Spaceship Web Hosting and Web Development Agreements

1. General Terms

• To use our Service, you must be over eighteen (18) years old and have the necessary power and authority to enter into these Terms. You must not, in using the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You agree not to reproduce, duplicate, copy, sell, resell or exploit any part of the Service, the use of the Service, or access to the Service without the express written permission of the Company.
• You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions across various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You must not transmit any worms or viruses or any code of a destructive nature. You agree not to interfere with or attempt to disrupt the proper functioning of the Service or any activities conducted on the Service.
• The Company may monitor, cancel, or suspend Your Service at any time. The Company may immediately cancel, without prior notice, your ability to access the Service or parts of it for any reason, including, without limitation: (i) if you breach or fail to strictly comply with any term or provision of these Terms, (ii) if we determine that your use has created or will potentially create legal risk or exposure for the Company, or (iii) in response to requests from law enforcement or other government agencies.
• You acknowledge and agree that any cancellation or suspension of Your Service may be made by us at our sole discretion and that we shall not be liable to You or any third party for any cancellation or suspension of Your Service or access to the Service.
• The Company may use third-party features and/or hosting partners to provide the necessary technology to operate the Service. You agree to indemnify, defend, and hold harmless the Company and its suppliers from any loss, cost, liability, and expense arising from or related to your data, your use of the Service, or your violation of these terms.
• Due to the combination of resources required, development cost, or desired delivery time, some customization requests are not possible. We cannot guarantee that a solution is available for any customization request.

2. Privacy Laws

• You acknowledge and agree that any personal information, emails, and/or client data provided by You to the Company or data collected by You or through your use of our Service, have been legally collected in accordance with applicable privacy laws, including the General Data Protection Regulation (GDPR). We will not be responsible for any breach on your part of privacy laws. We commit to using the data we collect only for the purposes set out in our Privacy Policy and will comply with our obligations to keep such data secure.

3. Spaceship Web Payment Terms

• You agree to pay the Company an initial development fee (the “Initial Fee”), which is due immediately upon registration, and a monthly hosting and service fee (the “Monthly Fee”) as dictated on the Website (depending on the products chosen during or after registration), starting immediately after development begins.
• IDX services are not included in the initial fee or current fee and are considered a separate cost.
• The Company reserves the right to increase prices at any time with a written notice of thirty (30) days.
• The Company will issue the Invoice to the Client for payment. Payment must be made upon receipt. Any invoice unpaid within ten (10) business days from its receipt will be considered overdue and may be subject to late charges.
• The Company reserves the right to apply a finance charge of 2% per month or the maximum amount permitted by law on the unpaid amount of an invoice. A late charge may be levied on overdue accounts. If the Company exercises its right to levy a late charge, the Client’s payments will first be applied to accrued interest and then to the unpaid principal balance. The Client will also be responsible for all attorney and collection fees arising from the Company’s efforts to collect any unpaid balance of the Client’s service(s).
• The initial fee is 100% refundable if the Client requests a refund before work on the website begins and provided the refund request is made within three (3) months from the time of purchase.
• The initial fee is considered non-refundable once work has begun and the site has been provisioned. Any other fee incurred as a result of a work order or work requested by the Client will not be refundable.
• All Clients whose hosting fees are up to date will receive ongoing services for their website in the form of updates, feature upgrades, or others, as such updates are released by the Company and its Partners. The Company reserves the right to determine the schedule of Scheduled Updates. Any work performed by the Company on the Client’s website beyond the Scheduled Updates must be agreed upon in writing, and will be billed at the agreed-upon rate. The invoice will be payable upon receipt.
• For special orders, an urgent order can be requested at a rate of 1.5x times the agreed-upon rate. Special orders that must be completed within two (2) business days from the Client’s request will be considered urgent orders and may be subject to higher fees.
• The Company commits to working with the Client to identify any customization requests before starting work on a site, as well as working to explore alternatives in cases where a specific request is not available. In the event that a “customized” solution is available, the Company commits to discussing with the Client the implementation, development cost, and timeline for approval before beginning work.
• The Company restricts chargebacks of any kind. If the Client has an issue with the services or fees, they should email the address stated in section 17.2.3 of this Agreement to address the matter.

