TERMS OF SERVICE
Chepri LLC dba DineEngine (“The Company”) agrees to furnish solutions to the subscriber, subject to the following Terms of Service (TOS) items and conditions. Use of Chepri LLC dba DineEngine Services constitutes acceptance and agreement to DineEngine Acceptable Usage Policy (AUP) as well as DineEngine Terms of Service (TOS) contract.
All provisions of this contract are subject to the Terms of Service (TOS) of Chepri LLC dba DineEngine and Acceptable Usage Policy (AUP). The AUP may be changed from time to time at the discretion of the company. Subscriber understands that change to the AUP by the company shall not be grounds for early contract termination or non-payment.
The agreement shall be construed in all respects in accordance with the laws of the country of United States applicable to all contracts enforceable in that country. Venue will be Franklin County, Columbus, Ohio USA.
Subject to the terms and conditions set forth herein, Chepri LLC dba DineEngine, an Ohio Limited Liability Company (“DineEngine”) agrees to provide the services as contained and outlined in the associated project breakdown to the client. By both approving the provided document and providing an electronic signature, Client (1) agrees to pay the amount(s) set forth in the Payment Terms detailed in the document, 2) confirms the accuracy of the Associated Project Costs, and 3) agrees to the following terms.
1. DISCLOSURE TO LAW ENFORCEMENT:
The AUP specifically prohibits the use of our service for illegal activities. Therefore, Subscriber agrees that the Company may disclose any and all subscriber information including assigned IP addresses, account history, account use, etcetera to any law enforcement agent who makes a written request corresponding to a subpoena or other court order without further consent or notification to the Subscriber. In addition, Chepri LLC dba DineEngine shall have the right to terminate all service set forth in this Agreement.
2. SERVICE RATES:
Subscriber acknowledges that the nature of the service furnished and the initial rates and charges have been communicated to the Subscriber. Subscriber is aware that Chepri LLC dba DineEngine may prospectively change the specified rates and charges from time to time. The promotional offer is contingent upon Company achieving and maintaining its cost of service goals including but not limited to rates charged to company by its suppliers.
3. PAYMENT:
According to the terms of service, Client agrees to pay the deposit amounts as set forth in the provided documents. The term of the agreement shall begin upon acceptance by Client and last until all the Services are completed by Chepri LLC dba DineEngine or until sooner terminated by either party.
Establishment of this service is dependent upon receipt by the company of payment of stated charges. Subsequent payments are due on the anniversary date of the month for that month’s service, else on the anniversary date of the year for that year’s service if Subscriber has opted for annual payment.
4. PAYMENTS AND FEES:
Payments via any method which are declined for any reason are subject to a $25.00 NSF fee. Payments via check which are declined are subject to the $25.00 NSF fee PLUS any bank charges which Company incurs. Service will be interrupted on accounts that reach 10 days past due.
According to these terms of service, Chepri LLC dba DineEngine shall have the right to temporarily deny service or terminate this agreement upon the failure of Client to pay charges when due. Such termination or denial will not relieve Client of responsibility for payment of all accrued charges, plus reasonable interest and any collection fees or attorneys’ fees generated in attempting to collect payment. A late fee of 3% will be applied to overdue invoices every 30 days.
Accounts that are not collectable by Chepri LLC dba DineEngine may be turned over to an outside collection agency for collection. If your account is turned over for collection, you agree to pay DineEngine a “Processing and Collection” fee of not less than $75. If you desire to cancel your account, please follow the proper procedure to do this as outlined in this terms of service.
5. REFUNDS AND DISPUTES:
All payments to Chepri LLC dba DineEngine are non-refundable after 30 days. However, the cost of domain name registration, site security certificate (SSL) purchases, or third-party software or services are non-refundable at any time. This includes the one time setup fee and subsequent charges regardless of usage.
All overcharges or billing disputes must be reported within 60 days of the time the dispute occurred. If you dispute a charge to your bank or credit card issuer that, in Chepri LLC dba DineEngine’s sole discretion is a valid charge under the provisions of the TOS and/or AUP, you agree to pay DineEngine an “Administrative Fee” of not less than $75 and not more than $200.
