CNP General Terms of Service Agreement
(These clauses apply to both Web Hosting and Web Development Services provided by CNP)
This Terms of Services (Agreement) is an agreement between CNP, and the party set forth in the related Registration Form ("User" or "You" and "Your") incorporated herein by reference (together with any subsequent Registration Forms or other online signup, acceptance or order form submitted by User, the "Registration Form"), and applies to the purchase of all services ordered by User on the Registration Form (collectively, the "Services"). As used herein the term "User" and "You" shall also include any and all users, Customers, subscribers, affiliates (including without limitations Users or non-Users to whom CNP provides links or banners to promote the services or products of CNP or any third party the services or products of which are offered by or obtained through or in connection with CNP), resellers or others (i) who sign up for, use or obtain services or products from CNP or from any third party services or products of which are offered by or obtained through or in connection with CNP, or (ii) who visit the Web sites of CNP or of any such third party.
CNP is a media services, project management and technology solutions provider specializing in electronic commerce (e-commerce) integration; business-to-business (B2B) and business-to-consumer (B2C) web based applications, audio/video productions, 3D Graphics, interactive multimedia, CMS and CRM deployment, web site design/development and technology solutions to facilitate e-business, marketing communications and training delivery. Providing creative web technology and interactive multimedia solutions, CNP has refocused their business model to embrace the growth and maturity of open source technologies and expanded to supporting project and content management systems. CNP now combines their core strengths in rich interactive multimedia with integrations and configuration of powerful open source portal frameworks to meet the challenges of common business problems and training.
SIGNING UP FOR THE SERVICES CREATES A CONTRACT BETWEEN YOU AND CNP, CONSISTING OF THE REGISTRATION FORM, THE APPLICABLE SERVICE DESCRIPTION AND THIS SERVICE(S) AGREEMENT. YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING CNP's ACCEPTABLE USE POLICY. IN ADDITION, THE USE OF CNP’S SERVICE(S) BY A USER CONSTITUTES AN UNCONDITIONAL ACCEPTANCE OF AND AGREEMENT TO CNP’S TERMS OF SERVICE. CNP RESERVES THE RIGHT TO CHANGE OR MODIFY THE TERMS OF SERVICE AT ANY TIME WITHOUT NOTICE BY POSTING THE NEW AGREEMENT OR POLICIES. THESE MODIFICATIONS WILL BECOME EFFECTIVE IMMEDIATELY. YOUR CONTINUED USE OF THE SITE AND OR SERVICES INDICATES YOUR AGREEMENT WITH CNP's TERMS; THEREFORE, IT IS YOUR RESPONSIBILITY TO REVIEW THE TERMS OF SERVICE REGULARLY.
(a) “Company Content”
The content of User to be used online, as well as site design, proposed pages, navigation, articles, information, imagery, and any audio and video material, photographs, logos, trademarks, and other materials provided to CNP - Web Services by Company. CNP - Web Services shall have no rights in any User Content. All Customers are solely responsible for providing CNP - Web Services with the content, unless otherwise negotiated in the proposal process.
(b) “Customer(s)” means person(s) who register and purchase products/services through CNP.
The version on the Web Site, Documentation, Work Product, Site Specifications, and/or any other items to be delivered by CNP.
All instructions that are necessary or useful in order to assist User in maintaining, modifying and improving the Web Site, including without limitation all written materials developed pursuant to the Work Scope, such as linkage reports, the style guide (if any), all templates, specifications, programmers' notes, technical documentation and a listing of any Utilities required to implement or modify any of the functions of the Web Site.
(e) “Effective Date" means the date this Agreement is accepted by Customer selecting the "I Accept" option presented on the screen after this Agreement is displayed.
The detailed written description of the Web Site's functional and aesthetic aspects including, without limitation, the Web Site design, functions, computer program operating features, interfaces and technical requirements of User.
(g)“Statement of Work” (“SOW”)
It is a separate final written agreement between CNP and User, such as a Purchase Order or purchase through the customer portal system, or an approved quote, that specifies the end result sought by both, along with a detailed description of the resources required to render and accomplish those services.
The computer programs in human-readable form, including programmers' comments, data files and structures, header and including files, macros, object libraries, technical specifications, and documentation reasonably required or necessary to enable an independent third party programmer with an appropriate level of programming skills to create, maintain, modify or enhance the Web Site.
(i) "User(s)" means Customer, Customer’s employees, representatives, consultants, contractors, agents or affiliates who are authorized to use CNP’s services and have been supplied User identifications and passwords by Customer (or by CNP at Customer’s request).
