This Development Terms of Service (“Agreement” or “Terms”) is made between Boyce Suite Company Ltd. and the person or entity (collectively “you” or “your” or “I”) that executes and delivers a Service Order (“Service Order” or “Contract”) for the provision of Services set forth on the Service Order.
BY EXECUTING AND DELIVERING THE SERVICE ORDER, SIGNING AN AGREEMENT OR ACCESSING OR USING ANY OF THE SERVICES, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.
“Confidential Information” means all confidential and proprietary information of a party disclosed either before or after the effective date of this Agreement and marked as such (if such information is capable of being so marked) regarding such party’s products and business that are disclosed by such party (the “Disclosing Party”) to the other party (the “Non-Disclosing Party”) under this Agreement including, but not limited to, the Disclosing Party’s intellectual property. Confidential Information also includes (a) the unpublished prices and other terms of service, audit and security reports, maintenance reports, data centre designs and other proprietary technology and (b) all information transmitted to or from, stored on, or otherwise processed by the servers or other devices used in the provision of the Services. Confidential Information does not include information: (i) in the public domain at the time of delivery, (ii) subsequently published or otherwise made part of the public domain through no fault of the Non-Disclosing Party or its representatives, (iii) in the Non-Disclosing Party’s possession at the time of disclosure and not acquired by the Non-Disclosing party directly or indirectly from Disclosing Party or its representatives on a confidential basis, (iv) which becomes available to the Non-Disclosing Party on a non-confidential basis from a source not under an obligation of confidentiality to the Disclosing Party, or (v) information that is independently developed without reference to the Confidential Information, as evidenced by written records maintained in the ordinary course of business.
“Content” means anything that is, in any way, used by the Website. This includes, but is not limited to, a Database, text, images, video and audio.
“Complete” means the Website is “Functionally Complete” and contains your Content.
“Database” is a separate application that the Website may use to store persistent information.
“Development Completion Date” means the Website is Functionally Complete but is still waiting for Content from you.
“Fees” means the Setup Fees, Recurring Fees and Non-Recurring Fees.
“Functionally Complete” means the Website performs all requirements stated in the Service Order that is not Content dependant.
“Initial Term” means that period of time commencing upon the Service Commencement Date and ending either (i) one (1) month thereafter or (ii) upon expiration of the Service Contract period set forth on the Service Order, if other than monthly.
“Launch” means making the Complete Website accessible to you and the public, if required in the Service Order.
“Non-Recurring Fees” mean those fees set forth on the Service Order that are due when and if a particular Service is utilized, such as additional bandwidth used by you during the term of this Agreement.
“Recurrence Period” means the recurring period upon which you agree to pay for the Services as set forth in the Service Order.
“Recurring Fees” mean those fees set forth on the Service Order that are due on a recurring basis throughout the term of this Agreement upon each Recurrence Period.
“Renewal Term” means the subsequent renewal of the Initial Term or any Renewal Term, commencing upon expiration of such Initial Term or Renewal Term and ending upon either (i) one (1) month thereafter or (ii) expiration of the Service Contract period set forth on the Service Order if other than monthly.
“Service Commencement Date” means that date upon which you are given access by Boyce Suite Company Ltd. to begin using the Services.
“Services” means those services requested by you and provided by Boyce Suite Company Ltd. as set forth on a Service Order.
“Setup Fees” mean those fees set forth on the Service Order that are due upon the Service Commencement Date and represent the initial fees necessary to initially set up and configure the Services.
“Support” means the telephone and online technical support provided by Boyce Suite Company Ltd. in connection with the Services.
“User” means you or any other person or entity that you permit to access or otherwise use the Services.