Essare LLC Web Design, Hosting, and Data Management Terms and Conditions
Revised June 26, 2024

1. Introduction

Welcome to Essare LLC (“we”, “us”, “our”). These Terms and Conditions (“Terms”) govern your use of our web design and hosting services (the “Services”). By using our Services, you agree to comply with and be bound by these Terms. If you do not agree to these Terms, please do not use our Services.

2. Services

2.1 Web Design

We offer custom web design services tailored to the needs of small businesses. This includes website layout, graphics, content integration, and other related services.

2.2 Hosting

We provide hosting services to ensure your website remains accessible on the internet. These services may include: server storage and compute, provisioning, maintenance, monitoring, backups, DNS management, SSL certificates, bandwidth, and technical support.

2.3 Data Management

We provide custom data management services related to your website. This includes integrating data from third-party sources and delivering data to third-party destinations.

3. Client Obligations

3.1 Accurate Information

You agree to provide accurate and complete information as required for the provision of our Services and to promptly update this information if there are any changes.

3.2 Compliance with Laws

You agree to use our Services in compliance with all applicable laws and regulations.

3.3 Content Responsibility

You are responsible for all content uploaded or posted on your website. You warrant that you have the necessary rights to use such content and that it does not violate any third-party rights or applicable laws.

4. Payment Terms

4.1 Fees

Fees for our Services are specified in your service agreement, statement of work, or invoice. All fees are non-refundable unless otherwise stated.

4.2 Payment Schedule

Payments are due as outlined in your service agreement. Late payments may result in suspension or termination of Services. Re-activation of suspended services may require additional fees.

5. Intellectual Property

5.1 Ownership

All materials created by us, including but not limited to designs, graphics, and code, remain our intellectual property until full payment is received. Upon full payment, ownership of the materials created by us will transfer to you, except for third-party materials and software, which remain the property of their respective producers.

5.2 License

Prior to full payment and for any non-transferable elements:
We grant you a non-exclusive, non-transferable license to use our designs and materials solely for your website. This license applies (a) during the period before full payment is received, and (b) indefinitely for any third-party materials or other elements that do not transfer ownership as specified in clause 5.1. Upon full payment, this license will automatically terminate for all materials where ownership is transferred to you, as outlined in clause 5.1.

5.3 Client-Provided Materials and Indemnification
You warrant that any materials, content, or intellectual property you provide to us for use in the Services (“Client Materials”) are owned by you or that you have obtained all necessary rights and permissions to use them in connection with our Services. You agree to indemnify, defend, and hold Essare LLC harmless from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any alleged infringement of third-party intellectual property rights resulting from our use of Client Materials in providing the Services. This indemnification obligation shall survive the termination of our Services and these Terms.

6. Termination

6.1 By Client

You may terminate the Services at any time by providing us with written notice. Termination will become effective at the end of your current billing cycle. If your service agreement includes a minimum term and you terminate the Services before the end of this term, you will be responsible for the immediate payment of all remaining fees due for the duration of the minimum term.

6.2 By Us

We reserve the right to terminate or suspend your access to the Services if you breach these Terms or engage in conduct that we deem inappropriate.

7. Limitation of Liability

To the maximum extent permitted by law, we are not liable for any direct, indirect, incidental, special, or consequential damages resulting from your use of our Services, even if we have been advised of the possibility of such damages. In any event, our total liability to you for any claims arising out of or related to our Services shall not exceed the total fees paid by you to us for the Services.

8. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, losses, liabilities, and expenses arising from your use of our Services or violation of these Terms.

9. Modifications

We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting the updated Terms on our website. Your continued use of our Services after any changes constitutes your acceptance of the new Terms.

10. Force Majeure

Neither party shall be liable for any failure or delay in performing their obligations under these Terms where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, Internet service provider failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, storm, earthquake, or any other event that is beyond the reasonable control of the party. If a force majeure event occurs, the party affected shall be entitled to a reasonable extension of time for performing their obligations. If the period of delay or non-performance continues for 3 weeks, the party not affected may terminate this agreement by giving 14 days’ written notice to the affected party.

11. Severability

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole. Such unenforceable or invalid provision shall be deleted without affecting the remaining provisions herein, and the remainder of the Terms will continue to be valid and enforceable to the fullest extent permitted by law. In such cases, the parties shall negotiate in good faith to replace such provision with a valid and enforceable provision that most closely reflects the original intent of the unenforceable or invalid provision.

12. Governing Law

These Terms are governed by and construed in accordance with the laws of the state of Minnesota, without regard to its conflict of law principles.

13. Contact Information

If you have any questions about these Terms, please contact us at:

Essare LLC
support@essare.net
763-280-3113