IMPORTANT NOTICE: *All deposits to Chepri LLC dba DineEngine are non-refundable after 30 days* and Cost of Domain Name Purchases are non-refundable at any time.
Web, Mobile Development and Design Projects: If all work on a project is ceased before 30 days and a request for a returned deposit is required: The deposit will be subtracted the amount of billable hours at full price or $169.99 per hour, whichever is greater. All deposits received, again, are non-refundable.
6. FAILURE TO PAY:
Chepri LLC dba DineEngine Interactive may temporarily deny service or terminate this terms of service agreement upon the failure of Subscriber to pay charges when due. Such termination or denial will not relieve Subscriber of responsibility for the payment of all accrued charges, plus reasonable interest and any collection fees.
7. ACCOUNT CANCELLATION:
Requests for canceling hosting accounts may be made in writing with at least 30 days notice but not more than 60 days prior written notice. If work on a project is canceled by either party within 30 days of payment and a request for a returned deposit is required, the deposit will be subtracted the amount of billable hours at the current full hourly rate of $169 per hour.
If Client wishes to cancel the services and this agreement, Client shall contact Chepri LLC dba DineEngine at the address included in the provided documents, call 1-800-338-8102, or fax (614) 556-4047. Once Client has submitted notice of cancellation, DineEngine will contact Client either by the telephone number or the email address that DineEngine has on record to confirm the cancellation. Client must then verify the cancellation within 48 hours. You must have all account information to cancel.
8. SUBSCRIBER ACKNOWLEDGES:
The service provided is of such a nature that service can be interrupted for many reasons other than the negligence of the company and that damages resulting from any interruption are difficult to ascertain. Therefore, Subscriber agrees that the company shall not be liable for any damages arising from such causes beyond the direct and exclusive control of Chepri LLC dba DineEngine.
Subscriber further acknowledges that the company’s liability for its own negligence may not in any event exceed an amount equivalent to charges payable by Subscriber for services during the period damages occurred. In no event shall the Company be liable for any special or consequential damages, injury, or loss.
9. NEW DOMAIN ACCOUNTS:
All new web hosting accounts involving new domains will be setup and entered into our DNS servers within 3 to 5 business days. Due to unforeseen complications, however, this process may sometimes require up to 7 business days. If the new domain is registered by the account holder, there will be no handling fee.
If the domain is registered manually by Chepri LLC dba DineEngine Interactive on behalf of the account holder a handling fee will be incurred. Each Domain name will have its own domain account, the only exceptions are Alias domain names which have the same starting point as the main domain name.
10. TRANSFER OF DOMAINS:
According to these terms of service, new web hosting accounts which involve the transfer of a domain from another provider to Chepri LLC dba DineEngine will require a minimum of seven (7) days to be setup and entered into our DNS servers. In some cases, such transfers may take up to sixty (60) days.
Due to the unpredictable nature of the transfer process, no guarantees are made regarding the amount of time a specific transfer may take. If the transfer of the domain is done by DineEngine on behalf of the account holder a handling fee will be incurred. If the customer cancels service during the transfer period for any reason, all charges are considered earned.
11. SUPPORT BOUNDARIES:
Chepri LLC dba DineEngine provides technical support to our subscribers (except for a few holidays and short company meetings when we are unavailable). We limit our technical support to our area of expertise. We will provide support with all account, server and service problems free of charge, specifically server based issues ONLY.
We will only offer support for specific scripts, open source web software or systems: Joomla!, WordPress, Drupal, Directus, Magento Commerce, HTML, CGI, PHP, JavaScript, or other such application related software, if Subscriber agrees to pay additional fees which will be agreed upon by both parties as and when the need arises or if Subscriber is in an Application Support agreement. DineEngine does not provide support for YOUR customers.
If you can email, we encourage you to email [email protected] for assistance. If the matter is urgent, you may also contact us via live support whereby our sales team will forward you to one of our support staff. Lastly, we encourage you to check the FAQ section and any help files available for the service you are having problems with before contacting support.
12. SPAM AND UNSOLICITED COMMERCIAL EMAIL (UCE):
According to these terms of service, Chepri LLC dba DineEngine takes a zero tolerance approach to the sending of Unsolicited Commercial Email (UCE) or SPAM over our network. Very simply this means that customers of DineEngine may not use or permit others to use our network to transact in UCE.
