Terms of Service

Last Updated: December 23, 2023

 

These Terms of Service constitute a contract by and between Site Trustee, LLC (“Site Trustee”) and you, as a Site Trustee customer. These Terms of Service may change from time to time in Site Trustee’s sole and absolute discretion. Site Trustee will use its best efforts to notify you of any changes, which will be effective immediately, unless the notice specifies a different effective date.

 

Services

Site Trustee offers a wide variety of services related to your WordPress Website (“Site”). Site Trustee’s services may change from time to time, as certain offerings are added, discontinued, or offered in different packages. Site Trustee’s current service offerings are listed on Schedule A (the “Services”) to these Terms of Service. You accept and agree be bound by these Terms of Service by using or accepting any of the Services offered by Site Trustee or otherwise indicating your affirmative acceptance of such Services.

Site Trustee reserves the right to refuse to provide any Service to anyone for any reason not prohibited by law. Site Trustee also reserves the right to suspend or terminate any Service for any reason not prohibited by law. Any attempt to damage Site Trustee or any other Internet server will result in immediate account deactivation without prior notice.

Fees, Invoicing and Payment Terms

You agree to pay Site Trustee the fees associated those Services you request. Site Trustee’s current fee schedules are listed on Schedule A. Site Trustee may change its fees from time to time, in its sole and absolute discretion, upon written notice to you.

Site Trustee bills on full month, quarterly, or annual terms. Site Trustee will invoice you at least 5 business days before the due date. Site Trustee sends all invoices and payment notices by electronic mail. No invoices will be sent by postal mail or fax, unless requested and agreed upon in writing by Site Trustee before Service is rendered.

Payment in full is due in advance of starting the Service, and thereafter on each anniversary date of the Service startup. Site Trustee will automatically charge your credit card on file on each due date. If the invoice remains unpaid after the 5th business day following the due date for any reason (whether because the credit card was declined or otherwise), the account (including all paid Services for the account) suspended as of the 6th day after the due date. You are fully responsible for ensuring payment is made in a timely manner and are fully responsible for keeping accurate and current credit card information on file. All credit card, PayPal, or other chargebacks for the Services rendered, or partially rendered, will be assessed a $50 fee, per incident. In addition, any fees owed to Site Trustee and not paid when due will accrue interest at one and one half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.

Access and License

You agree to allow Site Trustee and its representatives the right to access your equipment and data, as reasonably needed, for purposes of installing, servicing, configuring, maintaining, inspecting, upgrading, replacing and removing the services and/or equipment used to receive any of the Services. In so doing Site Trustee will take all reasonable care to ensure the work is completed in a professional manner with minimal interruptions to Services.

You hereby grant to Site Trustee a limited, nonexclusive, non-transferable license to use, reproduce, modify, publish and display your content in connection with the Services provided under these Terms. You have sole responsibility for determining whether any of your content, trademarks, copyrights and other intellectual property provided to Site Trustee infringes the rights of any third party. You are solely responsible for security the appropriate approvals and licenses for all photography, media and other content on the Site.

Suspension of Services; Termination by Site Trustee

Site Trustee may immediately suspend any Service in its sole discretion and upon notice to you if: (a) Site Trustee determines in good faith that you are in breach of any provision of these Terms, or (b) if any invoice remains unpaid in full 5 business days after the due date. Site Trustee may terminate any Service if the foregoing noncompliance has not been cured within 30 days of your receipt of notice.

In addition, Site Trustee may terminate any Service at any time upon 30 days’ written notice before the next billing cycle.

Termination by You

You may terminate any Service at any time upon 30 days’ written notice before the next billing cycle, unless the parties agree to another time period in writing.  You are responsible for all charges associated with a Service until written termination notice is promptly received according to this paragraph. Service fees are non-refundable.

Representations and Warranties

You represent and warrant that:

(i) You are the owner of the Site and all of its content, and have the full legal right to grant the license rights set forth in this Agreement.

(ii) You  are at least 18 years of age.

(iii) You will not attempt to decompile, reverse engineer, disassemble, or otherwise reproduce, reconstruct, copy, or duplicate any proprietary software or code used or provided by Site Trustee.

(iv) You will not use or attempt to use Site Trustee’s Services for any illegal or unlawful purpose.

(v) You will not sell, reproduce, copy, or repackage Site Trustee’s Services to or for any other person or entity.

(vi) You will not use your Site or Site Trustee’s Services in a manner that interrupts, damages, disables, burdens, or impairs any other website, or interferes with any person’s or entities’ use of or access to any website.

(vii) You will use Site Trustee’s Services and operate your Site in accordance with these Terms of Service.

