 Open Framework Sustainability
Basic OFS Terms of Service/Terms of Conditions
Canvas Dreams LLC is a professional web hosting and sustainability services
company. This Agreement ("Agreement") governs your purchase and use,
in any manner, of all Open Framework Sustainability (OFS) services as described
in the online sign-up form ("Services"), ordered by you and accepted
by Canvas Dreams and describes the terms and conditions that apply to such
purchase and use of the Services. Under the terms of this agreement, your use
of our Services is an acknowledgment that you have read, understand, and agree
to abide by the terms and conditions below.This Agreement is between Canvas
Dreams LLC ("Canvas Dreams") and You, the OFS customer ("You").BY
ACCEPTING THIS AGREEMENT AND USING CANVAS DREAMS' SERVICES YOU AGREE TO BE
BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.Canvas Dreams and
You agree to the following provisions:
1. Initial Terms and Renewal Terms.
OFS Terms are defined as follows:
6 Session Track Commitment:
- Level 1 is Six 1-hour consulting, analysis, and
review sessions
- Level 2 is Six 2-hour consulting, analysis, education, and review
sessions
12 Session Track Commitment:
-
Twelve 1-hour consulting, analysis, and review
sessions
-
Twelve 2-hour consulting, analysis, education, and review sessions
This Agreement
shall be for an "Initial Term" as chosen by you in the online sign-up
form located on this Web site at the time you register for the Services and/or
outlined in the statement of work provided to you by your OFS project manager.
This Agreement is not automatically renewed, but can be renewed (the "Renewal
Term") at the end of the Initial Term for the same period as the Initial
Term by notifying your OFS project manager or calling Canvas Dreams Customer
Support for Initial Term or the Renewal Term. You must provide Canvas Dreams
with your notice of termination in writing or by email and submitting the notice
to your assigned OFS representative. Any notice of termination will be effective
following thirty (30) days after Canvas Dreams' receipt thereof.
2. Provision
of Services.
Canvas Dreams agrees to provide services to You in exchange for your payment
for Canvas Dreams' services, your execution and compliance with this agreement.
Provision of Canvas Dreams' services shall commence once Canvas Dreams has
received both your payment for Canvas Dreams' services and this Agreement duly
executed by You. You warrant and represent that You shall use Canvas Dreams'
services only for lawful purposes.
3. Termination Policy.
If you terminate your use of the Services prior to the end of the Initial
Term or the Renewal Term, whichever is then applicable, (a) Canvas Dreams will
not refund to you any fees paid in advance of such termination and (b) you
shall be required to pay an early termination fee equal to one OFS session,
unless otherwise expressly provided in this Agreement. Your termination request
or notice must be submitted to Canvas Dreams in the manner described above.
4. Termination without Cause.
Canvas Dreams may terminate this Agreement at
any time and for any reason by providing to you written notice ten (10) days
prior to the date of termination. If Canvas Dreams terminates this Agreement,
Canvas Dreams will refund to you the pro-rated portion of pre-paid fees attributable
to Services (excluding set-up fees) not yet rendered as of the termination
date unless otherwise expressly provided in this Agreement.
5. Termination for Cause.
You agree to keep Canvas Dreams informed of all current contact and billing
information for your account, including debit/credit card information. Failure
to maintain or keep current all contact information shall be a valid ground
for Canvas Dreams' termination of services for cause.If Canvas Dreams terminates
your account for a violation of this Agreement, Canvas Dreams shall not be
required to refund to you any amounts billed to you for the billing period
in which Canvas Dreams Services terminate. Additionally, you will still be
obligated to pay for any services prior to the end of the Initial Term as outlined
in section 3 above.
6. Payment Terms.
You agree to be billed for all recurring and one-time charges,
including late charges, for any Canvas Dreams services ordered by You and
any fees You owe to Canvas Dreams.Charges are payable by Visa, Mastercard,
American
Express, or Discover charge cards. Canvas Dreams will invoice You for the
first installment once your account is set up, and at regular intervals as
specified
by you at the time you signed up for Services.Charges for upgrading your
current OFS package, or performing custom add-on requests, will not be billed
until
your next invoice.Canvas Dreams will submit all invoices to You by email.Payments
for OFS packages and Custom Services are due at the start of each billing
period.Payments for all other Services are due within 30 days of receipt of
invoice.Payments
can be scheduled automatically, paid by phone, or paid through our online
support system with using Visa, Mastercard, American Express, or Discover charge
cards.
Late OFS and Custom Project payments will be automatically suspended after
seven (7) days. A $25 fee may be assessed for reactivating an account previously
suspended due to late payment.
7. Taxes.
Canvas Dreams shall not be liable for any taxes and other governmental fees
to be paid which are related to purchases made from You or from Canvas Dreams'
server. You agree that You shall be fully responsible for all taxes and fees
of any nature associated with products or services sold through the use of
or with the aid of services provided to You by Canvas Dreams.
8. Materials and Products.
Any material and data You provide to company in
connection with Canvas Dreams' services shall be in a condition that is in
a form requiring no additional manipulation on the part of Canvas Dreams.
