Terms & Conditions

This is a legal agreement between you (Customer), either a single end-user or a single entity, and The Intersoft Group Inc. (Intersoft).

1) GRANT OF LICENSE - Subject to payment of applicable license fees, Intersoft grants to customer a non-exclusive, limited license to use the Xsellit eCommerce System (Application). Except for the foregoing, customer may not re-distribute the application in whole or in part, either separately or included with a product. Customers purchasing the Software as a Service (SaaS) Editions of the application have the right to access and use the application only through the web pages designed for that purpose. SaaS Edition licenses are non-transferable. Customers purchasing other non-SaaS Editions have the SaaS rights as well as the right to install and run the application on any compatible web server. Non-SaaS Edition licenses are transferable with Intersoft’s consent.

2) CUSTOM GRAPHIC LOOK - Applications that are purchased with a custom look and feel are allowed no more than one (1) hour of non-chargeable graphical review changes. These review changes cannot change the functionality of the Application. When we have completed the design, we will notify the customer by email and place the graphic on our Internet server for the customer's review. The Customer has a review period of five (5) business days after notification to submit review changes. Customer will incur hosting and maintenance charges beyond the specified period. Upon Customer request, Intersoft may extend the review period. The customer will be billed at current graphic design rates for changes exceeding the allotted review time. Any review changes must be ordered prior to publishing. Changes made to the site after publishing constitute a separate order.

3) CUSTOM FUNCTIONALITY - Applications purchased with custom functionality will have that functionality described on a separate web design order.

4) TRAINING – Training is chargeable at current training rates.

5) PAGE CONTENT – Page Content creation is the responsibility of the customer. If the Content Population Service was purchased, content of web pages, both text and graphics, are to be supplied by Customer unless otherwise specified on order. Content is to be supplied on Windows compatible media. Graphics shall be in gif, jpeg, or png format. Text shall be in ASCII or Microsoft Word format. Customer agrees to supply all content within thirty (30) days of the date on the order. If Application is to be integrated into Customer's current website's look & feel only the number of pages ordered will be integrated. All other non-integrated pages will be lost.

6) COPYRIGHTS & TRADEMARKS - The Application is owned by Intersoft, and is protected by United States copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Application is licensed, not sold. All rights not explicitly granted under these terms and conditions are hereby reserved. Copyrights to Template Graphic Designs are held by their respective owners. The Customer represents to The Intersoft Group, Inc. and unconditionally guarantees that any elements of text, graphics, photos, trademarks, designs, or other element furnished to Intersoft for inclusion into web pages are owned by the Customer or that the Customer has permission from the owner to use each of these elements, and will hold harmless, protect, and defend Intersoft from any claim or suit arising from the use of such elements furnished by Customer. Intersoft maintains the right to transfer or license application to other parties, or to reuse them in whole or in part in other projects, subject in each case to Intersoft’s obligations under Customer’s license rights herein. Such software and/or scripts will not be deemed “works made for hire” (under the United States Copyright Act) or “joint works of authorship” or any other designation tending to imply that Customer has or retains ownership or authorship rights thereto.

7) DELIVERY. Delivery of the xSellit Storefront project takes place when the project is placed on a public facing Internet URL and the customer is notified via email.

8) NO WARRANTY - The Application is provided "AS IS" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The entire risk arising out of use or performance of the application remains with the Customer.

9) LIMITATION OF LIABILITY - Intersoft shall not be liable for any special, incidental, indirect or consequential damages arising out of the use, or inability to use the Application. In any case, Intersoft's cumulative liability shall not exceed the amount paid by the Customer for the license. Some states do not allow the exclusion or limitation of liability, so the above may not apply to the Customer.

10) PAYMENT – All setup and any custom graphics fees are to be paid in full and in advance unless otherwise specified on the face of the order. Monthly fees are due in advance. Monthly fees will start immediately unless customization is purchased. In that case fees will start when the xSellit Storefront Completed email is sent. Usage fees are billed on the 1st of the month following the usage. Monthly fees and Usage fees shall be automatically charged to your payment method on file. Customer agrees to pay any applicable sales, use, or excise tax on this order or any part of it. Customer agrees to maintain a valid payment method, either credit card or checking account information, on file with Intersoft. FEES ARE NOT REFUNDABLE.