Site Trustee warrants that the Services will conform to the documentation made available to you and will be performed consistent with generally accepted industry standards by persons of reasonable skill who are trained and experienced in providing such services. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SITE TRUSTEE DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, TITLE OR NON-INFRINGEMENT. SITE TRUSTEE DOES NOT WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

Indemnification

You agree to defend, indemnify, save and hold harmless Site Trustee, its affiliates and their respective owners, members, directors, officers, employees and representatives (each, an “Indemnitee”)  from  and against any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees (“Claims”) arising out of or related to  the Site and any services, products sold or offered for sale on the Site, or Site content provided by you, including but not limited to Claims related to:

  1. Any injury to person or property caused by any products sold or otherwise distributed in connection with a Site Trustee server;
  2. Any material supplied by you infringing or allegedly infringing on the proprietary rights of any person or entity;
  • Any error or inaccuracy in information provided by you;
  1. Any illegal or unlawful activity conducted through your Site or your business;
  2. Negligence or willful misconduct committed by you, your agents, officers, or employees;
  3. Copyright, trademark, patent, or other intellectual property infringement; and
  • Any defective products sold from a Site Trustee server.
  • Any noncompliance with applicable laws, rules, regulations, ordinances, court orders or orders of any regulatory agency.

Site Trustee will give you prompt notice of any action instituted against Indemnitees. You agree that, with respect to any such action: (i) Site Trustee has the right to assume exclusive control of the defense and/or settlement of such action, without affecting your indemnification obligations hereunder, if (a) criminal liability of Indemnitees is (or is reasonably expected to be) alleged in such action or would (or is reasonably expected to) directly result from such action; (b) injunctive relief and/or specific performance is (or is reasonably expected to be) sought from Indemnitees; or (c) Site Trustee reasonably believes that your and the Indemnitees’ interests with respect to such action are in conflict with one another such that you could not adequately represent the interests of Indemnitees in such action; (ii) Site Trustee has the right to be represented and participate in any proceeding relating to such defense and/or settlement through its own counsel at its own expense; (iii) you shall not settle any action in a manner that constitutes any admission, imposition or statement of any wrongdoing or liability on the part of Indemnitees, or imposes upon Indemnitees any obligation, or in any way prejudices the rights of Indemnitees, without Site Trustee’s express advance written consent; and (iv) if you fail to actively pursue its defense and/or settlement obligations as to an action, then Site Trustee has the right to assume the defense and/or settlement of such action without affecting your indemnification obligations hereunder (including, but not limited to, reimbursement of any and all damages awarded and/or settlements made, and all costs and expenses incurred by Site Trustee in maintaining such defense). Each party will provide reasonable assistance to the other with respect to any matter subject to this Section.

Insurance and Limitation Of Liability

You are solely responsible for maintaining insurance coverage for any claims which may arise related to your Site. It is your sole responsibility to adequately insure yourself against business interruption, loss of business or other losses. Site Trustee shall not have responsibility to you for your failure to maintain sufficient insurance coverage.

IN NO EVENT WILL SITE TRUSTEE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COST OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF SITE TRUSTEE FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICES OR THESE TERMS, INCLUDING, BUT NOT LIMITED TO, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL FEES PAID TO SITE TRUSTEE BY YOU FOR THE SERVICES FROM WHICH THE CLAIM OR LIABILITY AROSE IN THE TWO MONTHS IMMEDIATELY PRECEDING THE ACT, OMISSION OR EVENT GIVING RISE TO SUCH CLAIM OR LIABILITY.

Spam Policy

Site Trustee is committed to a strict anti-spamming policy. You agree to comply with Site Trustee’s Spam Policy set forth below, as it may be amended from time to time by Site Trustee in its sole discretion. If you have any complaints or comments regarding spam on Site Trustee’s network, please contact Site Trustee.

Sending unsolicited commercial email (a.k.a. “spam”), cross-posting messages to a large number of usenet groups, posting obscene or threatening messages while using or referring to an email address or web site URL on Site Trustee’s network is prohibited. The use of Site Trustee’s network as a mail drop for responses to activities described above is also prohibited. Accounts terminated due to spam will be billed a “clean up” fee of $100 along with a potential fee of $50 per mailing/complaint if they are deemed to be unresponsive to our requests.

Under this policy, we prohibit spam, or any unsolicited commercial email, from being sent either: Over the Site Trustee network, by clients or any other users of the Site Trustee network (including your customers); AND/OR over ANY network – if the message sent advertises or mentions a site hosted on the Site Trustee network. We react quickly and seriously to violations, and we further reserve the right to suspend or terminate the Services of any client disregarding this policy.