Canvas Dreams shall make no effort to validate this material or data for content,
correctness, or usability. Material or data that is not in this condition
shall
be a breach of this agreement.Canvas Dreams may, in its sole discretion,
reject material or data that You have placed on Canvas Dreams' servers or that
You
request Canvas Dreams put on Canvas Dreams' servers. Canvas Dreams agrees
to notify You immediately of its refusal of the material or data and provide
You
with an opportunity to amend or modify the material or data to meet the requirements
of Canvas Dreams. your failure to amend or modify the data or material as
directed by Canvas Dreams within a reasonable time shall be a breach of this
agreement.
9. Liability; No Warranty; Limitation of Damages.
YOU EXPRESSLY AGREE THAT USE OF CANVAS DREAMS' SERVICES IS AT YOUR SOLE RISK.Canvas
Dreams, its agents, affiliates, licensors or the like, do not represent or
warrant, expressly or impliedly, that Canvas Dreams' services will not be interrupted
or error free; neither do they make any warranty as to the results that may
be obtained from the use of Canvas Dreams' services or as to the accuracy,
reliability, or content of any information service or merchandise contained
in or provided through Canvas Dreams' services, unless otherwise expressly
stated in this agreement.Canvas Dreams, its officers, agents, or anyone else
involved in providing Canvas Dreams' services shall not be liable for any direct,
indirect, incidental, special, or consequential damages that result from the
use or inability to use Canvas Dreams' services; or for any damages that result
from mistakes, omissions, interruptions, deletion of files, errors, defects,
delays in operation, or transmission, or any failure of performance, whether
or not limited to acts of God, communication failure, theft, destruction, or
unauthorized access to Canvas Dreams' records, programs, or services.Canvas
Dreams will exercise no control over the content of the information passing
through Canvas Dreams' network except those controls expressly provided herein.Canvas
Dreams makes no warranties or representations of any kind, express or implied,
for the service it is providing. Canvas Dreams also disclaims any warranty
of merchantability or fitness for a particular purpose and will not be responsible
for any damages that may be suffered by the You, including loss of data resulting
from delays, non-deliveries, or service interruptions by any cause or due to
your errors or omissions. Use of any information obtained by way of Canvas
Dreams is to be used at your own risk, and Canvas Dreams specifically denies
any responsibility for the accuracy or quality of information obtained through
its services. Canvas Dreams expressly limits its damages for any non-accessibility
time or other downtime to credit applied towards future invoices. Canvas Dreams
expressly limits its responsibility for any damages arising as a consequence
of such unavailability.
10. Patents, Copyrights, Trademarks, and Other Intellectual and Proprietary
Rights.
Except for rights expressly granted herein, this agreement does not transfer
any intellectual or other property or proprietary right to You. You agree that
all right, title, and interest in any product or service provided to You is
Canvas Dreams'. These products and services are only for your use in connection
with Canvas Dreams' services provided to You as outlined in this agreement.You
expressly warrant to Canvas Dreams that You have the right to use any patented,
copyrighted, or trademarked material which You use, post, or otherwise transfer
to Canvas Dreams servers.
11. Age.
You expressly represent and warrant that You and any person to whom
You grant access to your Canvas Dreams account have reached the age of eighteen.
12. Indemnification.
You agree that You shall defend, indemnify, save, and
hold Canvas Dreams harmless from any and all demands, liabilities, losses,
costs, and claims, including reasonable attorneys' fess, asserted against
Canvas Dreams, its agents, servants, officers, and employees, that may arise
or result
from any service provided or performed or agreed to be performed or any product
sold by You, your agents, employees, or assigns.You agree to defend, indemnify,
and hold harmless Canvas Dreams against liabilities arising out of:
(i) any injury to person or property caused by any products sold or otherwise
distributed in connection with Canvas Dreams services provided to You;
(ii) any material supplied by You infringing or allegedly infringing on the
property or proprietary rights of a third party;
(iii) copyright infringement; and
(iv) any defective product which You sold or distributed by means of Canvas
Dreams services.You agree that the liability limit of Canvas Dreams shall
in no event be greater than the aggregate dollar amount which You paid during
the terms of this agreement, including any reasonable attorneys' fees and
court
costs.
13. Miscellaneous.
Governing Law; Jurisdiction; Forum. This agreement shall be governed by and
construed in accordance with the laws of the state of Oregon without regard
to its conflicts of laws or principles. You agree, in the event any suit is
brought in connection with Canvas Dreams' provision of services to You, to
submit to the jurisdiction of the state of Oregon, and agree to the courts
of Washington County, Oregon as the appropriate forum.Severability. In case
any one or more of the provisions contained herein shall, for any reason, be
held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or non-enforceability shall not affect any other provisions of
this agreement, and this agreement shall be construed as if such provision(s)
had never been contained herein, provided that such provision(s) shall be curtailed,
limited, or eliminated only to the extent necessary to remove the invalidity,
illegality, or unenforceability.Waiver. No waiver by Canvas Dreams of any breach
by You of any of the provisions of this agreement shall be deemed a waiver
of any preceding or succeeding breach of this agreement. No such waiver shall
be effective unless it is in writing and then only to the extent expressly
set forth in such writing.Entire agreement. This agreement shall constitute
the entire agreement between You and Canvas Dreams.
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