The so-called HTML/CSS/CMS driven "home page" on the World Wide Web for User, and other linked pages and all portions thereof, capable of running in a satisfactory manner on a computer system to be specified by User, including without limitation, all HTML or other formatted text files, all related graphics files, data files, modules, routines and objects, and the computer software and all other script or program files required to exploit such materials and that collectively control the display of and user interaction with the Web Site and have the features and capabilities described in the Site Specifications, together with all corrections and revisions thereof and all maintenance thereto. Without limitation of the foregoing, "Web Site" includes the complete Source Code for the Web Site and all portions thereof, all material created by CNP - Web Services or its permitted subcontractors hereunder and all related data or information required to enable User to support, maintain and modify the Web Site.
2. Age Requirement:
You must be of adult age in your jurisdiction to agree to and enter into this Agreement on your own behalf and to register for use of the Service. If you are a minor, you must present this Agreement to your parent or legal guardian, and he/she must tick the box below to enter into this Agreement on your behalf. If you are a parent or guardian entering this Agreement for the benefit of your child, please be aware that you are fully responsible for his/her use of the Service, including all financial charges and legal liability that he/she may incur. If you do not agree to (or cannot comply with) any of these terms and conditions, do not attempt to access the Service.
You warrant that:
• The personal information which you are required to provide when You register is true, accurate, current and complete in all respects; failure to do so may result in suspension or cancellation of Services;
• You are not impersonating any other person or entity; and
• You will notify us immediately of any changes to the personal information by e-mailing or telephoning CNP's customer service representatives.
The initial term of this Agreement shall be as set forth in the Registration Form (the "Initial Term"). The Initial Term shall begin upon commencement of the Services to User. After the Initial Term, this Agreement shall automatically renew. ADDITIONALLY AFTER THE INITIAL TERM, YOU ACKNOWLEDGE, AGREE AND AUTHORIZE US TO AUTOMATICALLY BILL AND/OR CHARGE ON YOUR CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN THIS SECTION. The Initial Term and all successive renewal periods shall be referred to, collectively, as the "Term".
5. Billing and Payment:
a. User will pay to CNP the service fees for the Services in the manner set forth in the Registration Form or Statements of Work.
b. So that CNP Integrations can keep our costs to the customer as low as possible and provide the fastest response times to development needs, CNP requires a prepayment retainer equal to the amount of your established project support burn rate within the preset billing period; effectively reserving the CNP development team for the allotted time periods to support the project tasks and support requests. In order to respond effectively, CNP requires the flexibility in billing; since payment cycles are not always in sync with production schedules. As per CNP’s Terms of Service and SOW guideline the responsible customer authorizes CNP billable services CNP may engage in the burn rate of the allotted period; the customer is authorized to provide these services; and may bill up to an amount equal to twice of the initial burn rate from the previous billing period in order to complete the forecasted work. If prepaid monthly retainer is delinquent between increments, at the discretion of the CNP project manager, CNP may continue to work up to twice the allotted burn rate billed and then immediately suspend work, until further payment is received. For example: if the last prepayment for a designated time period covered 20 hours of work, CNP is authorized if required and deemed appropriate up to 40 hours within the same time period. Our project managers will inform the customer in regularly scheduled project meetings or by email regarding the status of the burn rate as CNP progresses through the life cycle of the project. This may require weekly, bi-weekly or monthly payments depending on the circumstances and rate of execution or resource requirements.
i. Each month the assigned development team submits hourly time sheets and these sheets are reconciled with submitted payments. The customer will receive a monthly email entitled "Monthly Account Statement". The email attachment will contain any new invoices applied to your account during the month. If there are any payment(s) applied to these invoice(s), an "invoice statement" will show the invoice(s) details as well as the applied payment(s). If at any time there are invoices from a previous period that remain unpaid on the account, CNP will also send an "account statement" as a reminder. The account statement will list each unpaid invoice and the total balance due. As the project manager assigns tasks during the month, the developers will log their time spent on these projects as billable hours to the customer’s account. The billable hours will be converted to an invoice at the end of each month. The billable time and the work notes will be listed as individual line items on the invoice. Often these work notes are truncated since there is limited space on the invoice. Should the customer have any questions relating to these line items, please contact the individual project manager.
ii. All customers are required to agree to CNP’s terms of service posted here on the web site. CNP has built this into our eCommerce check out process for the customer convenience. Customers with unique purchasing situations may request a credit application and apply for optional payment terms. This is subject to approval and review by the CNP Accounting and Finance Division and CEO or CFO.
iii. A burdened rate of 15% of the total selling price is added on to all products, components or materials purchased on clients behalf from Third party vendors.
