ValleyWebsites is a division of KGI Enterprises.  This is an agreement between you and KGI Enterprises.  This agreement explains the basis upon which the website account, web hosting service, domain registration and related transactions between you and KGI Enterprises will take place and our responsibilities toward each other.  To complete the registration process, you must acknowledge that you have read, understood and agree to be bound by all terms and conditions listed here.   

By entering into this agreement, in addition to transactions entered into by you on your behalf, you also agree to be bound by the terms of this agreement for transactions entered into on your behalf by anyone acting as your Agent.  You also agree to be bound by the terms of this agreement for transactions entered into by anyone who uses the account you've established with KGI Enterprises whether or not the transactions were in your behalf.

You agree and acknowledge that this Agreement as well as any additional rules and policies, together with any modifications of the same, constitute the complete and exclusive agreement between you and KGI Enterprises concerning your use of the services provided to you by KGI Enterprises and supersede and govern all prior proposals, agreements, or other communications.

You acknowledge that KGI Enterprises' acceptance of any application made by you for services provided by KGI Enterprises will take place at KGI Enterprises’ offices located in Cathedral City, California. 

1. FEES

In consideration for the web site services and products ("services") purchased by you and provided to you by KGI Enterprises, you agree to pay KGI Enterprises at the time you order services your 1^st month’s fee for the services you have selected.  You also agree to have subsequent monthly fees charged to your credit card every 30 days for the upcoming 30 days of service.  Such fees will be charged until you cancel your services per the Cancellation process as stated in this agreement.  For purposes of this agreement, a month is defined as 30 days.

Although we have never raised our fees and a fee increase is not anticipated, if an increase in fees ever does become necessary, KGI Enterprises agrees to provide a full 60 day notice prior to any rate change going into effect. 

Service may be interrupted on accounts that are 10 days past due.  If an account is 20 days past due, KGI Enterprises reserves the right to terminate services.  

2.   TERM OF AGREEMENT; MODIFICATIONS 

The term of this agreement shall continue in full force and effect as long as you maintain your website account with us.  You agree that KGI Enterprises may modify this agreement from time to time without prior notice.  KGI Enterprises may also discontinue services it provides under this agreement and/or assign, sell or transfer rights to provide services covered under this agreement to a third party.   You agree to be bound by any changes KGI Enterprises may reasonably make to this agreement when such changes become effective.  Should you elect not to be bound by these changes you may cancel your services with KGI Enterprises.  In such a case, you will not receive a refund for any fees you may have paid to KGI Enterprises or for any time you have remaining on your billing term.  

You agree that KGI Enterprises will not be bound by any representations made by third parties who you may use to purchase services from KGI Enterprises and that any statements whether of a specific or general nature, which may be posted on a KGI Enterprises web site or contained in KGI Enterprises’ promotional materials, will not bind KGI Enterprises. 

3.      UP TO DATE INFORMATION

You agree to notify KGI Enterprises within seven (7) days when any of the information you provided as part of the application and/or registration process changes.  It is your responsibility to keep this information in a current and accurate status.  Such information includes but is not limited to:  a valid e-mail address, phone number and current, valid credit card number.  Failure to keep information current and accurate could result in termination of your account.  Failure by you, for whatever reason, to provide KGI Enterprises with accurate and reliable information shall be considered to be a material breach of this agreement.  Failure by you, for whatever reason, to respond within ten (10) days to any inquiries made by KGI Enterprises to determine the validity of information provided by you, shall also be considered to be a material breach of this agreement and can result in termination of account.

4.      DOMAIN NAME REGISTRATION 

You authorize KGI Enterprises to register or transfer a domain name on your behalf.  You agree that KGI Enterprises cannot guarantee that you will receive the domain name you have requested on your order, even if an inquiry indicates that the domain name is available since KGI Enterprises cannot know with certainty whether or not the domain name which you are seeking to register is simultaneously being sought by a third party or whether there are inaccuracies or errors in the domain name registration databases, including the various WHOIS databases.  You acknowledge and agree that KGI Enterprises may choose to reject your application for a domain name for any reason including but not limited to rejection due to a request for registration of a prohibited domain name. 

By applying for a domain name and by asking us to maintain a requested domain name as part of your account with us you hereby represent and warrant to us that to your knowledge the registration of the domain name will not and does not infringe upon or otherwise violate the rights of a third party.  You agree and acknowledge that it is your responsibility to determine whether the domain registration infringes or violates someone else’s rights. 

