Terms and Conditions
Client agrees that invoicing for services will occur monthly in advance and payment is due net 15. Payments received in excess of 30 days from invoicing are considered late and subject to a late fee of 1.5% per month. Client agrees to pay a fee of $50 for returned checks.
Limitation of Liability and Indemnity – Security
GAUSS DIGITAL is not responsible for any security breaches affecting servers or accounts. If your server or domain is responsible for or involved in an attack on or unauthorized access into another server or system, then you will notify GAUSS DIGITAL immediately, and GAUSS DIGITAL will have the right to respond accordingly, including without limitation the right to identify, isolate, and block the source of the attack. The customer understands that alterations to existing applications or programs and the implementation of new applications or programs can result in a security breach.
Limitation of Liability and Indemnity – Monitoring User Activity
Users voluntarily engage in the activity of Internet use and bear the risks associated with that activity. GAUSS DIGITAL exercises no control over and expressly disclaims any obligation to monitor its customers and other Users with respect to breaches of this Agreement or any content of the information made available for distribution via the Services, including without limitation, any information passing through GAUSS DIGITAL’ host computers, network hubs and points of presence, or the Internet, or any content that may be posted by any User on any website. In no event will GAUSS DIGITAL have any liability to you or any third party for unauthorized access to, or alteration, theft, or destruction of information distributed or made available for distribution via the Services through accident, or fraudulent means or devices.
Limitation of Liability and Indemnity – Interruption of Service
GAUSS DIGITAL will not be liable for any temporary delay, outages, or interruptions of the Services. Further, GAUSS DIGITAL is not liable for any delay or failure to perform its obligations under this or any other Agreement, where the delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications, or third-party supplier failure). GAUSS DIGITAL cannot guarantee that (a) access to the Services will be uninterrupted or error-free, (b) defects will be corrected, or (c) the Services will be secure. The customer understands that alterations to existing applications or programs and the implementation of new applications or programs can result in an interruption of service.
Limitation of Liability and Indemnity – Loss of Data
GAUSS DIGITAL will not be liable for any loss of data. The customer is responsible for ensuring that adequate backups are being done at a frequency determined by the customer. The customer is solely responsible for the audit of these backups whether scheduled or arranged by GAUSS DIGITAL or by the customer. The customer understands that alterations to existing applications or programs and the implementation of new applications or programs can result in the loss of data.
Limitation of Liability and Indemnity – Customer Indemnity
You agree to indemnify, defend, and hold harmless GAUSS DIGITAL and all employees, officers, directors, partners, representatives or any such entity, from and against any and all third party claims, damages, losses, liability, causes of action, judgments, costs, or expenses (including, without limitation, reasonable attorney’s fees) asserted against or suffered by GAUSS DIGITAL arising out of any breach of this Agreement by you, your Users, or your customers.
Limitation of Liability and Indemnity – Search Engine Changes
GAUSS DIGITAL will not be liable for any changes made to criteria used by search engines such as Google, Yahoo, Bing and others. Customer understands that search engines do not disclose the criteria they use for listing websites in search results and change criteria arbitrarily from time to time and such changes may affect work done by GAUSS DIGITAL. GAUSS DIGITAL will use best practices in performing its functions and if changes affect website, GAUSS DIGITAL will re-optimize pages as needed. In addition, GAUSS DIGITAL assumes no liability for any changes made to website by customer or agents of the customer.
Limitation of Services – Consulting Hours
Consulting hours are limited by contract amount and are not to exceed allowances. Hours accrue for the services outlined in the Services Agreement and do not roll over each month. If Client requires additional consulting hours Consultant agrees to notify Client if hours reach 80% of hours specified in the Service Agreement and discuss the need for additional hours which would be considered Out-of-Scope. Consultant will make best efforts not to exceed the allotted hours and provide documentation of hours in the event of overage.
With respect to Services rendered by GAUSS DIGITAL in the United States of America, this Agreement will be governed by, and construed in accordance with, the laws of the state of New York and all disputes arising out of or related to this Agreement will be brought exclusively in the courts located in the state of New York; provided, however, that neither party will be prevented from enforcing any related judgment against the other party in any other jurisdiction.
Third Party Products
For your convenience, GAUSS DIGITAL may provide you access to Third Party Products through certain Third Party Vendors. Neither GAUSS DIGITAL nor any Third Party Vendor makes any representations or warranties of any kind, express or implied, regarding any Third Party Products. You agree that will not (a) copy any license keys or otherwise decrypt or circumvent any license key, (b) run Third Party Products on a second system or through any other hosting provider, (c) remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that appear on or during use of any Third Party Product, or (d) reverse engineer, decompile, or disassemble any Third Party Product, except to the extent that such activity is expressly permitted by the Third Party Vendor or applicable law. You agree to observe the terms of any license or applicable end user subscriber agreement for Third Party Products and GAUSS DIGITAL will not have any liability for your use of any Third Party Products or any violation of any license agreements or end user subscriber agreements that govern such Third Party Products. You will be solely responsible for any additional software of products that you install or use in conjunction with the Services.
The customer understands that the intent of these terms of service is to eliminate all liability of GAUSS DIGITAL and to completely indemnify GAUSS DIGITAL. The customer agrees that any exceptions to these terms must be clearly stated in a separate agreement and must specifically reference the relevant item in these terms of service.
Changes to Terms of Service
GAUSS DIGITAL reserves the right to change the terms of service. A revised Terms of Service will be posted at least 10 business days prior to its effective date. Your continued use of products and services provided by GAUSS DIGITAL following the posting of changes to these terms will constitute acceptance of these changes.