c. All fees for web hosting or other Services are due in advance and shall be in accordance with CNP'S Fee Schedule. All subsequent fees and related charges shall be due and payable when billed, by any of the modes of payment listed in the Registration form, within 15 days after the date of the invoice. If any invoice is not paid within 15 days after the date of the invoice, CNP may charge User a late fee of $65.00 for; in addition any amounts payable to CNP not paid when due will bear interest at the rate of fifteen percent (15%) per month or the maximum rate permitted by applicable law, whichever is less.
d. All hosting fees and domain name renewal fees are due on or before the due date of the renewing account and/or domain name. Delay in remittance of these would result in suspension of services by CNP. CNP will not be liable for any losses incurred by the customer during the suspension period.
e. All unpaid balances incurred during period of service by CNP are subject to collection and/or legal action. If any invoice is not paid within sixty (60) days after the date of the invoice, CNP may retain a collection agency to recover the unpaid dues. If CNP collects any payment due at law or through an attorney at law or under advice therefrom or through a collection agency, or if CNP prevails in any action to which the User and CNP are parties, User will pay all costs of collection, arbitration and litigation, including, without limitation, all court costs and CNP's attorneys' fees.
f. If any check is returned for reason of insufficient funds, CNP may impose a minimum processing charge of $ 25.00.
g. In the event that any amount due to CNP is not paid when due, CNP, in its sole discretion, may immediately withhold or suspend Services, and/or terminate this Agreement.
h. CNP may levy a minimum $50.00 charge to reinstate accounts that have been suspended or terminated. Wire transfers will be assessed a minimum $30 charge. There may be a minimum $25.00 charge for all credit card chargebacks. A 15% restocking fee is charged for all 3rd party software products.
i. User acknowledges and agrees that CNP may pre-charge User's fees for the Services to its credit card supplied by User during registration for the Initial Term.
j. YOU ACKNOWLEDGE, AGREE AND AUTHORIZE US TO AUTOMATICALLY BILL AND/OR CHARGE ON YOUR CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN SECTION 3.
k. Any losses or expenses experienced by the User, due to actions taken by CNP in response to Users non-payment, are not the responsibility of CNP.
l. CNP reserves the right to change payment conditions and rates based on individual User circumstances. The User will be notified of any changes to the current terms of service prior to services being rendered.
6. Termination; Cancellation Policy:
a. This Agreement may be terminated or cancelled:
i. by either party by giving the other party thirty (30) days prior written notice provided that we may charge You a minimum $30.00 charge as an early cancellation fee;
ii. by CNP in the event of nonpayment by User;
iii. by CNP, at any time, without notice, if, in CNP's sole and absolute discretion and/or judgment, User is in violation of any term or condition of this Agreement and related agreements, AUP, or User's use of the Services disrupts or, in CNP's sole and absolute discretion and/or judgment, could disrupt, CNP's business operations; and/or
iv. by CNP as provided herein.
b. If you cancels this Agreement, upon proper notice to CNP, prior to the end of the Initial Term or any Term thereafter,
i. You shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation;
ii. CNP may (but is not obligated to) refund to you all pre-paid fees for basic hosting services for the full months remaining after effectiveness of cancellation (i.e., no partial month fees shall be refunded), less any setup fees, cancellation fees, and any discount applied for prepayment, provided that, You are not in breach of any terms and conditions of this AUP, User Agreement, Anti-Spamming Policy or Domain Policy; and/or
iii. CNP may charge You fifteen percent (15%) of all charges for all Services for each month remaining in the Term (other than basic hosting fees as provided in (ii) above) and a twenty-five percent (25%) of all charges as a restocking fee.
iv. Any cancellation request shall be effective fourteen (14) days after receipt by CNP, unless a later date is specified in such request.
c. CNP may terminate this Agreement, without penalty,
i. if the Services are prohibited by applicable law, or become impractical or unfeasible for any technical reasons, Terms of Service or regulatory reason, by giving User as much prior notice as reasonably practicable; or
d. Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. The provisions of Sections 2(d), 3B, 4, and Sections 3, 4 and 5 of the General Clauses of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement. Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other Terms of Service or equitable rights or remedies to which CNP may be entitled.
I. WEB HOSTING SERVICES
(Web Hosting applies only when CNP is providing Web Hosting)
A. IP Address Ownership
If CNP assigns a User an IP address for use with the subscription, the right to use that IP address shall belong only to CNP and the User shall have no right to use that IP address except as permitted by CNP. CNP shall maintain and control ownership of all IP numbers and addresses that may be assigned to subscribers by CNP. CNP reserves the right to change or remove all such IP numbers and addresses in its sole and absolute discretion, at any time.
