receive any refund, either in part of in full, for any of the amount charged to you on that Anniversary Date.
6.3. Caruso Care Inc may unilaterally cancel your Caruso Care Inc Services and terminate this TOS at anytime for any reason without compensation to you upon ten (10) days written notice to you sent to the address or e-mail address you currently have on file with Caruso Care Inc. Also, Caruso Care Inc may refuse to open a new account for any person or entity.
6.4. Caruso Care Inc may, immediately and without notice or obligation to you, unilaterally suspend all of your Caruso Care Inc Services or cancel all of your Caruso Care Inc Services and terminate this TOS if (a) payment for Services is not received by the Anniversary Date of the start or last renewal date of any Caruso Care Inc Service or (b) we determine, in our sole discretion, that you have or it is alleged that you have otherwise violated this TOS.
6.5. You understand and agree that upon cancellation of your Caruso Care Inc Services and termination of this TOS that Caruso Care Inc has the right to immediately bar your access to your server or account and/or delete any and all content on or related to your server or account.
7. Server Protection Plan:
7.1. General: If you (a) purchase the Caruso Care Inc Server Protection Plan (“SPP”) and (b) your Caruso Care Inc server is compromised by a third party, Caruso Care Inc will, at no charge to you, (a) reinstall your operating system and (b) waive any bandwidth overage charges you may have incurred due to the server compromise.
The following limitations apply to the SPP: Copyright © 2014 Caruso Care Inc. All rights reserved. Las Vegas, NV 40356 7.2.1. You must notify Caruso Care Inc that your server has been compromised by submitting a ticket at NCWLN.com no more than fourteen (14) days after your last billing date.
7.2.2. Caruso Care Inc must be able to confirm to its sole satisfaction that your server has been compromised.
7.2.3. Caruso Care Inc will NOT reimburse you for any bandwidth overage charges that directly result from your own actions.
7.2.4. At no time will Caruso Care Inc backup, recover, or reinstall any of your data or be liable for any data loss you may incur at any time.
7.2.5. Caruso Care Inc may terminate SPP service for your account at any time if, in its sole discretion, it appears that your server has been compromised more than once.
7.2.6. Caruso Care Inc may refuse to add the SPP service to any account for any reason.
8.1. IN NO EVENT WILL Caruso Care Inc’s LIABILITY TO YOU IN THE AGGREGATE FOR ANY AND ALL BREACHES, DEFAULTS, OR CLAIM OF LIABILITY UNDER THIS TOS OR AN AGREEMENT INCORPORATED INTO THIS TOS OR FOR AN AGREEMENT INTO WHICH THIS TOS IS INCORPORATED BE EQUAL TO AN AMOUNT GREATER THAN THE FEES PAID BY YOU TO Caruso Care Inc DURING THE ONE (1) CALENDAR MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH CLAIM OF LIABILITY.
8.2. IN NO EVENT WILL Caruso Care Inc, ITS PARENTS, SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, CONTRACTORS OR EMPLOYEES BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES FOR ANY THIRD PARTY, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, MULTIPLE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, LOSS OF USE, OR INTERRUPTION OF BUSINESS) ARISING OUT OF, OR IN CONNECTION WITH, THIS TOS OR AN AGREEMENT INCORPORATED INTO THIS TOS OR FOR AN AGREEMENT INTO WHICH THIS TOS IS INCORPORATED WHETHER BASED IN CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF Caruso Care Inc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Copyright © 2014 Caruso Care Inc. All rights reserved. Las Vegas, NV 40356 YOU ACKNOWLEDGE THAT THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS TOS AND WITHOUT SUCH LIMITATIONS Caruso Care Inc WOULD NOT ENTER INTO THIS TOS.
8.3. WE DO NOT WARRANT THAT THE SERVICES WILL BE FREE OF ERRORS, BE UNINTERRUPTED, OR WILL MEET YOUR REQUIREMENTS. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, AND INDEMNITIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR ANY OTHER WARRANTY ARISING FROM THE COURSE OF PERFORMANCE OR COURSE OF DEALING. YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY TEMPORARY DELAY, OUTAGE, OR INTERRUPTION OF THE SERVICES, AND YOU HAVE NOT ENTERED INTO THIS TOS IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. ALL SERVICES PROVIDED UNDER THIS TOS WILL BE DEEMED ACCEPTED WHEN DELIVERED.
8.4. YOU HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS YOU MAY HAVE TO A TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS TOS, WHETHER ARISING OUT OF CONTRACT, TORT OR OTHERWISE.
