Copyright © 2009, Hall-Carpenter, All rights reserved
Definitions:
Licensor - Hall-Carpenter, by and through its authorized employees, agents or assigns is the granting authority where upon execution of this contract grants a limited license to the end user for the utilization of reserved space on a server for the licensee's use as a Web Site.
Licensee - Is that party to this contract who has been granted a limited license to use reserved computer space on a server connected to the World Wide Web. The use of the reserved server space provided by Hall-Carpenter shall be for the exclusive use of displaying the licensee's Web Page(s) on a designated Web Site.
Purchase - That particular agreement between Hall-Carpenter and the purchaser evidenced by the exchange of promises and the conveyance of consideration tendered by the purchaser and receipt thereof by Hall-Carpenter. Upon completion of said purchase Hall-Carpenter shall provide to the purchaser, by electronic conveyance, all Web Page(s) which were designed and purchased from Hall-Carpenter and intended for publication on a Web Site server.
Purchaser - The individual, company, association or other entity who receives products or services from Hall-Carpenter after tendering payment in the form of consideration (usually currency).
End User - The individual, company, association or other entity who obtains a license or purchases a product from Hall-Carpenter.
Warranty - A statement or representation made by Hall-Carpenter, its authorized employees, agents or assigns contemporaneously with and as a part of the contract of sale of an item or service that it will perform as advertised.
Third Party - One not a party to the agreement, contract or transaction but who may have rights thereto
UndercoverWear™ - An independent company who sells its products through agents to the general public which has no affiliation with Hall-Carpenter, its employees, agents or assigns.
Web Site - Usually understood to mean a place located on a computer which disseminates information to an entity who enters the corresponding web address. A location on the World Wide Web that is owned and managed by an individual, company or organization; usually contains a home page and additional pages that include information provided by the site's owner, and may include links to other relevant sites.
Web Address - This is a unique address that identifies a web site. Eg http://www.yourwebsite.com. In computing, a Uniform Resource Locator (URL) is a type of Uniform Resource Identifier (URI) that specifies where an identified resource is located on the World Wide Web
http:// - hypertext transfer protocol: a protocol (utilizing TCP) to transfer hypertext requests and information between servers and browsers
http://www.katespenthouse.com - Is the Web Address and therefore a Web Site for one of UndercoverWear's agents who is authorized to sell, contract to sell and recruit other agents to work for themselves.
Server - A server is any combination of hardware or software designed to provide services to clients. When used alone, the term typically refers to a computer whose space is rented to clients who post their Web Pages at their Web Site on the Internet (a/k/a World Wide Web)
Web Master - Hall-Carpenter is a site author, web site administrator, or (informally) webmeister and is a person, company or entity responsible for maintaining a web site(s). The duties of the webmaster may include ensuring that the web servers, hardware and software are operating accurately, designing the web site, generating and revising web pages, replying to user comments, and examining traffic through the site. Webmasters may be generalists with HTML expertise who manage most or all aspects of Web operations. Depending on the nature of the web sites they manage, webmasters typically know scripting languages such as PHP, Pearl and Javascript. They may also be required to know how to configure web servers such as Apache and serve as the server administrator.
Software - Software encompasses an extremely wide array of products and technologies developed using different techniques like programming languages, scripting languages, microcode, or an FPGA configuration. The types of software include web pages developed by technologies like HTML, PHP, Perl, JSP, ASP.NET, XML The Web Site Pages Created by Hall-Carpenter were designed using DreamWeaver CS3 by Adobe Software.
Hall-Carpetner, Co - Is a sole proprietorship licensed to conduct business in the Town of Swansea, Massachusetts with a business address of 311 Bushee Road Swansea, MA 02777
Warranty:
The Web Page software and other information or use of the server licensed or any product which is made available by Hall-Carpenter or sold as a result of entering into this contract is provided "AS IS" . All warranties, either express or implied are disclaimed as to the software and its quality, performance of fitness for any particular purpose. You, the consumer, bear the entire risk relating to the quality and performance of the software. In no event will Hall-Carpenter, its employees, agents or assigns be liable for direct, indirect, incidental or consequential damages resulting from any defect in the software. If the software proves to have defects, you and not Hall-Carpenter assume the cost of any necessary service or repair.