11) NON-PAYMENT - Customer will be charged $25.00 for each returned check or each incident of refused credit. Any payment not received by the due date may result in interruption of service. Payments over thirty (30) days delinquent will be subject to a finance charge of 20% and the Application and any services shall be suspended (deactivated).

12) COLLECTION - In the event collection proves necessary, Customer agrees to be responsible for all Intersoft's fees, including but not limited to reasonable attorney’s fees, incurred by that process.

13) CREDIT CARD PAYMENTS - Customer understands and agrees that this agreement is governed by the laws of the State of Ohio. The Rules and Regulations of credit card companies do not control this agreement. Customer agrees to pay a processing fee of $100.00 for each chargeback Intersoft receives from Customer’s credit card company regardless of the outcome of the chargeback. Customer understands and agrees that a credit card company chargeback decision does not absolve customer from his/her obligations under this agreement. Intersoft shall vigorously pursue all payments due Intersoft under this agreement using every legal method available including collection agency services and litigation. Customer agrees to be responsible for all Intersoft's fees, including but not limited to reasonable attorney’s fees, incurred by Intersoft’s pursuit of payment.

14) DEACTIVATION & REACTIVATION - Shall Customer fail to pay any ongoing fees or charges due the application shall be deactivated so their Application will no longer be accessible from the Internet. To reactivate the Application customer shall pay any past due fee's plus current monthly fee and an activation fee of $75.00 to reactivate the Application. SHOULD SAID FEES OR CHARGES FALL MORE THAN 90 DAYS PAST DUE, INTERSOFT, AT ITS OPTION, MAY CANCEL THE ACCOUNT AND PERMANENTLY REMOVE THE APPLICATION FROM ITS SERVERS. NO SETUP FEES OR OTHER AMOUNTS SHALL BE REFUNDED TO CUSTOMER.

15) 100% UPTIME GUARANTEE - Intersoft guarantees that the network will be available 100% of the time in a given month. This service level warranty shall not apply to performance issues: (1) to the extent caused by factors outside of Intersoft’s reasonable control; (2) that resulted from any actions or inactions of Customer or any third parties not affiliated with Intersoft; (3) that resulted from Customer’s equipment and/or third party equipment; (4) that resulted from software related issues; or (5) that are scheduled by Intersoft for purposes of maintaining or updating the Website, Software, or Server. Upon experiencing network downtime above and beyond the 100% availability, Intersoft will refund a customer 5% of the monthly fee for each 60 minutes of downtime (up to and not to exceed 100% of customer’s monthly fee). Network downtime exists when a particular customer is unable to transmit and receive data and Intersoft records such failure in the Intersoft trouble ticket system. Network downtime is measured from the time the trouble ticket is opened by the customer to the time the server is once again able to transmit and receive data. If Customer fails to comply with this requirement, Customer forfeits its right to a receive service credit.

16) ADDITIONAL CHARGES - Customer will incur additional charges for:
a) Merchant Account information that is not supplied within 30 days of delivery.
b) Cobalt per email fees.
c) Credit Card Authorization transaction fees and yearly PCI fee.
d) Any Add-ons purchased.
e) Application upgrade fees.
f) Telephone Support.
g) The purchasing of images required by the Customer.
h) Any changes made to the Application at the request of customer.

17) TERMINATION - Should customer breach any of the terms of this order, Intersoft may at Intersoft's option, cancel this order. Customer shall forfeit any monies paid and be liable for any other damages including but not limited to work completed to date. Customer agrees to be liable for Intersoft's reasonable attorney's fees and legal costs for any action arising out of customer's breach.

18) CANCELLATION/REFUNDS - Customer can cancel monthly services at anytime however Intersoft must receive written notice before the next billing date. Intersoft will not refund or prorate monthly service fees already paid. No refunds are given on any setup/license fees.

19) PCI COMPLIANCE - The Application does not store, process, or transmit any credit card data and as such is not a payment application per PA-DSS definition and is not required to be compliant.

