DataWeb is Powerful Online Service that Business People use to create custom Cloud Data Base Applications quickly.

Terms and Conditions

Version date: June 8,2005
Version 1.2.1

Welcome to DataWeb. These Membership Terms and Conditions ("Terms and Conditions") govern your use, in any manner, of the development platform for building websites and web applications for such websites, including the runtime engine, design tools, and object model (the "Software"), and related hosting services (the "Services") made available to you at http://www.DataWeb.com (the "Site") by DataWeb.com, Inc. ("DataWeb") and describe the terms and conditions that apply to your use of the Software and Services. You must register as a DataWeb Member ("Member") and accept these Terms and Conditions in order to use the Software or Services. We reserve the right to refuse service to any potential user at our discretion. BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, REGISTERING AS A MEMBER, AND/OR USING THE SOFTWARE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AS WELL AS ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT CLICK THE "I ACCEPT" BUTTON, DO NOT REGISTER AND DO NOT USE THE SOFTWARE OR SERVICES.

DataWeb reserves the right to change or modify any of the terms and conditions contained in these Terms and Conditions and any policy or guideline incorporated by reference at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Any change or modification will be effective upon posting of the revisions on the Site. DataWeb will post a notice of such change or modification to these Terms and Conditions on the Site for thirty (30) days. DataWeb may post changes or modifications to referenced policies without notice to you. IF YOU DO NOT AGREE TO THE TERMS OF ANY MODIFICATION, DO NOT CONTINUE TO USE THE SERVICES AND IMMEDIATELY NOTIFY DATAWEB OF YOUR TERMINATION OF THE AGREEMENT THESE TERMS AND CONDITIONS CONSTITUTE IN THE MANNER DESCRIBED IN SECTION 5.1 BELOW. Your continued use of the Software or Services following DataWeb's posting of any change or modification will constitute your acceptance of such change or modification.

1.   Intellectual Property; Licenses.

     1.1

Software and Services. All materials, including but not limited to any computer software (in object and source code form), data or information developed or provided by DataWeb or its suppliers or agents pursuant to these Terms and Conditions, and any know-how, methodologies, equipment or processes used by DataWeb to provide the Software and/or Services to you, including without limitation all copyrights, trademarks, patents, trade secrets and any other proprietary rights therein, shall remain the sole and exclusive property of DataWeb, or its suppliers or agents, as applicable. DataWeb shall also maintain and control ownership of all Internet protocol ("IP") numbers and addresses that may be assigned to you by DataWeb, and DataWeb reserves the right, in its sole discretion, to change or remove any and all such IP numbers and addresses at any time. Subject to the Terms and Conditions, DataWeb grants you a limited, nonexclusive, nontransferable, revocable license to access and use the Software (in object code form only) and Services in strict accordance with the "Use Guidelines" set forth in Section 2 below. This license will automatically terminate at the time the Services are terminated and you will have no further right to use the Software or Services.

     1.2

Member Content. Information, data, text, code, files, music, sound, photographs, graphics, video, messages, service or trademarks or other materials, but not the selection and arrangement thereof ("Content"), that you provide for inclusion in the website(s), is your property.

     1.3

Domain Name(s). If you provide DataWeb with a domain name(s) it must be registered by you. You understand that you and not DataWeb are responsible for all fees, liabilities and obligations relating to your domain name(s) and that your obligation to indemnify DataWeb under the "Indemnity" section of these Terms and Conditions.

     1.4

Reservation of Rights. All rights, title and ownership in the Software, Sample Applications, Services and any other DataWeb intellectual property not expressly granted herein are reserved by DataWeb and Company shall not take any action to jeopardize, limit or interfere with DataWeb's ownership of and rights with respect to any of the above.


2.   Use Guidelines.

     2.1

How the Services Work. DataWeb provides you with the hosted development platform for building customized Member Sites. The platform provides a browser-based design environment and an integrated web and database server programmable through a single object model so that you can build a website that incorporates custom database functionality, scripting, membership services and security. You acknowledge that you are responsible for providing the hardware and accessories, as well as the necessary capacity and connectivity to properly use the Software and Services.

     2.2

Applicable Policies. In addition to these Terms and Conditions, the DataWeb Website Services Agreement ("Services Agreement") govern the general policies for use of the Site and the DataWeb Privacy Policy ("Privacy Policy") governs how DataWeb collects, stores, processes and uses information associated with your use of the Site, Software and Services. The Services Agreement is available upon request from DataWeb Corporate Offices in Seattle, Washington and the Privacy Policy are posted at http://www.DataWeb.com (or such other location as DataWeb may from time to time designate) and may be updated or modified from time to time.