Performance:
The purchaser is hereby notified and understands that Hall-Carpenter is solely responsible for the payment of internet service provided by a hosting server. The cost for the purchase and maintained of your particular site is set forth in this agreement. You are required to pay Hall-Carpenter for the construction of the web site, the web address, the monthly rental of the web site and any additional maintenance costs after the first six (6) months of either continual or aggregate use of the site.
The seller or provider, Hall-Carpenter, shall use all commercially reasonable efforts to maintain the web server and your web site so long as the purchaser performs under the terms of this contract. In the event that your Web Site is disrupted through no fault of your own, the monthly charges shall be abated on a pro-rated schedule of 1/30th of the monthly fee for each day your Web Site is not functioning but in no event shall Hall-Carpenter be responsible for the failure of the server.
Default:
In the event the purchaser or licensee fails to perform under the payment terms of this contract, Hall-Carpenter at its discretion shall interrupt service of the licensee or in the case of purchase of the Custom Designed Software, Hall-Carpenter shall be allowed to keep any portion of payments as a liquidated damage. A failure of Hall-Carpenter to interrupt service or to complete the custom design of the Web Site, shall not constitute a waiver and all remedies at law and in equity shall be available to Hall-Carpenter. In the event Hall-Carpenter fails to provide the custom designed software the purchaser shall upon written notice be entitled to a refund of the entire purchase price for the Custom Designed Software and may keep the domain name or surrender it at the discretion of the purchaser. If the domain name is surrendered than Hall-Carpenter shall refund the full year's license fee the value of which is set forth in this contract.
Software:
The Custom Designed Web Pages are the exclusive and sole property of the purchaser in perpetuity. The Software is for the purchaser's exclusive use and for what ever use as the purchaser decides. The software can be sold BUT NOT COPIED. The purchaser can sell his Web Site as well as his Domain Name and even sell the Custom Designed Software (Web Pages), but like a book, only one person can read it at a time. The exclusive right does not include re-selling, leasing, renting, loaning or other means of allowing some other person or entity to use the software while the purchaser is still using it. Those rights are reserved by Hall-Carpenter. However, you can re-sell, lease, rent loan the entire site, software so long as you comply with the payment and only one Web Site has the software operating at a particular time.
ANY ASSIGNMENT OR SALE TO A THIRD PERSON HAS TO BE APPROVED BY ESCALLON@HALLCARPENTER.COM. IN WRITING BEFORE ANY TRANSFER IS PERMITTED, NO REASONALBE REQUEST SHALL BE DENIED.
Terms:
The purchase price for the Custom Designed Software (Web Page(s)). . . . . . . . $ 400.00*
The yearly cost for your Domain Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 10.99
First Months Site Rental. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.50
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 421.49
*Installment sale of Custom Designed Software $160.00 per month for Three Consecutive months beginning on the ___________day of __________________, 2012. The deferred payment schedule will not interrupt the completion of the Web Site.
The licensee by affixing his signature to this contract below acknowledges that he has read this contact and understands the terms contained herein and executes this contract as his/her own free act and deed. In furtherance hereof the licensee agrees to pay the sum of $10.50 each and every month remaining in the term of this contract for Web Site Rental fees beginning with on _____________day of ______________, 2012.
The licensee understands there are ELEVEN (11) MORE payments due on the _____________day of each consecutive month. The first months Web Site Rental fee has been paid as described above. In the event a dispute arises, the laws of the Commonwealth of Massachusetts control the language of this contract and all disputes shall be heard before a court of competent jurisdiction in the Commonwealth of Massachusetts, no matter where this contract was executed.
Your Web Site will be published at your discretion either during construction or after full completion. Remember during construction, certain links might not work because the pages have not yet been constructed. Unlimited changes are permitted for the first SIX (6) MONTHS of the original contract, so even after the final revision, you can change your Web Site Design as you wish.
This contract is a year to year contract which may be cancelled within THIRTY (30) DAYS after the full purchase price for the Custom Designed Web Site Software is received.
Agreement dated this _____________day of ______________, 2012 and will run until the ________day of _______________, 2013.
Purchaser of Custom Designed Software:________________________________[Signature]
Licensee of your Domain Name and Web Site ____________________________[Signature]
Hall-Carpenter by:______________________________________
Edwin T. Scallon
311 Bushee Road
Swansea, MA 02777
Tel. (508) 496-2387
Fax. (508) 379-0342