4. Terms & Termination

• This Agreement shall become effective on the date you place an order for Services and shall remain in effect until its termination.
• This Agreement may be terminated immediately by either party by written notice to the other.
• This Agreement shall be terminated if either party fails to comply with any of the substantial obligations set forth herein, and the defaulting party does not remedy such breach within twenty (20) days from receipt of the breach notice.
• This Agreement may be terminated by the Company in the manner indicated above:
  • immediately if the Client fails to pay any of the fees stipulated herein;
  • if the Client fails to cooperate with the Company or impedes the Company’s ability to provide the Services under this;
  • if the Client includes on their website adult material or material considered illegal, immoral, or inappropriate in any jurisdiction;

  and/or

  • if the Client includes on their website any material that infringes the intellectual property rights of third parties.

5. Service Conditions

• After the initial fee is paid, we will set up and customize the website for the client according to their specifications. Once the initial customization is completed and the site is transferred to the Client’s main domain, the Client can update and manage their website content by contacting the company through the communication means provided by the company. The customized website will be hosted only on our servers and cannot be transferred to a third-party hosting provider. The Company does not support the installation of third-party plugins or products on its network. If the Client wishes to use third-party features, they must install them on their own. The Company may provide options for third-party embeddable scripts on the front-end only and cannot guarantee functionality.
• For custom-designed websites, the Company commits to working with the Client for three (3) rounds of revisions without incurring additional costs. If the scope of the project changes, or the work needs to be “redone” (such as in the case of a logo change, brokerage change, or more generally, a substantial modification of the original agreed project scope), the Company reserves the right to charge additional fees for the resulting work. Please see Appendices A and B for a complete list of works that fall outside the scope of the Company’s site setup process and the labor rate list.
• We do not monitor the content of our clients’ websites. However, you agree not to include any content in your customized website that infringes upon anyone’s intellectual property, including, but not limited to, copyrighted texts, copyrighted images, and trademarks.
• Hosting includes 400Mb (megabytes) of storage space for text, documents, and images.
• The Company will guarantee 99% uptime for the website in any given month. Scheduled maintenance time of less than five hours per month will not count towards the downtime guarantee.
• The Company does not provide email hosting solutions but will assist Clients in ensuring that existing email settings are configured and functional on the completed custom website. Should the Client request assistance from the Company in setting up their emails on third-party servers, the Client acknowledges that their email may stop functioning for an unidentified period and agrees to release the Company from all liability for such events.
• The Company retains the right to display a link, including a linked image, to our websites, including, among others: https://spaceshipweb.com

6. Internet Data Exchange (IDX)

• The company commits to integrating the third-party Internet Data Exchange service provider chosen by the Client (the “IDX Solution”) into the customized website.
• It is the Client’s responsibility to review the chosen IDX solution to ensure full compatibility with the “Client’s” objectives within the customized website, including all functionalities.
• The Company will not be responsible for any issues arising directly from the IDX Solution (including, but not limited to, server outages, MLS revocations, or other issues not a direct consequence of the Company’s fault).

7. Domain Name System (DNS)

• The company uses Cloudflare as DNS and proxy for protection against DDoS / hacking attacks by automated scanners.
• For the company to protect and preserve the integrity of its servers, it requires that the DNS for the Clients’ website be fully managed through the Company’s Cloudflare account.
• At its discretion, The Company may choose to grant certain exceptions to this term, as detailed in Appendix C.

8. Disclaimer and Warranties

• The Company does not represent or warrant that the Service or other information provided, regardless of its source, is accurate, complete, reliable, current, or error-free. The Company disclaims all liability for any inaccuracy, error, or incompleteness in the Service. The Service and any third-party software and services are provided “as is”, without any warranty. The Company and such third parties expressly disclaim, to the fullest extent permitted by law, all express, implied, and statutory warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, title, and non-infringement of proprietary rights, and any warranties regarding the security, reliability, timeliness, and performance of the software or service and such third-party software or services.
• You acknowledge that you will keep a backup of any content you upload and/or transmit through the Service and that the Company will not be responsible in the event of loss of content.
• You will not upload or transmit through the Site any material that violates or infringes the rights of others, or that is threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable, containing harmful formulas, recipes, or instructions, encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law.
• All testimonials or examples shown through the company’s website are only examples of what may be possible. No specific outcome can be guaranteed based on the use of the Service. You acknowledge that the Company has made and makes no representation as to future outcomes that may be derived as a result of using the Service.