Customers of Chepri LLC dba DineEngine Interactive may not host, or permit hosting of, sites or information that is advertised by UCE from other networks. In addition, it is not acceptable to transmit bulk email through remote SOCKS, HTTP or other similar proxies who in turn make a SMTP (TCP port 25) connection to the destination mail servers.
This technique may result in account suspension or termination. Violations of this policy carry severe penalties, including termination of service. In order to prevent unnecessary blacklisting due to spam we reserve the right to occasionally sample bulk email being sent from servers.
A) Violation of Chepri LLC dba DineEngine SPAM policy will result in severe penalties. Upon notification of an alleged violation of our SPAM policy, DineEngine will initiate an immediate investigation (within 48 hours of notification). During the investigation, DineEngine may restrict customer access to the network to prevent further violations.
If a customer is found to be in violation of our SPAM policy, Chepri LLC dba DineEngine may, at its sole discretion, restrict, suspend or terminate customer’s account. Further, DineEngine reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. DineEngine will notify law enforcement officials if the violation is believed to be a criminal offense.
B) First violations of this policy will result in an “Administrative Fee” of $250 and your account will be reviewed for possible immediate termination. A second violation will result in an “Administrative Fee” of $500 and immediate termination of your account. Users who violate this policy agree that in addition to these “Administrative” penalties, they will pay “Research Fees” not to exceed $224.99 per hour that DineEngine personnel must spend to investigate the matter. PLEASE, DO NOT SPAM.
13. NETWORK:
A) Bandwidth and Disk usage: According to these terms of service, Customer agrees that bandwidth and disk usage shall not exceed the limit per month for the services ordered by the customer on the Order Form (The “Agreed Usage”). Chepri LLC dba DineEngine will monitor customer’s bandwidth and disk usage. DineEngine shall have the right to take corrective action if Customer’s bandwidth or disk usage exceeds the Agreed Usage.
Such correction may include the assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement, which actions may be taken is in DineEngine’s sole and absolute discretion. If DineEngine takes any corrective action under this section, Customer shall not be entitled to a refund of any fees paid in advance prior to such action.
B. System and Network Security: According to these terms of service, Users are prohibited from violating or attempting to violate the security of the Chepri LLC dba DineEngine Network. Violations of system or network security may result in civil or criminal liability. DineEngine will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved with such violations.
These violations include, without limitation, according to these terms of service:
I. Accessing data not intended for such User or logging into a server or account, which such User is not authorized to access.
II. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.
III. Attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, “flooding”, “mail bombing” or “crashing”.
IV. Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
V. Taking any action in order to obtain services to which such user is not entitled.
14. NOTIFICATION OF VIOLATION:
A) According to these terms of service, Chepri LLC dba DineEngine is under no duty to look at each customer’s or user’s activities to determine if a violation of the AUP has occurred, nor do we assume any responsibility through our AUP to monitor or police internet-related activities.
B) First violation: Any user, which DineEngine determines to have violated any element of the AUP shall receive an email warning them of the violation. The service may be subject at DineEngine’s discretion to a temporary suspension pending a user’s agreement in writing to refrain from any further violations.
C) Second violation: Users that DineEngine determines to have committed a second violation of any element of the AUP shall be subject to immediate suspension or termination of service without further notice.
D) We reserve the right to drop the section of IP space involved in SPAM or Denial-of-Service complaints if it is clear that the offending party is causing great harm to parties on the internet. In particular, if open relays are on your network or a customers’ network, or denial of service attacks are originating from your network. In certain rare cases, we may have to do this before attempting to contact you. If we do this, we will contact you as soon as is feasible.
15. SUSPENSION OF SERVICE OR CANCELLATION:
According to these terms of service, Chepri LLC dba DineEngine Interactive reserves the right to suspend network access to any customer if in the judgment of the DineEngine network administrators the customer’s server is the source or the target of the violation of any of the other terms of the AUP or for any reason which DineEngine chooses.
If inappropriate activity is detected, all accounts of the Customer in question will be deactivated until an investigation is complete. Prior notification to the customer is not assured. In extreme cases, law enforcement will be contacted regarding the activity. The customer will not be credited for the time the customer’s machines were suspended.