20) APPLICATION HOSTING TERMS
a) The SaaS Applications must be hosted on Intersoft's web server.
b) Intersoft does not host Adult sites. Customer agrees not to store, transmit, link to, advertise or make available any images containing nudity or semi-nudity for entertainment purposes. Intersoft has the right to refuse service if content of information provided is deemed illegal, misleading, or obscene. Intersoft will make the final determination in any dispute over unacceptable content and Customer agrees to accept Intersoft's decision. The Customer agrees to follow generally accepted "Netiquette" when sending email messages or posting newsgroup messages. No Spamming is allowed through any of Intersoft's email services.
c) Customer is responsible for the purchasing, securing & renewing of their domain name.
d) Customer is responsible for the transferring of their domain name to Intersoft's server. Intersoft will supply Customer the appropriate DNS information.
e) In the event of any dispute of ownership, Customer understands Intersoft will remain neutral and may put the account on hold until the situation has been resolved. Under no circumstances will Intersoft be liable for any losses incurred by Customer.
f) The Customer agrees not to harm Intersoft, its reputation, computer systems, software and/or other customers using Intersoft's services or the service of any of Intersoft's contractors.
g) Intersoft reserves the right to select the computer for Customer's Application for best performance. Intersoft may use third party contractors to fulfill its obligations to Customer.
h) Customer may have to agree to additional provisions from Intersoft covering this agreement and/or any future services added to this agreement. If Customer refuses to accept any future provisions, Customer will have the option to cancel service and receive a pro-rated refund of any monies pre-paid for this agreement. The pro-rated refund will be calculated after the normal monthly cost for the service has been deducted from any amounts pre-paid by Customer.
i) Customer understands this service is provided on a shared server. This means that one Application cannot overwhelm the server with heavy CPU usage from highly active CGI scripts or chat scripts. If Customer's Application overwhelms the server and causes complaints from the other customers, Customer will have outgrown the realm of a shared server and will need to re-locate Application to a dedicated server.
j) If Customer breaches this agreement, Intersoft has the right to terminate service without any refunds of the unused portion prepaid by Customer. The Customer agrees to indemnify and hold harmless both Intersoft and other customers from any and all claims and/or costs resulting from the Customer's use or abuse or the service in any manner. In the event Intersoft has to engage the services of an attorney, then Customer will pay any and all Intersoft's reasonable attorney fees and court costs. The Customer's rights and privileges cannot be sold or transferred without the written consent and approval from Intersoft in advance.
k) The Customer is responsible for the security of their password(s). Intersoft will not change passwords to any account without verification of identity, which is satisfactory to Intersoft, such verification may include written requests with signature.
l) Intersoft will use its best efforts to maintain a full time, 24-hour Internet presence. Customer understands and agrees that network and equipment failures can interrupt their Internet presence and Customer will hold Intersoft, it's employees, owners, officers, and contractors free and harmless from any loss resulting from any reason whatsoever. Intersoft's total liability under any and all circumstances will never exceed the amount paid by Customer for the duration of this agreement.
m) SaaS customer shall not have FTP or database access to their Application unless otherwise allowed by Intersoft.
n) The Internet account and related electronic services can only be used for legal purposes under all international, federal, state and local laws.

Disclaimer THE INTERSOFT GROUP, INC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE INTERNET WEBSITE OR APPLICATION WILL MEET THE CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEB PAGES, SOFTWARE, AND WEBSITE IS WITH THE CUSTOMER. IN NO EVENT WILL THE INTERSOFT GROUP, INC. NOR IT’S EMPLOYEES, SUBSIDIARIES, OR AFFILIATES BE LIABLE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, BUSINESS INTERUPPTION OR OTHER INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, ECONOMIC OR SPECIAL DAMAGES ARISING OUT OF THE OPERATION OF OR INABILITY TO OPERATE THESE WEB PAGES OR WEBSITE, EVEN IF THE INTERSOFT GROUP, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE CUSTOMER AND THE INTERSOFT GROUP, INC. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE STATE OF OHIO.

Rev 7/21/2010