Last Revised: 5/20/2020

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

1. OVERVIEW

This Website Builder Service Agreement (this “Agreement”) is entered into by and between Eyaggo LLC ("Eyaggo") and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of Eyaggo’s Website Builder services (“Website Builder” or the “Services”), and represents the entire agreement between you and Eyaggo concerning the subject matter hereof.

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with (i) Eyaggo’s Universal Terms of Service Agreement, and (ii) any plan limits, product disclaimers or other restrictions presented to you on the Website Builder landing page of the Eyaggo website (this “Site”), both (i) and (ii) of which are incorporated herein by reference.

The terms “we”, “us” or “our” shall refer to Eyaggo. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement and/or uses the Services. Unless otherwise specifically provided in this Agreement, nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

You acknowledge and agree that (i) Eyaggo, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site, and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site. In addition, Eyaggo may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your shopper account (“Shopper Account”) information, including your email address, current. Eyaggo assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.

2. DESCRIPTION OF SERVICES

Website Builder is a cloud-hosted tool that enables you to design, create, build, market and/or promote (services available vary based on the specific service plan selected) an online presence for your specific objectives by integrating website, hosting, security, social media presence, online storefront, online appointments, email marketing, digital marketing and/or other capabilities all within the tool and packaged offering. Except as noted in the Exceptions and Limitations section of this Agreement, your use of the Services is subject to the terms of this Agreement and the following Eyaggo product-specific terms of service incorporated herein by reference: (i) Online Bookkeeping Service Agreement (U.S. Market Only), (ii) Marketing Applications Agreement, (iii) Get Found Service Agreement (U.S. Market Only), (iv) Certificate Services Agreement; and (v) Email Marketing Service Agreement.

3. STOREFRONT AND APPOINTMENT SERVICES (APPOINTMENT SERVICES AVAILABLE IN U.S. MARKET ONLY)

With Website Builder, you have the option to create, manage and maintain an online storefront and/or online appointments, which allows you to:

1. add, access, manage and maintain a catalog of products and/or services and present said catalog on the Internet through a compiled storefront or appointments listing rendered as a domain (web site) or sub-domain;
2. engage in the selling of services, physical, and downloadable goods over the Internet;
3. arrange for the collection of payment related to applicable tax and shipping fees;
4. collect credit card and personal information for the purpose of conducting transactions;
5. schedule online appointments and sync calendars from multiple platforms;
6. perform order management and processing activities; or
7. generate business reports related to Storefront business activity

Storefront and Appointment Content

You shall be solely responsible for providing, updating, uploading and maintaining Your website and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through Your website, including, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text. You are responsible for ensuring Your web site conforms to all local, state, federal, and international laws. Your web site content shall also include any registered domain names provided by You or registered on behalf of You in connection with the Services. You affirmatively acknowledge Eyaggo is relying on Your representation concerning Your proper use of all content on any web site You create or control.

Availability of Storefront and Appointment Services

Subject to the terms and conditions of this Agreement, Eyaggo shall attempt to provide the Services for twenty-four (24) hours a day, seven (7) days a week throughout the term of this Agreement. You agree that from time to time, the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Eyaggo may undertake from time to time; or (iii) causes beyond the control of Eyaggo or which are not reasonably foreseeable by Eyaggo, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks network congestion or other failures. You agree that Eyaggo has no control over the availability of the Services on a continuous or uninterrupted basis.

Product Catalog

You agree the performance of Your website may begin to slow at varying number of products depending on potential physical and practical constraints, including (but not limited to): system architecture, system capacity, system load, end-user internet connectivity and end-user computer configurations. You agree Eyaggo has no control over potential physical and practical constraints You may experience at an uncertain number of products in a category.

End Customer Payment and Taxes

You understand You are responsible for collecting, and managing all end customer payments. Similarly, You are responsible for the payment of all applicable state, federal or international taxes on products You sell using the Services. It is Your responsibility to read, enter into, and agree to all End User License Agreements required for use of Your selected Payment Methods and Tax options. Eyaggo is not responsible for the accuracy of information obtained through the Payment Method and Tax options. You are responsible for any additional taxes and duties imposed on the transaction. You may be subject to foreign tax obligations by selling to buyers. You are solely responsible for complying with all domestic and foreign tax, shipping, and export laws with respect to the sale of Your items to purchasers internationally.

Storage and Security

At all times, You shall bear full risk of loss and damage to Your web site and all of Your web site content. You are entirely responsible for maintaining the confidentiality of Your password and account information. You agree You are solely responsible for all acts, omissions and use under and charges incurred with Your account or password or in connection with the site or any of Your web site content displayed, linked, transmitted through or stored on the Server. You shall be solely responsible for undertaking measures to: (i) prevent any loss or damage to Your web site content; (ii) maintain independent archival and backup copies of Your web site content; (iii) ensure the security, confidentiality and integrity of all Your web site content transmitted through or stored on Eyaggo's servers; and (iv) ensure the confidentiality of Your password. Eyaggo's servers and hosting services are not an archive and Eyaggo shall have no liability to You or any other person for loss, damage or destruction of any of Your content. If Your password is lost, stolen or otherwise compromised, You shall promptly notify Eyaggo, whereupon Eyaggo shall suspend access to Your web site by use of such password and issue a replacement password to You or Your authorized representative. Eyaggo will not be liable for any loss You may incur as a result of someone else using Your password or account, either with or without Your knowledge. However, You could be held liable for losses incurred by Eyaggo or another party due to someone else using Your account or password.