You agree to be bound by ICANN's Uniform Domain Dispute Policy. 

You agree that if KGI Enterprises is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a domain name registered for your account by KGI Enterprises that KGI Enterprises, in its sole discretion, may take whatever action KGI Enterprises deems necessary regarding further modification, assignment of and/or control of the domain name including termination of rights to, and release of, the domain name.  You agree that KGI Enterprises in its sole discretion may also take whatever action KGI Enterprises deems necessary to comply with the actions or requirements of a governmental, administrative or judicial body.  You agree to hold KGI Enterprises harmless for any action taken by KGI Enterprises related to the registration of or termination of the domain name you have asked us to register and we maintain for your account.

5.  WEBSITE CONTENT 

All services provided by KGI Enterprises must be used for lawful purposes only.  Transmission, storage or presentation of any information, data or material in violation of any Federal, State, Local or International law is prohibited.  This material includes, but is not limited to, copyrighted material. 

KGI Enterprises reserves the right to remove any and all materials which infringe or are alleged to infringe on copyrighted work.  Such materials may be removed by KGI Enterprises at any time upon receiving a written complaint and/or notice of copyright infringement.  You agree that if such material is removed from your site you agree to hold KGI Enterprises harmless for any action taken by KGI Enterprises.

The following web sites and web site content is prohibited:

• Pornography, adult and sex-related web sites.  Links from your web site to such sites are also prohibited.

• Hate sites

• Obscene content

• Content that may be damaging to KGI Enterprises’ servers or any other server on the internet.  Such content includes but is not limited to pirated software, hacker programs or archives, warez sites, copyright violations, any mass download content sites including but not limited to music, video, audio, shareware, software, freeware, free images or anything that makes it an excessively high bandwidth site.

• Selling of software of bulk e-mail lists

• IRC and IRC bots.

You are solely responsible for the content of your website. 

KGI Enterprises will be the sole arbiter in determining violations of this content policy and reserves the right to remove any content at any time for any reason, even if the reason is not expressly listed in this section. You agree that if KGI Enterprises become aware of or is informed by another party that such material may be violating the policies listed here that KGI Enterprises may take any and all action it deems necessary including but not limited to removal or the offending material and/or termination of your account.  This action may be taken without prior notification to you.  There will be no refunds given for service terminated for violations of this policy.  You agree to indemnify and hold harmless KGI Enterprises from any claims related to the use of this service which damages you or a third party. 

6.      E-MAIL

The sending of bulk e-mail or unsolicited commercial e-mail (also known as "SPAM" or "junk e-mail") is strictly prohibited.   IF YOU SPAM, YOUR WEBSITE SERVICE MAY BE CANCELED AND/OR SUSPENDED.  IN SUCH A CASE, NO REFUNDS WILL BE GIVEN.  

Upon notification of an alleged violation of this provision, KGI Enterprises will launch an investigation.  During the investigation, KGI Enterprises may restrict your access or disable your account or parts of your account to prevent further violations.  KGI Enterprises may take such action without notification to you.  If you are found to be in violation of this provision, KGI Enterprises may at its sole discretion restrict, suspend or terminate your account.

There will be no refunds given for service terminated for violations of this policy.

KGI Enterprises may notify law enforcement if violation of this provision is believed to be a criminal offense.

You authorize KGI Enteprises to set up email account(s) and related services on your behalf.

7.  WEBSITE CREATION AND UPDATES

"Website content" is defined as all website text, and any images you provide us that fit within the text body of your website.  Website content does NOT include any part of the website design.  In case of disagreement, KGI Enterprises shall be the sole arbiter of whether an item is considered "website content."

You may provide customized text to us to use in your website content. 

Although KGI Enterprises makes every effort to ensure customer satisfaction with all website content changes requested by you and implemented by KGI Enterprises, there may be times when that may prove impossible on a more or less continual basis.  If your dissatisfaction occurs on a more or less continual basis in the sole opinion of KGI Enterprises, KGI Enterprises may, at it's sole discretion, elect to permanently discontinue service to your account.  In such an instance, KGI Enterprises will notify you via email, cancel your service and refund only the current month's service fee.   

As part of your monthly service fee, you are allowed a specific number of hours of website changes each month.  Changes are made in 15 minute increments.  Website change time does not accrue.  If unused at the end of that particular month, any time left unused is lost.