     2.3

Operation of Member Site. You acknowledge and agree that (a) you are solely responsible for your actions and the contents (including all of your Content) of any Member Site created or owned by you using the Software and/or Services; (b) you are responsible for the security of your password and login ID, for reporting any compromise affecting the security of your password and/or login ID, and for all activity by any user under your password and/or account; (c) you are responsible for all goods and services offered in connection with your Member Site, all materials used or displayed in connection with your Member Site and all acts or omissions that occur at your Member Site or in connection with your account and/or password; (d) you are responsible for complying with all trade regulations and laws, both foreign and domestic; (e) you will display on your Member Site full and accurate contact information, including at a minimum your company name, address, telephone and fax number and email address and to update such information as necessary to maintain its accuracy; and (f) you will not resell, assign, lease or transfer your rights or obligations under these Terms and Conditions without DataWeb's prior express written permission. You further agree that, in the event you collect and/or store personal information from users of your Member Site, you will (x) fully and clearly disclose to all such users your information-collection, storage, and use policies; (y) collect, store and use such information only in a manner consistent with your disclosures, applicable laws and government regulations; and (z) provide such users with an easily accessible mechanism for opting-out of receiving mailings from you and for removing all information relating to such users from your databases and other records.

     2.4

Acceptable Use. You agree not to, directly or indirectly through agents, representatives or affiliated persons or entities, (a) upload or distribute in any way Internet viruses, worms, Trojan horses, corrupted files, or any other software or programs that may damage the operation of another entity's computer or system, or otherwise disrupt or interfere with the ability of others to use the Services or Software; (b) use the Services or Software for illegal purposes; (c) access without authorization or attempt to penetrate security measures of computers, accounts, or networks belonging to others; (d) post, promote or transmit through the Services or Software any unlawful, harassing, libelous, threatening, obscene, pornographic, hateful, or otherwise objectionable material of any kind or nature, or material that may encourage conduct that could constitute a criminal offense or give rise to civil liability; (e) send unsolicited bulk or commercial messages (a.k.a. "spam") over the Internet or forge or misrepresent message headers, whether in whole or part, to mask the originator of a message; (f) advertise, transmit or otherwise make available any software, program, product or service that is designed to violate the Use Guidelines or the Terms and Conditions; (g) modify, adapt, alter, translate or make derivative works based on the Software except as expressly authorized in advance in writing by DataWeb; (h) disassemble, reverse engineer or decompile the Software or otherwise attempt to discover any portion of the source code, object code or trade secrets relating to the Software; and/or (i) remove, obscure or alter any notice of patent, copyright, trade secret, trademark, or other proprietary right related to the Software or Services; or (j) frame or display the DataWeb design tools or homepage inside another website. Further, you agree to: (x) comply with all laws regarding the transmission of technical data exported from the U.S. through the Services; and (y) comply with all regulations, policies and procedures of networks connected to the Services and Software.


3.   Enforcement.

     3.1

Investigation of Violations. DataWeb may investigate any complaints or violation of these Terms and Conditions or its policies and take any action it deems appropriate under the circumstances to protect its systems, facilities, customers and/or third parties.

     3.2

Actions. DataWeb may, in its sole discretion, restrict or remove from its servers any Content or Member Site that violates these Terms and Conditions or related policies, or is otherwise objectionable or in potential violation of any law, including any intellectual property law. In the event DataWeb becomes aware of any such possible violation by you, DataWeb may immediately take corrective action, including but not limited to (a) issuing warnings; (b) suspending or terminating the Services or user access to the Service or content on a Member Site. It is DataWeb's policy to terminate repeat infringers. The above-stated rights of action, however, do not obligate DataWeb to monitor or exert editorial control over the information made available for distribution via the Services. In the event DataWeb takes corrective action due to such possible violation in relation to your account, you shall not be entitled to any refund of fees due and/or paid hereunder.

     3.3

Disclosure Rights. In order to comply with applicable laws and governmental requests, and/or to protect DataWeb's systems, facilities, customers and/or third parties, DataWeb may access and disclose any information it considers necessary or appropriate, including without limitation user profile information, IP addressing and traffic information, usage history, and content residing on DataWeb's servers and systems. Further, DataWeb reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials or other appropriate third parties. In the event of any inconsistency between DataWeb's right to disclose under this section and the terms of DataWeb's Privacy Policy, DataWeb's right to disclose under this section will control.


