Website designing, hosting, and other website development services offered (“plan”, “services” or “package”) by Virtual Tribe Online Marketing (“we”, “us”, or “Virtual Tribe”) are subject to the following service terms stipulated below. By subscribing to or participating in the services we offer regarding website development, YOU (or the “Client”) agree to be bound by the terms and conditions (“Agreement”, or “Term”) set out herein. You acknowledge and agree that:
WHEREAS, Virtual Tribe is engaged in the business of providing website development and hosting services.
WHEREAS, Virtual Tribe has offered its services to the Client, and the Client has agreed to avail of such services.
NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants and stipulations set forth in the Agreement and in this ANNEX “B”, the parties hereby agree as follows:
- Scope of the Project and Schedule: The extent of services to be rendered and the schedule for the development of the Project are set forth in the approved project description (ANNEX “A” of the Service Agreement).
- Changes: Any request to change/amend scope of the project shall be in writing. Virtual Tribe reserves the right to accept or reject any additional work outside the scope of the approved project description. Parties may, however, agree on such terms covering the additional works to be performed subject to appropriate charges.
- Payments: Payment shall be made through Paypal in United States Dollars currency. Fifty percent (50%) of the contract price shall be paid on the day of the execution of this Agreement. The remaining balance including the monthly subscription (if applicable) shall be paid in full before the complete turnover of the project.
If the project includes a monthly service subscription, the same shall be auto debited through Paypal. The Client may access the receipts and history of payments, update card or bank info, or access subscription details in its/his/her Paypal Account.
- Commencement of the Project: The development of the project shall commence within three (3) business days after receipt of the down payment, provided all the information needed had already been submitted by the Client. It is the responsibility of the Client to complete the submission of all the information within 15 days from receipt of the request for information. The non-submission of the information within the said period shall be a ground for the termination of this agreement and forfeiture of the down payment.
- Contents and Terms of Use: The storage, documentation, transmission, or presentation of information or data shall be made in accordance with the law of the Republic of the Philippines with due regard to US Federal, State, or City law. The prohibited contents include but are not limited to, copyrighted or plagiarized material, racist or threatening material, material that is obscene, pornography, “adult only” content, or material protected by other statute.
Virtual Tribe prohibits the Client from participating in pirating unlicensed software, pirating mp3 files, listing hacker programs or archives, hosting warez websites and pornography. Use of Virtual Tribe’s Online Marketing web hosting and e-mail Services to send Unsolicited Commercial E-mail (UCE or “SPAM”) is strictly prohibited and shall cause for the immediate termination of the account.
- No liability for the content (Non-hosted Client): The Client is solely responsible for all contents posted or stored on their web hosting space. The Client shall comply with all the applicable laws and regulations to the fullest extent when participating in any of Virtual Tribe’s services and or packages. It is the responsibility of the Client to review all information posted in the website to ensure compliance, completeness, and accurateness of the information. Virtual Tribe exercises no control over the content or information on the servers used for hosting. Virtual Tribe will not be responsible for any direct, indirect, or consequential damages which may result from the use of this service by its Client or any other related or unrelated third parties. Virtual Tribe is not responsible for backing up data or recovering data in case of loss on the Client’s behalf. There are no warranties expressed or implied for the services provided or the software used by the Client.
- Service Interruptions: Virtual Tribe is not responsible for interruptions of service beyond its control. This includes interruptions by its suppliers and natural disasters.
- Allocated Disk Storage for Web Hosting Client: Virtual Tribe shall monitor the Client’s current disk storage and bandwidth. If usage exceeds the amount registered for, Virtual Tribe will attempt to contact the Client to make an arrangement for additional resources. If the Client does not respond, or is cannot be reached, Virtual Tribe shall have the right to take corrective actions for exceeding resources. Such actions may include assessing additional charges, increasing service plan, temporarily discontinuing services, or terminating the current agreement. If the Client feels that more disk storage is required, it is the Client’s responsibility to contact Virtual Tribe to discuss options for increased disk storage.
- Completion of the Project: The project is complete when the scope of the project has been accomplished and the same was approved by the Client. The Client shall communicate its/his/her approval or request for modification, if any, within seven (7) business days from notice of project’s completion. The inaction of the Client within the said period of time shall be construed as an approval. Any modification shall be limited to the scope of the project and shall be requested within the specified time. After completion, the remaining balance shall be due immediately without the need of a demand.
Parties may however agree to work on modification/s not included in the project description subject to appropriate charges and new timeline.
The Website Administration’s Training (if the same is included in the project description) shall be conducted only after receipt of full payment.