Content Policy

You agree to comply with Site Trustee’s Content Policy set forth below, as it may be amended from time to time by Site Trustee in its sole discretion. Site Trustee has sole and absolute discretion to interpret and enforce this Content Policy.

All Services provided by Site Trustee may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any law is prohibited. This includes, but is not limited to: copyrighted material, trademark, intellectual property, material that promotes any illegal activity, or material protected by trade secret and other statutes without proper authorization. Site Trustee will comply with all requirements of all applicable laws and regulations and will comply with orders of any court of competent jurisdiction or regulatory agency with authority over Site Trustee or its business.

Examples of unacceptable content include, but are not limited to, the following:

  • Pirated software, including warez or any other commercial software which you do not have the legal right to distribute;
  • Serial numbers and CD keys for commercially available software which you do not have the legal right to distribute;
  • Music (.mp3, .wma, .ogg, etc.), Movies and Television shows (.mpg, .avi, .wmv, etc.), images (.jpg, .gif, .png, etc.) or compressed files or archives containing such files (.zip, .rar, .tar, etc.) which you do not have the legal right to distribute;
  • Child pornography, rape, or bestiality;
  • Security circumvention software or archives;
  • Any content that facilitates in identity theft, credit card fraud, or any other type of fraud;
  • Torrent files and trackers that facilitate the download of any materials included in this list;
  • Any software that facilitates any activity prohibited in this policy; and
  • Any content that facilitates a violation of the System and Network Security policy below.
  • Any illegal activity may result in your site being suspended immediately, without notification. Violations of this policy may be subject to clean-up fees of $100 per violation.

System And Network Security Policy

You agree to comply with Site Trustee’s System And Network Security Policy set forth below, as it may be amended from time to time by Site Trustee in its sole discretion.

You are solely responsible for any inadequate security, insecure/unpatched software, insecure passwords, and the like. You are responsible for assuring that your Site and account are as secure as possible. You are solely responsible for all bandwidth overage fees ($0.35 per GB on dedicated servers and colocation, $0.50 per GB on VPS accounts, unless other terms are agreed upon in writing), clean-up fees, and managed service fees.

Violations of system or network security are strictly prohibited, and may result in criminal and civil liability, in addition to termination of Services. Site Trustee investigates all incidents involving such violations and will cooperate with law enforcement if a criminal violation is suspected.

Examples of system or network security violations include, but are not limited to, the following:

  • Introduction of malicious programs into the network or server (example: viruses, worms, Trojan Horses and other executables intended to inflict harm);
  • Effecting security breaches or disruptions of Internet communication and/or connectivity. Security breaches include, but are not limited to, accessing data for which you are not an intended recipient or logging into a server or account that you are not expressly authorized to access. For purposes of this section, “disruption” includes, but is not limited to, port scans, ping flooding, email-bombing, packet spoofing, IP spoofing and forged routing information;
  • Executing any form of network activity that will intercept data not intended for your server;
  • Circumventing user authentication or security of any host, network or account;
  • Interfering with or denying service to any user other than your host (example: denial of service attack or distributed denial of service attack);
  • Using any program script/command, or sending messages of any kind, designed to interfere with or to disable a user’s terminal session, via any means, locally or via the Internet.

Scripting/IRC Policy

Site Trustee prohibits the running of any specific IRCd, eggdrop, IRC related scripts, programs, or bots.

Availability and Backups

If you order Monitoring Service, Site Trustee will monitor and report Site downtime. If an anomaly materially affects the Site, Site Trustee will respond to the issue within four (4) hours during Site Trustee’s normal business hours, and will use its commercially reasonable efforts to repair or restore the Site from backup within eight (8) hours.

You are solely responsible for assuring that backups are kept. With dedicated servers, backup space is provided with all accounts, but it is your responsibility to activate that backup space and to backup your data.

Site Trustee makes no guarantees of any kind, either expressed or implied, as to the integrity of the backups. It is your sole responsibility to maintain local copies of content and other stored information. If loss of data occurs due to causes solely with Site Trustee’s direct control, we will take commercially reasonable action to recover the data at no charge to you. Site Trustee is not responsible for any data loss to the extent due to your or a third party’s negligent or willful acts or omissions, or due to any other cause outside of Site Trustee’s direct control.

Notices

Notices must be in English, in writing, and will be deemed given when delivered by hand or five (5) business days after being sent using a method that provides for positive confirmation of delivery.

Notices to Site Trustee must be sent to: Site Trustee LLC, 2296 Henderson Mill Rd., NE, #116, Atlanta, GA 30345. The email address for communications related to these terms is [email protected].