8.5. You agree to indemnify, defend by counsel reasonably accepted to Caruso Care Inc, and protect and hold Caruso Care Inc harmless from and against any and all claims, liabilities, losses, costs, damages, expenses, including consultants’ and attorneys’ fees and court costs, demands, causes of action, judgments, etc. directly or indirectly arising out of or related to the Services.
8.6. Nothing in this TOS shall be construed as creating a joint venture, partnership, agency, employment, franchise, or other relationship between you and Caruso Care Inc. Also, neither party to this TOS shall have the right, power or authority to create any obligations or duty, express or implied, on behalf of the other.
9.1. This TOS may not be assigned by you without our express written consent. Caruso Care Inc may assign any or all of its rights and obligations to others at any time.
9.2. This TOS is the final expression of the agreement between you and Caruso Care Inc regarding the Services. This TOS may not be modified or amended, nor may it be modified by custom and usage of trade or course of dealing, except by an instrument in writing and signed by you and Caruso Care Inc.
9.3. Caruso Care Inc’s waiver of your breach of any portion of this TOS shall not operate or be construed as its waiver of any subsequent breach of the same provision or any other portion of this TOS and no remedy available to Caruso Care Inc hereunder is exclusive of any other remedy available to Caruso Care Inc hereunder or otherwise available at law or in equity.
9.4. If any provision of this TOS or its application is held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this TOS shall remain in full force and effect enforced to fullest extent consistent with applicable law.
9.5. You agree that you will not solicit Caruso Care Inc employees as your employees or contractors. You represent and warrant that you have full power to enter into this TOS and any agreement into which this TOS is incorporated by reference. Copyright © 2014 Caruso Care Inc. All rights reserved. Las Vegas, NV 40356
9.6. The section headings contained herein are for reference purposes and convenience only and shall not in any way affect the meaning or interpretation of this TOS.
9.7. Caruso Care Inc shall not be deemed to be in default of or to have breached any provision of this TOS as a result of any delay, failure in performance or interruption of the Services, resulting directly or indirectly from acts of God, acts of civil or military authority, civil disturbance, war, strikes or other labor disputes and disturbances, fire, transportation contingencies, shortages of facilities, fuel, energy, labor or materials, or laws, regulations, acts or order of any government agency or official thereof, other catastrophes, or any other circumstances beyond our reasonable control.
9.8. This TOS shall be binding on you and Caruso Care Inc and your or its successors and assigns, and shall be governed by the laws of the state of Las Vegas without giving effect to such laws’ provisions regarding conflict of laws. Any action arising out of or related to this TOS shall be brought in the Las Vegas state courts located in Las Vegas, NV, USA or the Federal court located in Las Vegas, NV, USA and each party consents to the jurisdiction and venue of these courts. Each party expressly disclaims application of the United Nations Convention on Contracts for the International Sale of Goods to this TOS.
9.9. Adwords and Display Network Advertising
Payment Terms, Explanation of Our Fees, Refunds and Our Process:
Our 30% management fee and Google Click Fees are month-to-month (after the 3 Month Minimum.), so you can cancel at any moment before the current month ends. Once the month’s charge is automatically processed, there is no refund for that month’s payment. Your website will appear on the first page of Google during different times of the day, depending upon a combination of your budget for that day and the schedule it’s set to run on. It will run for 30 days or during the time period you’ve agreed upon. Your daily budget and your competition’s bid amounts dictate what you’re click costs are and this fluctuates throughout different times of the day, different days of the week and different industries. We will continually micro-adjust your keywords, your schedule and all of the other options that are involved in running in AdWords campaign. If we are running a display network campaign, the same budget will be spread across that campaign as well. Upon your request, we will provide you with reports of how your campaign is performing.
Website Access if we’re not hosting the website:
You agree to give us temporary access to insert the Google analytics code and other tracking codes to enable us to track and adjust the campaign as results come in. If there’s a delay in getting us this access, the monthly management fee continues to incur.
All rates provided in this agreement are for the work actually contemplated by this agreement. In the event that additional work is required or requested beyond what is reasonably contemplated by this agreement, Customer agrees to pay any additional charges for such unanticipated or requested work at an hourly rate or monthly fee mutually agreeable to both parties.
Pausing a Campaign:
We do allow you to pause the campaign at any point and freeze the cost of any clicks that may incur by Google from up to 24 hours after verbal AND written notification to pause. However you will continue to incur the 30% management fee.
Sections 1.2, 3.2, 3.5, 4.1, 4.6, 4.9, 4.11- 4.14, 5.1, 5.2, 6.1, 6.2, 6.5, 6.6, 7.2, 8, and 9 shall survive termination of this TOS.