9. Intellectual Property Rights

• The company website will only be hosted on our company’s servers. The client has no right to transfer the website to another hosting provider. The Company will retain all intellectual property rights of the website, including all copyright, in any circumstances, including termination of this Agreement by either party. You will not copy, imitate, modify, alter, amend, or use any part of the intellectual property without our prior written consent. Nothing in this Agreement will transfer to the User the ownership or rights over any of the Company’s intellectual property, nor grant any right or license other than those set forth in this Agreement.
• All data, texts, and images uploaded by the Client to the website will remain the property of the Client. You agree that all content you upload and/or transmit through the Service is your property. You agree that you own the copyright or have the proper permissions for all content and images you upload and/or transmit through the Service. The Company will not be responsible for any copyright claim against your content. If you believe that material available on our Site infringes your copyright, please notify us by sending a notice of the Millennium Copyright Act (DMCA). Upon receiving a valid and complete notification, we will investigate, remove the material, and make a good faith effort to contact by email the user who uploaded the material.

10. Exclusion of Warranties

• The Company warrants that its Services will be provided by personnel possessing competencies consistent with the applicable industry standards. No other representation, express or implied, nor any warranty is included or intended in this Agreement, nor in any report, opinion, deliverable product, work product, document, or otherwise. Furthermore, no efficacy or value of any website, customized website, or hosting service is guaranteed.
• THIS SECTION SETS FORTH THE SOLE WARRANTIES PROVIDED BY THE COMPANY IN RELATION TO THE SERVICES AND RELATED WORK PRODUCT. THIS WARRANTY IS EXPRESSLY GRANTED IN PLACE OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR OTHERWISE. THE COMPANY DOES NOT GUARANTEE THE CLIENT’S WEBSITE PLACEMENT ON SEARCH ENGINES.
• THE COMPANY ONLY PROVIDES A SERVICE TO ITS CLIENTS. ALL SOFTWARE, INFORMATION, CONTENT, MATERIAL, FILE, DATABASE, TECHNIQUE, PROGRAM, OR ANY OTHER TOOL OR DATA DEVELOPED AND USED FOR THE CREATION AND/OR USE OF THE CUSTOMIZED WEBSITE SERVICES AND HOSTING SERVICE OR SERVICES BELONG EXCLUSIVELY TO THE COMPANY, AND WILL NOT BE TRANSFERRED TO CLIENTS. CLIENTS MAY ONLY USE THE COMPANY’S SERVICES ON THE COMPANY’S SERVERS AND WITHIN THE COMPANY’S INFRASTRUCTURE.

11. Limitation of Liability

• YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES ARISING OUT OF YOUR USE OF THE SITE OR SERVICES. FURTHERMORE, SPACESHIP WEB IS NOT RESPONSIBLE FOR DAMAGES RELATED TO (I) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE; (II) LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL, OR DATA; AND (III) THEFT, DESTRUCTION, UNAUTHORIZED ACCESS, ALTERATION, OR USE OF YOUR INFORMATION OR PROPERTY BY THIRD PARTIES, REGARDLESS OF OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE OF AN ESSENTIAL PURPOSE AND WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. THE FOREGOING APPLIES EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE DAMAGES. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE COMPANY’S CUMULATIVE LIABILITY TO YOU EXCEED THE TOTAL FEES YOU HAVE PAID US IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION.

12. Third-Party Resources

• The Site and/or Service may contain links to third-party websites and resources. You acknowledge and agree that we are not responsible for the availability, accuracy, content, or policies of third-party websites or resources. Links to such websites or resources do not imply any endorsement or affiliation with the Company. You are solely responsible and assume all risks arising from your use of such websites or resources.