16. CHEPRI LLC dba DINEENGINE RESERVES THE RIGHT TO AMEND ITS POLICIES AT ANY TIME:
According to these terms of service, all Sub-Networks, resellers and managed servers of Chepri LLC dba DineEngine must adhere to the above policies. Failure to follow any term or condition will be grounds for immediate cancellation.
You will be held responsible for the actions of your clients in the manner described on these terms of service. Therefore, it is in your interest to implement a similar or stricter terms and conditions or otherwise called Acceptable Terms of Use Policy.
17. Indemnification:
Chepri LLC dba DineEngine wishes to emphasize that in agreeing to the DineEngine Acceptable Usage Policy (AUP) and Terms of Service (TOS), customer indemnifies DineEngine for any violation of the AUP and TOS that results in loss to DineEngine or the bringing of any claim against DineEngine by any third-party.
This means that if Chepri LLC dba DineEngine is sued because of a customer’s or a customer of a customer’s activity, the customer will pay any damages awarded against DineEngine plus all costs and attorneys fees.
18. MISCELLANEOUS PROVISIONS:
According to these terms of service, you must provide us with, and keep current, good contact information for you. Email and telephone contacts are used, in that order of preference.
A) A waiver by Chepri LLC dba DineEngine of any breach or provision of this agreement by subscriber shall not operate as or be construed as a continuing or subsequent waiver thereof or as a waiver of any breach of any other provision thereof.
B) Subscriber shall not transfer or assign this Agreement without the prior written consent of the Chepri LLC dba DineEngine. We may assign Agreement at anytime without consent from or notice to subscriber. DineEngine reserves right to cancel customers rights under this contract at anytime without further obligation.
C) Chepri LLC dba DineEngine takes no responsibility for any material input by others and not posted to the DineEngine network by DineEngine. DineEngine is not responsible for the content of any other websites linked to the DineEngine network; links are provided as internet navigation tools only. DineEngine disclaims any responsibility for any such inappropriate use and any liability to any person or party for any other person or party’s violation of this policy.
D) Chepri LLC dba DineEngine is not responsible for any damages your business may suffer, including “hacked” websites. DineEngine does not make implied or written warranties for any of our services. DineEngine denies any warranty or merchantability for a specific purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by DineEngine.
E) It is absolutely forbidden to host pornographic content or servers on hosting accounts without prior written consent. Any accounts found in violation of this will be subject to immediate cancellation without refund or compensation.
19. RESPONSIBILITY FOR CONTENT:
According to these terms of service, the Subscriber as a Chepri LLC dba DineEngine customer are solely responsible for the content stored on and served by your DineEngine server/hosting account.
20. DENIAL OF SERVICE:
We reserve the right to refuse service to anyone at any time for any reason.
21. OWNERSHIP OF THE INTELLECTUAL PROPERTY RIGHTS IN THE DEVELOPED SOFTWARE BY CHEPRI LLC dba DINEENGINE:
Subject to Client’s full payment of all amounts due Chepri LLC dbna DineEngine under this agreement, DineEngine DOES NOT assign to Client all right, title and interest in the copyrights in the work product created by DineEngine pursuant to this agreement (the “Work Product”), unless expressly stated to the contrary.
Chepri LLC dba DineEngine will own or hold all rights to Work Product in perpetuity. The Client will assign all rights to DineEngine upon finishing Work Product. DineEngine retains all right, title and interest, including all copyright, patent rights and trade secret rights in final Work Product. DineEngine also reserves the right to display portions of the Work Product as examples of its work in brochures, its portfolio and website, and as content features in other projects.
Notwithstanding the foregoing, Client acknowledges that Chepri LLC dba DineEngine owns or holds a license to use and sublicense various development or authoring tools it uses to create final Work Product for its clients.
Such tools may include, but are not limited to: licensed libraries, modules, components, templates, themes, JavaScript, HTML code, Java code, Java applets, subroutines, search engines and toolbars for maneuvering between pages as well as any tools or materials that existed at the commencement of this agreement (collectively, “Developer Tools”).
Chepri LLC dba DineEngine retains all right, title and interest, including all copyright, patent rights and trade secret rights of the Developer Tools. Subject to full payment of all amounts due under this agreement, DineEngine grants Client a nonexclusive, worldwide license to use the Developer Tools to the extent included in the Work Product and for all updates and revisions thereto.