KGI Enterprises reserves the right to restrict website content changes if requested changes provide a unique and consistent burden to KGI Enterprises even if you have time remaining on your website changes allotment for the month.  KGI Enterprises will be the sole arbiter of what represents a unique and consistent burden.  If website content changes are restricted, you will be notified and have the option of continuing service with the website content change restrictions or you may elect to discontinue services and we will refund the current month's web site fee.

8.  MONEY BACK GUARANTEE

If you are not satisfied with your web site for any reason, you may request a refund at any time within 30 days of first signing up for a website account with KGI Enterprises by submitting a refund request via the online support request form in the Customer Support Area of the Valley Websites website.  Once we receive your request we will confirm that we have received it and will refund your initial web site service fee.  For Supreme Account users, payment made on your behalf for Google Ad Costs are not refundable. If you do not receive confirmation of receipt from us, it is your responsibility to make sure that we receive your request.

If you invoke the money back guarantee per the terms of this Agreement and would like the domain name we have registered on your behalf or transferred to KGI Enterprises for you, you may notify us within 30 days of invoking the guarantee that you wish to keep your domain name.  We will transfer the domain name to you upon payment of a $15 transfer fee.   

9.  GOOGLE ADWORDS

If the services plan you purchase comes with Google Adwords set up and monitoring you acknowledge that you are NOT guaranteed specific results.  We expressly disclaim that you will receive a certain ranking or a minimum level of visitors.  You acknowledge that we do not control or have any influence over Google therefore cannot offer any certainties or guarantees with respect to your Google Adwords campaign.

We will monitor and optimize your Google Adwords campaign monthly to the best of our ability.  You acknowledge that there are many factors involved with the management of a Google Adwords campaign and we do not, cannot and will not guarantee that you will get the best ranking possible or for the lowest cost.  You acknowledge that although we try it is possible that we may not target the best keywords for your business or optimize your ads to the fullest extent possible.

Purchasers of the Advanced Plan agree to pay Google directly for the actual advertising costs incurred by your Google Adwords campaign.  We are only responsible for the setup, monitoring and optimization of ads for up to 10 keywords that we select.  If you choose to add additional ads or keywords to your account we are not responsible for those additions and such ads MUST be set up within a separate ad campaign.  We are no longer responsible for monitoring or optimizing keywords if you make any adjustments including cost per click, ads or other campaign elements to keywords or ads that we are monitoring.  A $250 charge will be assessed if such adjustments are made and we agree to continue monitoring your campaign.   When we initially set up your Google Adwords account we will set the initial budget as $1/day.  You acknowledge that after this initial set up, it is your responsibility to set and monitor your Google Adwords budget. 

For Purchasers of the Supreme Plan we will set up, monitor and optimize Google Adwords ads for up to 25 keywords that we select.  You agree NOT to make ANY changes or adjustments to ads, keywords, pay per click costs or any other campaign element of your Google Adwords account.   If such changes are made, whether or not said changes negatively impact our monitoring and optimization of your Adwords campaign, we reserve the right to terminate our participation in your Google Adwords campaign and change your monthly services plan to a plan that does not include the monitoring and optimization of a Google Adwords campaign.  A $250 charge will be assessed if such adjustments are made and we agree to continue monitoring your Google Adwords campaign for you. 

The Supreme Plan includes up to $15 worth of Google Adwords ads each month.  The actual amount spent may be less than $15 depending on the number of users who search for similar businesses in your area, the cost of the ads, the number of users who click on your ads and other issues the majority of which are outside our control.  If any portion of the $15 is unused it will NOT be carried over to the following month and refunds will not be issued for unused ad costs.   In some cases the amount spent during a month may be more than $15.   If so, you will NOT be charged for the overage unless the overage is a result of changes or adjustments you or a representative made to one or more elements of your Adwords account. 

10.  GOOGLE SUBMISSION

We agree to submit your website url to Google.  You acknowledge that the Google website submission which comes with each account does NOT guarantee you a listing in Google nor does it guarantee you a specific ranking, if listed.  You acknowledge that we do not control or have any influence over Google therefore cannot and do not guarantee you a specific result, visitors or a listing in the Google search engine.  We make no claim when or if your website will be listed or where it will be ranked.

11.      REFUNDS AND DISPUTES

KGI Enterprises does not provide refunds except as specifically provided for in this agreement. 

Unless otherwise noted in this document, all billing disputes must be reported to KGI Enterprises within 45 days of the time the event giving rise to the dispute occurred.