Sample Terms and Conditions

Sample Terms and Conditions are provided for reference purposes only. Eyaggo is not responsible for Your use of the sample terms and conditions -- You use them at Your own risk. The default terms and conditions provided through the Terms and Conditions page can be used with the following disclaimer: The descriptions and suggestions are not legal, tax or financial advice. Eyaggo does not guarantee the legality of any phrasing or provisions offered or derived from these descriptions and suggestions. You should consult with an attorney to ensure Your terms and conditions are sufficient to meet Your needs, appropriate for Your jurisdiction and are legally binding on Your customers.

4. INTEGRATION WITH HOSTING PLATFORM; OWNERSHIP OF WEBSITES

The websites created using Services are built on and integrated with Eyaggo’s hosting platform, and any attempt to migrate or otherwise transfer any such website to another hosting provider is a violation of this Agreement.

Except for the content provided by you, the websites created using Services belong to Eyaggo, and all such websites (including all copies thereof) are subject to copyright, trademark, patent, and other intellectual property laws of the United States and foreign countries. Eyaggo grants you an unrestricted license in the website for the duration of your Services subscription. Cancellation of your Services subscription for any reason terminates your license to the website thereafter. You agree to prevent any unauthorized copying of the websites created using Services. Unless otherwise specifically provided in this Agreement, no right or license under any copyright, trademark, patent, or other intellectual property right or license is granted by this Agreement. Eyaggo reserves all rights not expressly granted herein.

By uploading content for your website, you grant Eyaggo an unrestricted license (i) to use the content for the purpose of including in your website, and (ii) to display screenshots of any website created using Services, in marketing materials, or in other manners as determined by Eyaggo in its sole and absolute discretion. In addition, you represent and warrant to Eyaggo that (a) you have all necessary rights to distribute such content, either because you are the author of the content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the content, and (b) you do not violate the rights of any third party. As used herein, “content” shall include without limitation any text, software, widgets, applications, scripts, source code, API, photographs, illustrations, images, graphics, sounds, music, audio, video and interactive features (and the trademarks, service marks and logos contained therein). You acknowledge and agree that content you upload into Services may be immediately available. Content provided may also be cached for up to one year and deleting content from Services does not remove cached versions of the content.

6. ANALYTICS

Subject to the terms and conditions of this Agreement, we grant You a limited, revocable, non-exclusive, non-sublicensable license to use the Websites + Marketing analytics (“Analytics”) solely as necessary for You to use the Analytics on Websites + Marketing properties; and (b) You may access and view reports through Your Shopper Account. The Analytics will allow you to track Your visitor’s IP address, time of visit, header information and location (“Data”). You will comply with all applicable laws and regulations in Your use of and access to the Analytics Data and reports. Eyaggo and its wholly owned subsidiaries may retain and use, subject to the terms of its privacy policy, Data collected by the Analytics. You will not (and will not allow any third party to) use the Analytics to track, collect or upload any data that personally identifies an individual (such as a name, email address or billing information), or other data which can be reasonably linked to such information. You will have and abide by an appropriate Privacy Policy and will comply with all applicable laws, policies, and regulations relating to the collection of information from visitors. You must post a Privacy Policy and that Privacy Policy must provide notice of Your use of cookies that are used to collect Data. You must disclose the use of Analytics, and how it collects and processes Data.

7. EXCEPTIONS AND LIMITATIONS

Website Builder Digital Marketing Suite (U.S. Market Only). Websites + Marketing Digital Marketing Suite offers you the option to utilize only the available marketing tools of the Services, which includes search engine optimization, email marketing, and Facebook page creation and updates (subject to Section 4 above). Websites + Marketing Digital Marketing Suite does not include the ability to create and host a website (including Online Store/Online Appointments), SSL Certificates, and Get Found services. Such services may be added at a later time, subject to the terms and conditions of this Agreement. Free Trial option (see section immediately below) is not available for Websites + Marketing Digital Marketing Suite. Due to the limited nature of the Websites + Marketing Digital Marketing Suite offering, the terms and conditions of Eyaggo’s Certificate Services Agreement.

TLDs. You acknowledge and agree that your website will be subject to any and all content (or other) restrictions specific to the top level domain (“TLD”) with which it is associated. Only the Websites + Marketing account associated with the TLD in question will be affected by such limitations.