B. Data Transfer and Disk Usage
User agrees that bandwidth and disk usage shall not exceed the maximum number of megabytes per month for the service plan subscribed by the customer ("Agreed Usage"). Hosting space is intended for normal use only, and is limited to Web files, e-mail and content of the hosted Web sites, not for storage of media or other data. Hosting space may not be used as offsite storage for electronic files or for third party electronic mail or FTP hosts. You are responsible for removing any files which do not meet these requirements, and for adhering to any hosting space (disk usage) limits allocated to your account(s). Failure to do so may result in removal and deletion of such materials, and/or in discontinuation of your services or account, which actions we may take in CNP's sole discretion. CNP will monitor User's bandwidth and disk usage. CNP, in its sole discretion, shall have the right to take any corrective action if User's bandwidth or disk usage exceeds the Agreed Usage or other improper storage or usage. Such corrective action may include the assessment of additional charges, disconnection or discontinuance of any and all Services, removal or deletion of User's Web site, User Content, User's electronic mail services and/or other materials or termination of this Agreement, which actions may be taken in CNP's sole and absolute discretion. If CNP takes any such corrective action under this section, User shall not be entitled to a refund or credit of any fees paid prior to such action.
User will comply with all applicable laws, rules and regulations regarding User's Web site, User Content and/or User's electronic mail services and will each, including bandwidth, disk space and other resources only for lawful purposes. User may not utilize: the Services to copy material from third parties (including text, graphics, music, videos or other copyrightable material) without proper authorization; the Services to export encryption software to points outside the United States in violation of applicable export control laws; the Services to forge or misrepresent message headers, whether in whole or in part, to mask the originator of the message. If CNP learns or discovers that User is violating any law related to User's Web site, User Content and/or User's electronic mail services, use of bandwidth, disk usage or Agreed Usage, CNP may be obligated to inform the necessary law enforcement and/or any related agency(ies) of such conduct and may provide such agency(ies) with information related to User, User's Web site, User Content and/or User's electronic mail. User is responsible for bandwidth utilization, and monitoring bandwidth use to ensure the Web site does not exceed the bandwidth allocated for the account(s) and otherwise complies with this Agreement. CNP will use commercially reasonable efforts to e-mail Users who are at or near their bandwidth utilization limits, but CNP does not take responsibility if e-mail notification(s) is not received by the User. CNP reserves the right to discontinue service through the beginning of the next month for your account in the event that it exceeds the bandwidth allotment.
i. grants to CNP a license to cache the entirety of the User Content and User's Web site, including content supplied by third parties, hosted by CNP under this Agreement and
agrees that such caching is not an infringement of any of User's intellectual property rights or any third party's intellectual property rights..
In the event a security breach is detected the User is required to immediately contact CNP and provide the detail steps that have been taken to prevent the breach from happening. Upon receiving the report of the security beach CNP will contact the Massachusetts Attorney General Office and the Consumer Affairs and Business Regulation Department and will provide by law the report regarding the detailed steps that have been taken to prevent the breach from occurring (this requirement takes effect in MA in January 2009).
8. User's Responsibilities:
a. User is solely responsible for the quality, performance and all other aspects of the User Content.
b. User will cooperate fully with CNP in connection with CNP's provision of the Services. Delays in User's performance of its obligations under this Agreement will extend the time for CNP's performance of its obligations that depend on User's performance.
c. Because the Services permit Users to electronically transmit or upload content directly to the User Web site, User shall be fully responsible for uploading all content to the User Web site and supplementing, modifying and updating the User Web site, including all back-ups. User is also responsible for ensuring that the User Content and all aspects of the User Web site are compatible with the hardware and software used by CNP to provide the Services, as the same may be changed by CNP from time to time. CNP shall not be responsible for any damages to the User Content, the User Web site or other damages or any malfunctions or service interruptions caused by any failure of the User Content or any aspect of the User Web site to be compatible with the hardware and software used by CNP to provide the Services, or other 3rd party back up systems.
d. Unless CNP is otherwise contracted to do so, the User is solely responsible for making back-up copies of the User Web site and User Content. CNP does not maintain backup copies of User Web sites or e-mail. CNP cannot guarantee that the contents of a Web site will never be deleted or corrupted, or that a backup of a Web site will always be available. Users should always copy all content of a Web site to a local computer and CNP strongly suggest that Users make an additional copy (on tape, CD, multiple floppies, another desktop, or elsewhere) to ensure the availability of the files. CNP does not guarantee any performance of 3rd party hardware or software system for back up services.