- Website Copyright: Virtual Tribe owns all proprietary rights in and to the copyrightable and/or copyrighted works described in this Term. After the Client paid the services in full or has completed the twelve-month subscriptions services (the ‘royalty’”), Virtual Tribe grants the Client a non-exclusive license to use the website. Virtual Tribe retains title and ownership of the Property. The Client will own all rights to materials, products or other works (the Work) created by the Client in connection with this license. This grant of license applies only to the Client as the sole owner of the Work and all proprietary rights in and to the Work; however, such ownership shall not include ownership of the copyright in and to the Property or any other rights to the Property not specifically granted in this Agreement.
A. Semi-Custom Websites are defined by website designs, layout and contents of Virtual Tribe. Access given to the clients are not available to Clients who purchase subscription or layout websites. Virtual Tribe grants a non-exclusive license on semi-custom website development to the website purchaser after one (1) year of active subscription service. If a semi-custom website is paid for in advance, the non-exclusive copyright license is granted upon full payment for website development. If copyright grant has been processed, Client may receive a full backup of their website upon cancellation. This backup will include the entire file structure in a .zip file and, if applicable, an SQL file containing the MySQL database dump.
B. Custom Websites: The copyright on a custom website is transferred to the website purchaser after full payment has been received for the website. If copyright transfer has been processed, Clients may receive a full backup of their website upon cancellation. This backup will include the entire file structure in a .zip file and, if applicable, an SQL file containing the MySQL database dump.
- Modification without consent. The Client understands that setting up a website is delicate and thorough. The client is responsible for any errors, missing information or system incompatibility resulting from any modification the Client made without the consent of Virtual Tribe. Virtual Tribe may agree to perform any site analysis, diagnosing or troubleshooting to get the website up and running with corresponding charges.
- Update of access code or passwords: It is the responsibility of the Client to update regularly the system access codes/passwords to avoid data breach and or leakage. After the complete turnover of the project, the Virtual Tribe shall be released from any data breach or fraudulent activities that may arise thereafter.
- Termination/Cancellation Policy: Virtual Tribe requires a 30-day notice prior to the termination of a website hosting account.
For monthly subscription packages, a one (1) year minimum contract is required. In case of pre termination of the contract, the Client shall pay for the remaining unexpired portion of the contract.
Two (2) years of consecutive service must be paid for a non-exclusive license copyright grant or if the client wanted to receive a copy of the website files or an administrative login.
Upon cancellation/termination of the account, the client shall settle all the outstanding obligations 30 days from notice. Immediately after the termination of the account, all website files, email accounts, and e-mails will be deleted from Virtual Tribe’s server. The request for a backup of these files shall be communicated to Virtual Tribe within the thirty (30) day period before the effectivity date of the cancellation of the account.
In case of a non-exclusive license copyright grant, the Client shall cease from reproducing, advertising, marketing and distributing the Work upon the cancellation of the account or termination of this Agreement.
- Indemnification. The Client shall indemnify Virtual Tribe and hold it harmless from and against all claims, damages, losses, obligations, liabilities, charges, costs and expenses (including without limitation, all legal fees and other costs and expenses attributable to any suits, actions, investigations, claims or proceedings) which Virtual Tribe suffers, sustains or incurs (or which is obliged to pay) resulting from the Client’s grossly negligent performance or breach of its obligations under this Agreement.
In the event that any Liabilities are not excluded by the foregoing in this Agreement, Virtual Tribe Tribe’s maximum aggregate liability, whether under all applicable laws of contract, tort or otherwise, shall be USD 100 (or the equivalent value of such amount in the currency of Client’s jurisdiction).
- Defaults on Agreement. Either Party may terminate this Agreement in case of a material breach by the other of any of the terms and conditions thereof, provided that if such defaulting Party has failed to remedy such material breach within thirty (30) days from written notice thereof, the termination will become effective upon the lapse of such thirty (30) day period.
- Governing Laws: This Agreement is governed by the Philippine law, in consideration of the United State and Federal Law. Virtual Tribe Online Marketing corporate office is located in Makati Corporate Office: 28th Flr Cityland Pasong Tamo Tower U2807 2210 Chino Roces Ave Makati City, Philippines 1230. Any claims or legal action arising out of this Agreement must be instituted within one year after the claim or cause has arisen. Virtual Tribe reserves the right to discontinue service for violation of any of the conditions of this service agreement.