Notices to you will be sent to your contact information that Site Trustee has on file. It is your responsibility to ensure that your complete contact and billing information are up-to-date and accurate, including full mailing address and a list of authorized contacts. Site Trustee will contact users via the email addresses and/or phone numbers entered by the user and is not responsible for the accuracy of this information. Services are only rendered to those users whose information is on file as an authorized contact on the account

You agree to be contacted by email or telephone, including but not limited to contact by manual calling, prerecorded or artificial voice messages, text messages, emails, and/or automatic telephone dialing systems, at any email address or number provided to Site Trustee.

Force Majeure

“Force Majeure Event” means any act or event, whether foreseen or unforeseen, that meets all of the following tests. The act or event: (a) prevents a party, in whole or in part, from performing its obligations hereunder; (b) is beyond the reasonable control of and not the fault of the nonperforming party; and (c) the nonperforming party has been unable to avoid or overcome the event by the exercise of due diligence. Despite the preceding definition, a Force Majeure Event excludes economic hardship, changes in market conditions, and insufficiency of funds. In furtherance of the definition of Force Majeure Event and not in limitation of that definition, each of the following acts and events is deemed to be a Force Majeure Event: war, flood, lightning, drought, earthquake, fire, volcanic eruption, landslide, hurricane, cyclone, typhoon, tornado, explosion, civil disturbance, act of God or the public enemy, terrorist act, military action, epidemic, pandemic, disease outbreak, famine or plague, shipwreck, action of a court or public authority, or strike, work-to-rule action, go-slow or similar labor difficulty, each on an industry-wide, region-wide or nationwide basis. The foregoing list is not exhaustive, and the principle of ejusdem generis is not to be applied in determining whether a particular act or event qualifies as a Force Majeure Event.

If a Force Majeure Event occurs, the nonperforming party is excused from whatever performance is prevented by the Force Majeure Event to the extent prevented. Despite the preceding sentence, a Force Majeure Event does not excuse any obligation by either the performing party or the nonperforming party to make any payment required under these Terms. When the nonperforming party is able to resume performance of its obligations, it shall immediately give the performing party written notice to that effect and shall resume performance.  The relief offered by this provision is the exclusive remedy available to the nonperforming party with respect to a Force Majeure Event.

No Waiver

No failure or delay in enforcing any right or exercising any remedy, and no act, omission or course of dealing between the parties, will be deemed a waiver of any right or remedy. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.

Severability

If any provision of these Terms is determined to be or becomes invalid, unenforceable or illegal, such portion will be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation, or stricken, and the remaining provisions will remain in full force.

Survival

The parties’ obligations under these Terms which by their nature are intended to continue beyond the termination of Services shall survive the termination of Services.

Governing Law; Jurisdiction; Attorney’s Fees

This Agreement will be governed and interpreted by the laws of the State of Georgia, without regard to its conflicts of law provisions. Any controversy or claim arising out of or related to these Terms of Service must be heard in courts located in DeKalb County, Georgia. You consent to jurisdiction and venue in these courts and waive any argument that they are an inconvenient forum. In any legal action arising from your breach of these Terms of Service, Site Trustee shall be entitled to recover reasonable attorneys’ fees, costs and expenses of litigation, and prejudgment and post judgment interest at the maximum rate allowed by applicable law.

Assignment; Successors; Third Party Beneficiaries

You may not assign, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law or any other manner, any of your rights or delegate the performance of any of your duties under these Terms without Site Trustee’s prior written consent, which will not be unreasonably withheld. Any purported assignment or delegation will be null and void. Notwithstanding the foregoing, these Terms will be binding on and inure to the benefit of your successors and assigns.  These Terms do not, and are not intended to, confer any rights or remedies on any person other than the parties.

Entire Agreement; Modifications

These Terms supersede all previous agreements and understandings between the parties, constitute the entire agreement between the parties regarding the subject matter, and supersede all proposals and prior discussions and writings between the parties with respect thereto. These Terms may not be modified or amended except in a writing signed by Site Trustee.

 

SCHEDULE A

 

WordPress Website Monitoring for Site Owner. $29/site/month.

WordPress Website Hosting & Site Management for Site Owner. $60/site/month.

Site Maintenance based on skills required:

Administrative, $75/hour. Content and image changes, data input, email creation, other iterative processes.

Writing or Graphic Design, $125/hour. Creation and editing of content; creation, implementation of graphical treatments on website, email templates, print collateral.

Developer, $150/hour. Technical tasks include installing & troubleshooting plugins, theme questions, CSS changes. Page additions.

Webmaster, $175/hour. Strategy and consulting, analytics review, UX/UI recommendations, conversion insights.

There is a one-hour minimum billing for work performed; after the first hour, additional hours are billed in 15-minute increments.