Coming Soon Pages. Websites + Marketing offers a “Coming Soon Page” option for customers who are not yet ready to build their website. You acknowledge and agree that if you select the “Coming Soon Page” option, you will have a more limited selection of design and color combinations than those available in the Websites + Marketing template library.

Obligation to Maintain Subscription. Provision of Services is dependent upon your active subscription to (and payment for) Websites + Marketing. Failure to maintain your subscription at any time will result in termination of Services. Recurring billing for your Services plan will begin on the date of purchase. Fees paid for Services are not transferable to other Websites + Marketing accounts (or other Eyaggo accounts) other than the account initially associated with Services on the date of purchase.

Termination of Expiration of Services. If Eyaggo terminates Your Service, it may, at its own option, remove and destroy data and files stored by You on its servers. Eyaggo has no obligation to monitor Your use of the Service, but reserves the right in its sole discretion to do so. You acknowledge and agree that upon expiration or termination of your Services, you must discontinue use of the Services and relinquish use of the IP addresses and server names assigned to you in connection with Services, including pointing the domain name system (“DNS”) for your domain name(s) away from our servers.

8. THIRD-PARTY IMAGES AND SOFTWARE

Definitions and Scope. As part of Websites + Marketing, you may be allowed to use certain (i) photographs, illustrations, or other images (“Images”) and/or (ii) software, widgets, or other applications (“Software”) developed, owned, or licensed by third-party providers as Eyaggo may contract with from time to time. You acknowledge and agree that your use of the Images/Software is subject to our agreement(s) with the third-party providers. If the Images/Software are accompanied by or require consent to a license agreement from the third-party provider, your use of the Images/Software is subject to the terms and conditions of such license agreement, which are in addition to (not in lieu of) the terms and conditions of this Agreement.

Terms and Conditions Applicable to all Images/Software. You acknowledge and agree that (i) You may use the Images/Software solely as part of Services; (ii) you may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Images/Software; and (iii) you may not sell, modify, re-use reverse-engineer, decompile, disassemble, reverse compile, create derivative works of or attempt to derive the source code from the Images/Software.

Eyaggo may provide your personal information to third-party providers as required to provide the third-party Images/Software, including, but not limited to, the domain name associated with the Websites + Marketing page. Eyaggo reserves the right to modify, change, or discontinue provision of the Images/Software at any time, and you agree to cooperate in performing any steps necessary in connection therewith.

Eyaggo makes no representations or warranties about any third-party Images/Software offered in connection with Services, and expressly disclaims any liability or responsibility regarding the same.

You acknowledge and agree that you will protect, defend, indemnify and hold harmless Eyaggo from and against any and all claims imposed upon or incurred by Eyaggo directly or indirectly arising from your use or misuse of the third-party Images/Software. You acknowledge and agree that the providers of the third-party Images/Software are third-party beneficiaries to this Agreement for purposes of enforcing their rights under this Agreement.

Additional Terms and Conditions Applicable to Mapbox. You acknowledge and agree that your use of Mapbox is subject to the terms of service located here, which are hereby incorporated by reference.

Additional Terms and Conditions Applicable to Cronofy (U.S. Market Only). You acknowledge and agree that your use of Cronofy is subject to the terms of service located here, which are hereby incorporated by reference.

Additional Terms and Conditions Applicable to Google My Business.  You acknowledge and agree that your use of Google My Business is subject to the following: (i) Google Terms of Service located here; (ii) Google My Business Additional Terms located here; and (iii) Google Guidelines for Representing Partner Business on Google located here, all of which are hereby incorporated by reference.

Additional Terms and Conditions Applicable to OpenTable in U.S., Japan, Germany, Mexico, Ireland, Netherlands, UK, Australia, Canada, Hong Kong, Singapore. You acknowledge and agree that your use of OpenTable is subject to the terms of service located here, which are hereby incorporated by reference.

Additional Terms and Conditions Applicable to ChowNow in U.S. and Canada. You acknowledge and agree that your use of ChowNow is subject to the terms of service located here, which are hereby incorporated by reference.

Additional Terms and Conditions Applicable to IDX Broker in U.S., Canada and Mexico. You acknowledge and agree that your use of IDX Services is subject to the terms of service located here, which are hereby incorporated by reference.

You acknowledge and agree that the third-party providers (and their affiliates and suppliers) make no representations or warranties about any Images/Software offered in connection with the Services, and expressly disclaim any liability or damages (whether direct, indirect, or consequential) arising from the use of the Images/Software. You acknowledge and agree that the Images/Software will be supported by us and not by the third-party providers (or their affiliates or suppliers). You further acknowledge and agree that you are responsible for managing and maintaining in good standing with any paid subscription and/or account you sign up with a third-party provider. Your cancellation of this Agreement or removal of a Software from Services will not cancel or terminate your paid subscription and/or account with the third-party provider. If you wish to stop receiving services purchased directly by you from a third-party provider that is linked to Services, you must comply with the third-party specific terms and conditions.

9. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY

The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

10. DEFINITIONS; CONFLICTS

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement. In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the provisions of this Agreement shall control.