Customer balances past due by 45 days are subject to submission to a collection agency.  In such cases, you will be liable for the balance due, all collection costs, attorney fees and a $200 Collections Service Fee.  You expressly agree to indemnify and hold harmless KGI Enterprises from any claims that may be brought by you or a third party as a result of KGI Enterprises enforcing this provision.  

12.      CANCELLATION OF SERVICES

You may cancel your services at any time by sending written notice to us via the support request form on our website or via email.  Cancellations must be received by KGI Enterprises no later than 2 days prior to the date your next service fee is to be charged.  If you are canceling prior to the end of your billing term, you will not receive a refund for the unused portion of the term you did not use.  Once your cancellation request has been processed, we will send you an e-mail notifying you that we have received it.  If you do not receive such notification it is your responsibility to resubmit the cancellation request.

'"Website account files" are defined as your website, website content, website files, email accounts, email, domain name, Google Adwords package (if ordered) and any other items that may be associated with the website services provided to you by KGI Enterprises or are controlled on your behalf by KGI Enterprises.  Your website account files may be deleted by KGI Enterprises at any time after we receive your cancellation notice.  Once deleted, website account files can not be retrieved.  Website designs are the property of KGI Enterprieses and cannot be transferred to another service provider. 

Once services are canceled, either voluntarily by you or through action taken by KGI Enterprises, you will not have access to your website account files.  You agree to indemnify and hold harmless KGI Enterprises for any and all claims that may arise from cancellation of you account and/or deletion of your website account files.

If you cancel your services per the terms of this Agreement and would like the domain name we have registered on your behalf or transferred to KGI Enterprises for you, you MUST notify us within 7 days of cancellation if you wish to have us transfer the domain to you. 

If you do not cancel your service per the terms of this Agreement and/or have an outstanding balance on your account, KGI reserves the right to either terminate your website service and/or to keep your website content and domain name until such time as the outstanding balance is paid in full.   

13.      RESERVATION OF RIGHTS; REFUSAL OF SERVICE

KGI Enterprises expressly reserves the right to deny or cancel any domain registration or web site service or account that it deems necessary, in its sole discretion, to protect the integrity and stability of KGI Enterprises’ servers, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, to avoid any liability, civil or criminal, on the part of KGI Enterprises, as well as its affiliates, subsidiaries, officers, directors and employees, or for any other reason whether or not mentioned herein.  KGI Enterprises also reserves the right to suspend website service during resolution of a dispute.  Accounts denied or terminated due to one or more of the reasons listed in this paragraph shall not be refunded either in whole or in part.

KGI Enterprises may also refuse, cancel or suspend service at its sole discretion for any reason.  In the event KGI Enterprises at its sole discretion refuses, cancels or terminates your account, KGI Enterprises will, unless otherwise noted, provide you a pro-rata refund for the amount of time you still have remaining on your billing term.  Accounts terminated due to a breach of this agreement including but not limited to prohibited content or SPAM will not receive refunds of any kind either in whole or in part.  

KGI reserves the right to change or amend these Terms of Service at any time without prior notice.

14.  DISCLOSURE TO LAW ENFORCEMENT

You agree that KGI Enterprises may disclose any and all information that KGI Enterprises has about you and your account to any law enforcement agent upon written request by the law enforcement agent.  You agree that KGI Enterprises does not have to notify you or obtain your consent either before or after providing this information to law enforcement. 

15.  LIMITATION OF LIABILITY

You agree that KGI Enterprises entire liability to you under this agreement, and your only remedy, in connection with any service provided by KGI Enterprise to you under this agreement, and for any breach of this agreement by KGI Enterprises, shall be limited to one month's service fee.  

KGI ENTERPRISES AND ITS AGENTS AND CONTRACTORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE ANY OF KGI ENTERPRISES’ SERVICES OR FOR THE COST OF OBTAINING SUBSTITUTE SERVICES.  BECAUSE CERTAIN STATES DO NOT PERMIT THE LIMITATION OF ELIMINATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, KGI ENTERPRISES’ LIABILITY SHALL BE LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW.