22. DineEngine Representations and Warranties:
Chepri LLC dba DineEngine warrants that the Work Product will conform to the specifications set forth in the Product Description. DineEngine does not warrant that the operation or use of the Work Product will be uninterrupted or error-free. CHEPRI LLC dba DINEENGINE EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Client understands and acknowledges that Chepri LLC dba DineEngine uses Agile methodologies for projects, and therefore costs associated with sprints or iterations are based on an hourly rate of $169.99. A sprint can last up to 4 weeks and therefore the amounts listed in the Product Details are only a quote based on an estimate of the amount of time multiplied in hours by the hourly rate to determine what a working product will take to design, develop and deliver. Any remaining functionality, road-mapped, or backlogged items not included in such sprint would then be rolled over to future versions, including bugs, features, new functionality, changes and/or updates. Features are prioritized based on client requirements, with the highest prioritized items being planned, designed and developed first.
CHEPRI LLC dba DINEENGINE DOES NOT GUARANTEE A WORKING PRODUCT EVEN AFTER A SPRINT IS COMPLETED. CHEPRI LLC dba DINEENGINE CAN ONLY PROVIDE ESTIMATED HOURS AND DELIVERY DATES BASED ON CLIENT’S REQUIREMENTS, WHICH ARE SUBJECT TO CHANGE. CHEPRI LLC dba DINEENGINE DOES NOT GUARANTEE ANY DATE OR TIME OF DELIVERY.
Chepri LLC dba DineEngine takes no responsibility for any material input by others, including client materials, content, and images not posted by DineEngine. DineEngine is not responsible for the content of any other websites linked to the DineEngine network; links are provided as internet navigation tools only. Chepri LLC dba DineEngine EXPRESSLY disclaims any responsibility for any such inappropriate use and any liability to any person or party for any other person or party’s violation of this policy.
23. LIMITATION OF LIABILITY:
In no event shall Chepri LLC dba DineEngine be liable to Client for lost profits of Client, or special or consequential damages, even if DineEngine has been advised of the possibility of such damages. DineEngine‘s total liability under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed the total amount of fees paid to DineEngine by Client under this agreement less that amount paid by DineEngine to third-party service providers.
24. INDEPENDENT CONTRACTOR:
In Chepri LLC dba DineEngine’s performance of its duties and obligations under this agreement, it is mutually understood and agreed that DineEngine is and will be an independent contractor of Client. Nothing in this agreement shall be construed as creating a partnership or joint venture between DineEngine and Client. DineEngine reserves the right to engage the services of third parties to complete the project described in the Project Description.
25. MISCELLANEOUS:
This agreement is governed by and construed in accordance with the laws of the State of Ohio. The parties designate the courts located in Franklin County, Ohio as courts of proper jurisdiction and venue with respect to any action or controversy under this agreement and waive any defenses to jurisdiction and venue with respect to any actions brought in such courts.
This agreement is binding upon and inures to the benefit of and is enforceable by the parties to this agreement and their respective successors and assigns. This agreement constitutes the entire agreement of the parties and supersedes any prior agreements and understandings, whether oral or written, between them with respect to the subject matter of this agreement.
This agreement may not be terminated, modified, or amended orally or by any course of conduct or usage of trade except by an agreement in writing duly executed by the parties. Any waiver of a breach of any provisions of this agreement is limited to the particular breach, and should not be deemed to be a continuing waiver of the same breach, and should not be deemed a waiver of any other provision of this agreement.
If any portion of this agreement is determined to be unenforceable or invalid, the remainder of this agreement remains binding and effective against all parties and their respective successors and assigns. This agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same agreement.
All representations, warranties, covenants and agreements in or under this agreement, and in any other documents executed or delivered pursuant to this agreement or in connection with the transactions contemplated by this agreement, survive the execution, delivery and performance of this agreement.
Each party will execute, acknowledge or verify, and deliver any and all documents that may from time to time be reasonably requested by the other party to carry out the purpose and intent of this agreement. Sections 6, 7, 8, 9, 10, and 11 shall survive completion of the Services and/or termination of this agreement.