Terms and Conditions of Service

PO Box 3812, Longview, Texas, 75606

866-235-0811 info@edsuite.com

BY OPENING ANY ACCOUNT WITH OR USING ANY SERVICES PROVIDED BY EDSUITE, CUSTOMER ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS AND PROVISIONS OF THIS AGREEMENT AS THEY MAY BE AMENDED OR MODIFIED FROM TIME TO TIME NOTWITHSTANDING THE FACT THAT IT HAS NOT EXECUTED THIS AGREEMENT:

  1. Accounts and Agreements: Customer has requested EDsuite to perform web design, development and management services. Customer agrees that the terms and conditions contained in this Agreement and any separate rules established by EDsuite from time to time shall govern such accounts and all activities undertaken by EDsuite to provide such services to Customer.
  2. Authority: Customer represents and warrants to EDsuite that all necessary corporate or other action required to authorize the Customer to enter into this Agreement has been taken; that the designated representative has full authority to execute this Agreement on behalf of Customer; and that the execution and performance of this Agreement does not contravene the Customer's articles of incorporation, by-laws, or other organizational documents, or any agreement to which the Customer is a party or by which it is bound.
  3. Service Charges: EDsuite reserves the right to implement overage service charges on delayed payments. All products developed per project specifications remain the property of EDsuite and/or EDsuite until payment of charges in full.
  4. Review of Account Statements: EDsuite will mail or otherwise make account statements available to Customer request. If Customer requests that EDsuite hold its mail, Customer agrees that EDsuite will be deemed to have made Customer's statements and items available to Customer when the statement is issued. Customer must promptly review statements and any accompanying items and notify EDsuite promptly in writing of any dispute or difference of account for any reason. Customer must report any such irregularity promptly, and in no event later than sixty (60) days after Customer's statement and items were received or otherwise made available to Customer. Customer's statement will be deemed to be received by Customer seven (7) days after its date. Failure to report such irregularity within sixty (60) days shall preclude Customer from recovering any amounts from EDsuite.
  5. Liability and Indemnification: Customer agrees that EDsuite's responsibility to the Customer under this Agreement shall be limited to the exercise of ordinary care. EDsuite shall not be responsible under any circumstances to Customer or any third party for delays or failures in performance caused by events beyond EDsuite's reasonable control including, but not limited to, delays or failures resulting directly or indirectly from strikes, riots, war, military or national emergencies, Acts of God, natural disasters, fire, outages of computers or equipment, or failure of transportation, communication methods, or power. EDsuite shall not be responsible for loss of site functionality, content, or complete loss resulting from, but not limited to, DDos attacks, hacking, failure to secure personal passwords, web bots, crawlers, viruses or other such incursions. Furthermore, EDsuite will not be held responsible under any circumstances for vulnerabilities in open source, custom or 3rd party purchased code within the website. With respect to all claims or controversies raised by third parties, whether occurring or claimed before or after the termination of this Agreement, the Customer agrees, to reimburse and indemnify EDsuite for, and hold it harmless against any loss, liability, claim, cost, or expense (including but not limited to reasonable attorney's fees) of any kind arising out of or in connection with the performance by EDsuite of its duties and obligations under this Agreement or any Service Agreement or of defending against any such claim or liability except to the extent such claim or controversy arises out of EDsuite's failure to exercise ordinary care. CUSTOMER EXPRESSLY AGREES THAT IN NO EVENT SHALL EDSUITE BE LIABLE FOR LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH THE SERVICES CONTEMPLATED BY THIS AGREEMENT OR ANY SERVICE AGREEMENT EVEN IF EDSUITE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  6. Agents and Third Parties: EDsuite assumes no responsibility for the accuracy or timeliness of data supplied to EDsuite, nor for any error or delay on the part of any agent or third party used by EDsuite or Customer in the provision of information or the execution of any transaction. EDsuite shall not be liable for acting in accordance with instructions from Customer, agents of Customer, or third parties, or for refusing to act upon requests made not in accordance with this Agreement. The Customer acknowledges that information concerning the Customer and the Customer's account may be transmitted to or through and/or stored in various countries or states. The Customer authorizes such transmission and/or storage as EDsuite or any institution shall reasonably consider necessary or appropriate in the provision of services.
  7. Amendment: This Agreement may be amended by EDsuite, from time to time, and posted to the EDsuite website in place of the former agreement. EDsuite may choose to, but will not be required to notify customers of any amendments to this Agreement. Customers will have direct access to download and review the most current Agreement at any time at EDsuite.com/agreements.
  8. Termination: EDsuite may close a Customer's account and/or terminate this Agreement at any time effective upon written or oral notification to Customer. Customers of EDsuite are not required to sign a contract of any length upon hiring EDsuite's services, therefore there is no fee accessed for a customer choosing to terminate their account with EDsuite. However, if a customer chooses to terminate service, EDsuite will not refund any fees previously paid for hosting and/or annual support licenses at the time of termination. The customer will be held liable for any and all unpaid fees and billing for services provided up to the date of termination, and must remit payment within 1 week of termination notice. EDsuite maintains the right to retain control and possession of a customer's website, coding, and domain until all unpaid fees have been returned in full.
  9. Notices: All written notices required by this Agreement to Customer shall be provided to Customer at its addresses described herein and shall deemed given when sent to such address or such other address as Customer may designate to EDsuite in writing.
  10. Complete Agreement: This Agreement contains the complete agreement and understanding of the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreement. Customer further agrees that it did not rely on any statements, representations, agreements, or warranties, except as expressed herein.
  11. Assignment: This Agreement may not be pledged, transferred or assigned by Customer without the prior written consent of EDsuite.
  12. Governing Law and Jurisdiction: This Agreement shall be governed, construed and enforced, in accordance with the laws of the state, commonwealth or district where EDsuite providing such service has its principal office. The Customer consents to jurisdiction in any court within the state, commonwealth or district where EDsuite has its principal office which has jurisdiction over the subject matter of any action arising out of this Agreement.