- Confidentiality. Proprietary Information. All business and technical information or data of a confidential or proprietary nature disclosed by either party to the other, before or during the effectivity of this Agreement, directly or indirectly, and whether oral or written, shall be, and is hereby deemed to be confidential, proprietary information of each party (“Proprietary Information”). No party shall, without the consent of the other party, use or disclose any Proprietary Information belonging to the other party. Proprietary Information includes any information, technical data, or know-how, including but not limited to, what which relates to research, product plans, product, service, customers, markets, software, developments, inventions, process, designs, drawings, engineering, hardware configuration information, marketing or finances, or other business or technical information which is treated confidentially.
In the event that a Party becomes legally compelled to disclose any of the Proprietary Information, in whole or in part, by applicable law or in response to a valid order of a court or other government body, then the confidentiality obligation in this Article shall not apply to such Proprietary Information; provided, however, that the receiving Party shall first have given notice to the disclosing Party in order for the disclosing party to seek a protective order or other appropriate remedy and/or, in the sole discretion of the disclosing party, waive compliance with the provisions of this Article, in the event that no such protective order or other remedy is obtained, or that the disclosing party does not waive compliance with the provisions of this Article, the receiving Party shall furnish only that portion of Proprietary Information which that receiving Party, advised by legal counsel, is legally required to disclose and the receiving .Party shall further undertake to exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Proprietary Information so disclosed.
Exclusions to Proprietary Information. Proprietary Information shall not include any information that: (a) was in the public domain when disclosed; (b) is or subsequently becomes publicly available without the receiving party’s breach of this or any obligation owed to the disclosing party; (c) becomes known to the receiving party free from any obligation to keep it confidential prior to the disclosing party’s disclosure of such information to the receiving party; (d) becomes known to the receiving party from a source other than the disclosing party other than by breach of an obligation of confidentiality owed to the disclosing party; or (e) is independently developed by the receiving party without breach of this Agreement.
Use of Proprietary Information. Each party agrees that all drawings, specifications, records and documents of the other party and all information pertaining to its affairs are confidential, and a party shall not make any unauthorized disclosure, reproduction, copying or noting of the same at any time during or after this Agreement. Furthermore, each party acknowledges and agrees that the obligations of each party under this Agreement may require familiarity with confidential, technical and Proprietary Information (including source codes and object codes), methods of operation and trade secrets which belong to a party, the unauthorized disclosure of which to any and all third parties would materially damage the Virtual Tribe. Each party shall hold such information in strictest confidence and shall not make use thereof other than for the performance of the obligations of each party as agreed herein and will not disclose such information to any other person or entity. Each party agrees to abide by all appropriate procedures to ensure the protection of the other party’s confidential, proprietary, technical and trade secret information. The provisions of this section shall survive the term of this
Remedies. In the event that a party should violate the confidentiality and/or any other obligation contained herein, it agrees that the other party shall have the right to enjoin or restrain it from continuing with such act through the appropriate processes. In addition, thereto, and without prejudice to any other right of a party under this Agreement or under the law, a party shall be liable to the other party for damages, attorney’s fees and other costs of litigation. The payment of damages shall not discharge a party from further compliance with said provisions or obligations.
- Non-Waiver. A party’s failure at any time, or from time to time, to enforce or require the strict keeping and performance by the other of any of the terms and conditions of this Agreement shall not constitute a waiver by a party of such terms or conditions, and shall not affect or impair such terms or conditions in any way, or a party’s right at any time to avail itself of such remedies as it may have for any breach or breaches of such terms and conditions.
- Force Majeure. Either Party shall not be liable or deemed to be in default hereunder for any delay or failure in the performance of any of its obligations under this Agreement resulting from any cause, beyond the control of said party such as, but not limited to, acts of God, acts of public enemy, acts of the government, civil or military wars, fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, labor disputes, freight embargoes, inability to obtain export licenses or import authorization and lack of available transport, except where such events are direct results of the Party’s gross negligence or willful misconduct.
- Relationship. The Parties to this Agreement are independent contractors. Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the Parties hereto, and neither Party shall not hold itself out or allow itself to be held out as a partner, agent, employer or employee of the other.
Neither Party shall be responsible for any act, negligence or default of the other Party’s employees or representatives and shall keep the other Party indemnified against the same and all actions.
- Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.
If you do not accept any part of this Service Term, please discontinue using our website/s and/or subscribing to ANY of our services, offers and/or events.
CONTACT US
If you have any questions about this terms, please contact us:
By email: info@virtual-tribe.com
By Phone: (214) 646-8706
By sending an inquiry on our Contact Us page: https://virtual-tribe.com/contact-us/