e. If You have enrolled in a free plan, Your Web site may carry advertising HTML for CNP or a third party, which could include different types of advertisements, including banners or pop-ups. If You would prefer not to have such advertising on your Web site, You are required to sign up for a plan that does not include advertising. CNP disaffirms any association with 3rd party advertising and provides no warranty for products or services advertised through the advertising.
f. The User shall not upload: (i) material that provides sells or offers to sell the following: controlled substances, illegal drugs and drug contraband, weapons, pirated materials, instructions on making, assembling or obtaining illegal goods or weapons to attack others, (ii) any racist, intolerant, "hate", defamatory, "stalking", invitations to fight, threatening or any communication of any nature, (iii) infringed copyrights and trademarks or misappropriated information or illegally destroy others property and (iv) pornography, nudity, sexual products, programs or services and escort services.
g. Spamming, whether or not it overloads the Services or disrupts service to CNP’s Users, is prohibited. The term "spamming" includes, but is not limited to, the sending of unsolicited bulk and/or commercial message over the Internet or maintaining an open SMTP policy. CNP reserves the right to determine, in its sole and absolute discretion, whether e-mail recipients were from an opt-in email list.
h. "Hacking" and related activities are prohibited. "Hacking" includes, but is not limited to, the following activities: illegally or without authorization, accessing computers, accounts or networks, penetrating or attempting to penetrate security measures, port scans, stealth scans, and other activities designed to assist in hacking.
9. User's Representations and Warranties:
a. User hereby represents and warrants to CNP, and agrees that during the Initial Term and any Term thereafter User will ensure that:
i. User is the owner or valid licensee of the User Content and each element thereof, and User has secured all necessary licenses, consents, permissions, waivers and releases for the use of the User Content and each element thereof, including without limitation, all trademarks, logos, names and likenesses contained therein, without any obligation by CNP to pay any fees, residuals, guild payments or other compensation of any kind to any Person;
ii. User's use, publication and display of the User Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any person, including, without limitation, any contractual, statutory or common law right or any "moral right" or similar right however denominated;
iii. User will comply with all applicable laws, rules and regulations regarding the User Content and the User Web site and will use the User Web site only for lawful purposes; and
iv. User shall use its best efforts to ensure that the User Content is and will at all times remain free of all computer viruses, worms, Trojan horses and other malicious code.
v. User shall not use anonymous proxy scripts on CNP's servers. They are very abusive to the server resources, affecting all users on that server. If a user script is found to be in violation of this clause, or is found to be overwhelming system resources, the user may be requested to remove the script. In cases of system resource abuse, CNP reserves the right in its sole and absolute discretion to remove such proxy scripts without prior warning and/or suspend the user account until further review.
b. User shall be solely responsible for the development, operation and maintenance of User's Web site, online store and electronic commerce activities, for all products and services offered by User or appearing online and for all contents and materials appearing online or on User's products, including, without limitation
i. the accuracy and appropriateness of the User Content as well as content and material appearing in its store or on its products,
ii. ensuring that the User Content as well as content and materials appearing in its store or on its products do not violate or infringe upon the rights of any person, and
iii. User shall be solely responsible for accepting, processing and filling User orders and for handling its Customers’ inquiries or complaints. User shall be solely responsible for the payment or satisfaction of any and all taxes associated with its Web site and online store.
10. CGI Scripts:
Each CNP account comes fully equipped with its own pre-configured CGI-Bin. Users are free to use any CGI-Scripts provided with their account or add any additional ones they require. CNP reserves the right to determine, in its sole and absolute discretion any CGI-Scripts that adversely affect the server performance or the network integrity and shall be shut down without prior notice. CGI-Script sharing with domains not hosted by CNP is not allowed.
11. Copyright Notice Infringement Information:
In accordance with the Digital Millennium Copyright Act, CNP has adopted a policy that provides for termination of websites hosted by CNP that are found to infringe on copyrights of third parties. If a copyright holder believes that there has been a violation of his/her copyright on a website that is hosted by CNP or its subsidiaries, CNP will remove the website or disable the material at the written request of the copyright holder, if the copyright holder provides CNP with the following information:
a. A signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed. Identification of the copyrighted work that is claimed is being infringed, or, in the case of claimed infringement of multiple copyrighted works, a representative list of such works.
b. Identification of the material that is claimed to be infringing or is the subject of infringing activity with reasonably sufficient information to permit CNP to locate the material.
c. Contact information such as an address, telephone, and, if available, an electronic mail address of the owner, or the person authorized on behalf of the owner of the exclusive right that is allegedly infringed.
d. A statement that the person giving the notification has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
e. A statement that the information in the notification is accurate, and under penalty of perjury, that the person giving the notification is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.