4.   Fees; Payment Terms.

     4.1

Fees. You agree to pay all fees incurred under your account at the then current DataWeb prices, which are listed in the DataWeb Pricing List and may be changed from time to time. Such prices are exclusive of all applicable taxes, which you agree to pay (except for taxes based on DataWeb's net income).

     4.2

Payment Terms. For users on Service plans requiring monthly fees, you shall have the option to either (a) pay DataWeb’s then-current monthly fee in order to continue receiving the Service, (b) terminate the Agreement as specified below, or (c) reduce your usage to Starter Plan limitations. In response to DataWeb’s correspondence or upon registration, you shall inform DataWeb of the option you choose. Subscribers whose usage exceeds the limitations of the Starter Plan will be required to pay the then-current monthly fee correspondent to the selected paying plan. Such monthly fee shall be due and payable to DataWeb by credit card in advance on the billing date as displayed in the Service.

DataWeb reserves the right to suspend the accounts of Users who fail to make payments on their selected paying plan. All fees are non-refundable, in whole or in part, even if the Service is suspended, cancelled or transferred prior to the end of your then current Service month.  You must notify DataWeb of any changes to your credit card account, your billing address or any information that may prohibit DataWeb from processing payment through your credit card. If, for any reason, we are unable to process charges to your credit card, late charges of one and one-half percent (1.5%) per month or the maximum allowable under applicable law shall also become payable by you to DataWeb within thirty (30) days from the date payment was due. In addition, if such inability to process payment persists for longer than 30 days after the applicable due date, such will be deemed a material breach of the Terms and Conditions, and DataWeb may, at its sole discretion, either suspend or terminate provision of the Software and/or access to the Services, which will not relieve you of your obligation to pay past due fees, late charges, interest, and any collection costs.


5.   Termination.

     5.1

Your Right to Terminate Your Membership. You may terminate your membership at any time by emailing accounting@DataWeb.com. Transferring a domain name away from DataWeb does not automatically terminate your account.

     5.2

DataWeb's Right to Terminate Your Membership. DataWeb may terminate your use of the Services, the Software and/or your membership immediately upon written notice thereof if, in its sole discretion, DataWeb determines that (a) you or your employees or agents have violated or acted inconsistently with the terms of these Terms and Conditions or any applicable law, policy, or regulation; (b) you have violated the rights of DataWeb, a DataWeb Member or Members, or any third party; (c) you have failed to access your account at least once during any three-month period after activating such account; (d) continued provision of the Services would violate any present or future law, regulation or policy of any applicable government; or (e) DataWeb discontinues this Services offering. In addition, DataWeb may terminate your membership for its convenience upon sixty (60) days' notice.

     5.3

Liability and Obligations on Termination. You acknowledge and agree that should the Terms and Conditions be terminated for any reason (a) DataWeb will not be liable to you because of such termination for compensation, reimbursement or damages on account of any loss of profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with your business, or for any other reason whatsoever flowing from such termination or relating to your Member Site; (b) DataWeb's provision of the Services, including hosting services, to you will immediately cease; (c) DataWeb may delete all of your Content and other information from its system and servers, and will return a copy of your Content to you only upon your written or email request received by DataWeb within thirty (30) days of the effective date of termination and not otherwise; and (d) any termination of these Terms and Conditions shall not relieve you of any obligations to pay fees and costs accrued prior to the termination date and any other amounts owed by you to DataWeb as provided in these Terms and Conditions.  Any costs incurred by DataWeb in forwarding Content material to a customer will be paid for by the customer.


6.   Representations and Warranties. You warrant, represent, and covenant to DataWeb that (a) if you are an individual, you are at least eighteen (18) years of age; (b) you possess the legal right and ability to enter into these Terms and Conditions; (c) you will use the Services only for lawful purposes and in accordance with these Terms and Conditions (without limitation, including the Use Guidelines) and all applicable policies; (d) you will be responsible, financially, legally and otherwise, for all use under your account and/or password; (e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party websites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, your Content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted; and (g) your Content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.

7.   Disclaimed Warranties. You acknowledge and expressly agree that DataWeb exercises no control over, and accepts no responsibility for, the information passing through DataWeb's host computers, network hubs and points of presence, or the Internet. ALL SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, DATAWEB DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU HEREBY WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, DATAWEB SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, OR LOSS OF DATA THAT IN ANY WAY RELATES TO YOUR USE OF THE SERVICES OR SOFTWARE.