13. Waiver of Claims

• Under no circumstances shall the Company be liable to any party for any type of direct, indirect, special, incidental, or consequential damages for any use of or reliance on our Service. Hereby, you waive any claims against the Company, including those related to personal or business interruptions, misapplication or information, or any other loss, condition, or issue.

14. Indemnification

• The Client shall indemnify, defend, and hold harmless the Company against any liability, damage, loss, or expense (including reasonable attorneys’ fees and litigation costs) incurred by or imposed on any of the Company in connection with any first, second, and/or third-party claims, judgments, actions, demands, or judgments (“Claims”) under any theory of liability (including, but not limited to, actions in the form of tort, warranty, or strict liability) arising from or related to the practice or use of any Company Technology or Joint Technology (or any part thereof) by the Company, its Affiliates, or any of its Sublicensees, or relating to any product, process, or service manufactured, used, or sold under any right or license granted by the Company under this Agreement.

15. Applicable Law and Dispute Resolution

• These Terms (and any other rules, policies, or guidelines incorporated by reference therein) shall be governed and construed in accordance with the laws of the State of San Luis Potosí, Mexico, without giving effect to any principles of conflicts of law.
• If any provision of this Agreement is or becomes invalid, illegal, or unenforceable under applicable law, the remaining provisions of this Agreement shall not be affected and shall remain in full force and effect.
• If a dispute is not first resolved by good faith negotiation between the parties to this Agreement, any controversy or dispute to this Agreement shall be submitted to the Mexican Arbitration Center.
• Arbitration shall occur within ninety (90) days from the date of the initial demand for arbitration and shall take place in San Luis Potosí, San Luis Potosí or by telephone.
• The Parties shall cooperate to exchange and expedite the presentation of evidence as part of the arbitration process and cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period.
• The written decision of the arbitrators (which shall stipulate the payment of costs, including attorneys’ fees) shall be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of competent jurisdiction, either as a judicial judgment or decree in equity, as circumstances may indicate.

16. Assignment

• These Terms bind and inure to the benefit of the parties’ successors and assignees. You may not assign, delegate, or otherwise transfer these Terms.
• Any transfer, assignment, or delegation by you shall not be valid. The Company reserves the right to transfer this Contract without written authorization from the Client.

17. Miscellaneous

18. Entire Agreement; Waiver; Headings

This Agreement constitutes the entire agreement between you and the Company concerning the Site and Service and supersedes all prior and contemporaneous agreements, representations, and understandings between us. No waiver of any of the provisions of this Agreement by the Company shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall constitute a continuous waiver. No waiver shall be binding unless executed in writing by the Company. The headings of the topics in this Agreement are included solely for convenience and shall not affect the interpretation of any of its provisions.

If you have any questions or concerns about these Terms, please email: support@spaceshipweb.com

Updated: February 2023

Appendix A

Out of Scope Work

The following is a list of tasks related to work that is defined here as “out of scope“ for the setup of an Spaceship Web site.

Site Imports or Migrations:

If the client requires an existing site or the content of an existing site to be migrated to the Spaceship Web website being created - the Client and the Company should discuss and formulate a strategy in advance. Some site migrations are more complicated than others. For these reasons, each situation should be treated as unique.

301 Redirects:

301 redirects are considered Google’s “best practice” when moving from one web host to another and can be implemented to preserve most of the SEO from previous sites while transitioning.

Additional Pages / Widgets / Sidebars / Custom Page Formatting - If the Client requires additional “special” pages to be created and customized within the site - the Company will generally try to accommodate, however, reserves the right to quote additional fees for high-volume requests.

Appendix B

FEES

• Data Entry: Defined as manual data entry.
  $25.00 Per hour
• General Labor Rate: Defined as general labor that does not require knowledge of programming languages.
  $50.00 Per hour
• Landing Page Customization / Interior Page Design: The Company’s general “design” rate includes customization of the landing page.
  $100.00 Per hour
• Coding Work / Custom Work Rate: Defined as labor requiring knowledge of programming languages.
  $150.00 Per hour
• Add-Ons:
  Costs vary. Visit: https://spaceshipweb.com/#plans to confirm additional expenses.

Appendix D

Hosting, Maintenance and Support