KGI ENTERPRISES DISCLAIMS ANY LOSS OR LIABILITY RESULTING FROM:

1. access delays or interruptions to your website, your website services (which includes your e-mail and account), our web site or domain name registration system
2. non-delivery or mis-delivery of data or e-mail between you and KGI Enterprises
3. events beyond our control (i.e. acts of God)
4. the loss of registration or processing of a domain name or the use of a domain name
5. the unauthorized use of your account or any of the services provided to you by KGI Enterprises
6. the unauthorized request for changes to or cancellation of your website service by someone purporting to be you or someone purporting to act on your behalf
7. errors, omissions or misstatements
8. deletion of, failure to store, or failure to process or act upon email messages
9. processing of updated information to your account record
10. development or interruption of service to your web site
11. defect, deletion or delay in the operation of or transmissions to your website, your website services or website files
12. defect, deletion or delay to your website, your website services or website files due to computer virus, illegal activity, file corruption, communication line failure, network or system outage
13. defect, deletion or delay to your website, website services or website files due to theft, destruction, unauthorized access to, alteration of, or use of any record or file associated with your account or a part of your account
14. errors taking place with regard to the processing of your application
15. any act or omission caused by you or your agent (whether authorized by you or not)

16.  INDEMNITY

You agree to release, defend, indemnify and hold harmless KGI Enterprises and its contractors, agents, employees, offices, directors, shareholders and affiliates from and against any losses, damages or costs, including reasonable attorney's fees, resulting from any claim, action, proceeding suit or demand arising out of or related to your (including your agents, affiliates, customers, clients or anyone using your account with KGI Enterprises whether or not on your behalf and whether or not with your permission) use of the services provided by KGI Enterprises.  Should KGI Enterprises be notified of a pending law suit, or receive notice of the filing of a law suit, KGI Enterprises may seek a written confirmation from you concerning your obligation to indemnify KGI Enterprises.  Your failure to provide such a confirmation may be considered a breach of this agreement.

17. REPRESENTATIONS AND WARRANTIES

You warrant that all information provided by you as part of the registration process is complete and accurate.  You also warrant that the domain name you are submitting with your website application is being submitted in good faith and that you have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party's registration, trademark or trade name.  You also warrant that the domain name being registered and the website you create will not be used in connection with any illegal activity.

You agree that KGI Enterprises makes no representations or warranties or any kind in connection with this agreement and specifically makes no guaranty to you against the possibility of objection to, or challenge of, the registration or use of the domain name KGI Enterprises maintains as part of the website account service it provides you under this agreement or a guaranty of a listing or ranking in the Google search engine or a specified number of visitors from a Google Adwords campaign.   

18. DISCLAIMER OF WARRANTIES

Your use of KGI Enterprises is solely at your own risk.  All KGI Enterprises services are provided on an “AS IS” basis.  WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  WE MAKE NO WARRANTY THAT OUR SERVICE(S) WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.  WE DO NOT WARRANT, NOR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR RESULTS OF, ANY OF THE SERVICES WE PROVIDE, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.  

19. SEVERABILITY; ENTIRETY

You agree that the terms of this agreement are severable.  If any part of this agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties of the agreement.  The remaining terms and conditions of the agreement will remain in full force and effect.

You agree that this agreement constitutes the complete and only agreement between you and KGI Enterprises regarding the services contemplated herein.

20. VENUE; WAIVER OF TRIAL BY JURY

THIS AGREEMENT SHALL BE DEEMED ENTERED INTO IN THE STATE OF CALIFORNIA.  THE LAWS AND JUDICIAL DECISIONS OF RIVERSIDE COUNTY, CALIFORNIA SHALL BE USED TO DETERMINE THE VALIDITY, CONSTRUCTION, INTERPRETATION AND LEGAL EFFECT OF THIS AGREEMENT.  YOU AGREE THAT ANY ACTION RELATING TO OR ARISING OUT OF THIS AGREEMENT, SHALL BE BROUGHT IN THE COURTS OF RIVERSIDE COUNTY, CALIFORNIA.

YOU AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING THAT TAKES PLACE RELATING TO OR ARISING OUT OF THIS AGREEMENT.

21.  NOTICES

You agree that all notices (except for notices concerning breach of this agreement) from KGI Enterprises to you may be posted on our web site and will be deemed delivered upon posting.  This includes notice of any changes made to this agreement.  Notices concerning breach will be sent either to the email address you have on file with KGI Enterprises and/or an email address you have listed on your website or mailed certified mail to the postal address you have on file with KGI Enterprises.  In both cases, delivery shall be deemed to have been made five (5) days after the date sent.

Notices from you to KGI Enterprises shall be made either by email, sent to the address we provide on our web site, or first class mail to:

Delivery shall be deemed to have been made by you to KGI Enterprises five (5) days after the date sent.