8.   Limitation; Exclusion of Liability.

     8.1

Limitations. IN NO EVENT SHALL DATAWEB HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. DATAWEB SHALL HAVE NO LIABILITY WITH RESPECT TO DATAWEB'S OBLIGATIONS UNDER THESE TERMS AND CONDITIONS OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF DATAWEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE FOREGOING LIMITATION OR EXCLUSIONS MAY NOT APPLY TO YOU. IN ANY EVENT, THE LIABILITY OF DATAWEB TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO DATAWEB BY YOU UNDER THESE TERMS AND CONDITIONS DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY DATAWEB HEREUNDER ARE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU HEREBY RELEASE DATAWEB FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIM IN EXCESS OF THE LIMITATION STATED IN THIS SECTION 8.1.

     8.2

Interruption of Service. You hereby expressly acknowledge and agree that DataWeb will not be liable for any temporary delay, outages or interruptions of the Services or your use of the Software. Further, you acknowledge and agree that DataWeb shall not be liable for any delay or failure to perform its obligations under these Terms and Conditions, where such 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).


9.   Indemnification. You hereby release, hold harmless, and agree to indemnify DataWeb and its affiliates (and their respective employees, directors and representatives) against any and all allegations, claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other dispute resolution expenses) incurred by DataWeb, arising out of or relating to (a) your violation or breach of any term, condition, representation or warranty of these Terms and Conditions or any applicable policy including the Use Guidelines set forth in Section 2 hereof; (b) your improper or illegal use the Services or Software; (c) your violation, alleged violation, or misappropriation of any intellectual property right (including, without limitation, trademark, copyright, patent or trade secrets) or non-proprietary right of a third party (including, without limitation, defamation, libel, violation of privacy or publicity); and/or (d) property damage or personal injury arising from your use of the Services or Software.

10.   General Provisions.

       10.1

Entire Agreement. These Terms and Conditions, in conjunction with all policies incorporated herein by reference and any Exhibits attached hereto which reference these Terms and Conditions and are executed by the parties' duly authorized representatives, constitute the entire agreement between you and DataWeb with respect to the subject matter hereof and there are no representations, understandings or agreements which are not fully expressed in these Terms and Conditions and the related policies.

       10.2

No Fiduciary Relationship; No Third-Party Beneficiaries. Neither party is the agent, fiduciary, trustee or other representative of the other party. Nothing expressed or mentioned in or implied from these Terms and Conditions is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to these Terms and Conditions. These Terms and Conditions and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto.

       10.3

Public Agreement. Unless specifically prohibited, this agreement is considered public and non-confidential, and may be referenced to a third party. If either party requires confidentiality, that party shall inform the other by written notice. Upon receipt of written notification the agreement shall be considered private and confidential.

       10.4

Amendments. Except as expressly provided in these Terms and Conditions, no amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by the parties.

       10.5

Choice of Law and Forum. THESE TERMS AND CONDITIONS WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF WASHINGTON, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THESE TERMS AND CONDITIONS MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN SEATTLE, WASHINGTON, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.

       10.6

Non-Assignment. You may not assign these Terms and Conditions or any right or obligation hereunder, by operation of law or otherwise, without DataWeb's prior express written consent. DataWeb may assign its rights and obligations under these Terms and Conditions, and may utilize affiliates and/or agents in performing its duties and exercising its rights hereunder, without your consent. Subject to the restriction set forth in this Section 10.6, these Terms and Conditions will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

       10.7

No Waiver. DataWeb's failure to enforce the strict performance of any provision of these Terms and Conditions will not constitute a waiver of DataWeb's right to subsequently enforce such provision or any other provisions of these Terms and Conditions.

       10.8

Severability. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of these Terms and Conditions shall nonetheless remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.

       10.9

Healthcare Information:  You acknowledge and agree that DataWeb, related Services, and Content are not "HIPAA-ready" or "HIPAA-compliant" and will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the DataWeb Platform, related Services and Content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.

       10.11

Survival. The following provisions of these Terms and Conditions will survive the termination or expiration of these Terms and Conditions: Section 1 ("Intellectual Property; Licenses"); Section 2 ("Use Guidelines"), Section 3 ("Enforcement"); Section 4 ("Fees; Payment Terms"); Section 5 ("Termination"); Section 6 ("Representations and Warranties"); Section 7 ("Disclaimed Warranties"); Section 8 ("Limitation; Exclusion of Liability"); Section 9 ("Indemnification"); and Section 10 ("General Provisions").

       10.11

Headings. The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.



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