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Terms

General Terms and Conditions

Before utilizing any of the following services offered by the service provider, such as website design, digital marketing, managed services, web hosting and hardware services, domain name registration, support services, or marketing retainer services, it is essential to thoroughly review this service agreement. This agreement includes provisions that exclude jury trials and class actions, and also place limits on the remedies accessible to you if a dispute arises.

  1. Agreement

This agreement pertains to the provision of various services offered by SERVICE PROVIDER to CUSTOMER, including (i) Web Hosting and Hardware Services, which encompasses infrastructure, bandwidth, firewall, backup, and telecommunications, (ii) Support and Maintenance plans, which includes Copywriting, Branding, Web Development, and Graphic Design, (iii) Domain Name Registration Service, (iv) Digital Marketing and Managed Services, including but not limited to Search Engine Optimization (SEO) and Search Engine Marketing (SEM), (v) professional website design (the “Website Design Service”), and (vi) Marketing Retainer Services. These services, collectively referred to as “Services,” shall each be considered a “Service.” This Agreement governs the relationship between SERVICE PROVIDER and CUSTOMER.

The Service sections of this Agreement shall apply only if CUSTOMER has signed up for, activated, or is currently utilizing any Services. By agreeing to this Agreement, CUSTOMER acknowledges that verbal direction given to SERVICE PROVIDER for the installation, development, or implementation of a Service constitutes an accepted method of commencing activation or utilization of said Service. Furthermore, CUSTOMER agrees to be billed for the Service as per the applicable terms outlined in Section 2 of this Agreement.

CUSTOMER’s establishment of an account for any Services, as well as their activation or use of any monthly Services, constitutes their agreement to be bound by this Agreement. CUSTOMER further agrees to utilize the Service(s) in accordance with the terms outlined within this Agreement and all relevant federal, state, and local laws, rules, and regulations, as well as the following policies and applicable product agreements that are hereby incorporated by reference:

AGREEMENTS

Website design and development

Digital marketing

Policies

Acceptable Use Policy

  1. Terms of This Agreement

This Agreement’s effective date is determined by the later of two dates: the date CUSTOMER executed a written agreement for any Services or activated any SERVICE PROVIDER monthly Services. For any Service that involves a monthly fee, the Initial Term of this Agreement will be twenty-four months (24) from the date of the last activated monthly Service or the execution date of any written Service(s) Order or Change Order for any Service, whichever date is later. Unless otherwise specified in a mutually agreed-upon written document signed by both CUSTOMER and SERVICE PROVIDER, the Initial Term for each Service shall be as defined above.

Upon the expiration of the Initial Term or Current Term, this Agreement shall automatically renew for an increment equal to the Initial Term, becoming the new Current Term, and will continue to auto-renew unless and until either party terminates the Agreement in accordance with the notice provisions outlined herein. To terminate this Agreement, either party must provide notice to the SERVICE PROVIDER more than thirty (30) days prior to the anniversary of the Initial Term or the Current Term, but no sooner than sixty (60) days prior to the anniversary of the Initial Term or the Current Term.

Unless ordered otherwise by a court, all Sections of this Agreement shall remain in effect and survive the termination of this Agreement.

  1. Subscription Agreement

In order to order and receive any of the Services, CUSTOMER must affirm that they are 18 years of age or older and that they have either (i) the legal authority to enter into this Agreement or (ii) they are representing a corporation, partnership, or other legal entity that is duly formed (and incorporated where applicable) and in good standing, and they have the legal authority and power to enter into this Agreement on behalf of such entity. CUSTOMER must also provide SERVICE PROVIDER with a valid credit card, debit card, or any other SERVICE PROVIDER approved payment method for the Services, CUSTOMER’s email, phone number, and billing address. CUSTOMER certifies that all information provided during the subscription process is accurate and complete, and they will keep this information updated with SERVICE PROVIDER should any changes occur.

SERVICE PROVIDER holds the right to verify the accuracy of the information that CUSTOMER submits while subscribing to the Services, including the Package and the account information. CUSTOMER consents to such verification. SERVICE PROVIDER also retains the right to authenticate the payment method information provided by CUSTOMER during the subscription and account updates. This process may involve attempting an authorization of up to $1.00 on CUSTOMER’s credit card or debit card, which will not actually be billed.

The fees charged by SERVICE PROVIDER will be in accordance with the billing plan associated with the Package or any Service selected by CUSTOMER. SERVICE PROVIDER holds the right to accept or reject any subscriber to the Services at its own discretion.

  1. Billing and Payment 

CUSTOMER is responsible for paying all fees associated with the Services, including (i) one-time and monthly fees, (ii) set-up fees and any other SERVICE PROVIDER fees, (iii) method of payment fees (if applicable), (iv) charges for additional Services or use of Services, (v) charges for add-ons to the features included in CUSTOMER’s Package (if applicable), and (vi) any time and materials tracked by SERVICE PROVIDER. CUSTOMER is also responsible for paying any surcharges and fees required by SERVICE PROVIDER or any applicable government entity, including taxes related to any purchases made from CUSTOMER’s website. All payments must be made in US dollars and are due immediately upon request. SERVICE PROVIDER reserves the right to modify the fees and pricing of the Services at any time with notice to CUSTOMER.

Once the website is deemed Production Ready, all website design and development fees and additional fees incurred during development are due without exception. Production Ready is defined by SERVICE PROVIDER as the point at which the CUSTOMER website is functional with basic functions and matches the website designs approved by the CUSTOMER, with or without content (images, text, products, shipping/tax info, merchant info). After the website reaches Production Ready status, all monthly billing for any contracted services will start immediately. If there are any functional bugs on the website that are identified within 90 days from Production Ready, they will be fixed at no cost to the CUSTOMER. After 90 days, any and all issues will be considered billable and will be subject to time and material hourly rates.

To utilize the Services, CUSTOMER must provide accurate billing information including their legal name, address, telephone number, and credit card or debit card number with the correct expiration date, or ACH information. CUSTOMER is required to promptly notify SERVICE PROVIDER of any changes to this information.

For monthly billing plans, CUSTOMER will be able to use the Service for any consecutive monthly period that has been paid in advance as described in the acceptance materials that CUSTOMER received as part of CUSTOMER sales transaction or on CUSTOMER order confirmation. For example, if CUSTOMER billing cycle begins on the sixth day of the month, then CUSTOMER payment due date (i.e. the date that the amount of CUSTOMER full monthly Service fee, including any and all applicable taxes and fees, must be received by SERVICE PROVIDER) will be prorated for that month and then will be on the first day of the next month and of each month thereafter.  There may be some exceptions where billing is on a different cycle or is a month in the rears.

CUSTOMER will be able to access and use the Service for the consecutive monthly period that has been paid in advance according to the acceptance materials received during the sales transaction or on the order confirmation. For instance, if the billing cycle starts on the sixth day of the month, the payment due date, which includes the full monthly Service fee, along with applicable taxes and fees, must be received by SERVICE PROVIDER on the first day of the following month and every month thereafter. However, there may be exceptions to this rule, and billing cycles may vary or be one month behind.

If CUSTOMER has provided SERVICE PROVIDER with valid credit or debit card information either verbally or in writing, CUSTOMER agrees to maintain current and valid billing information with SERVICE PROVIDER. If CUSTOMER has authorized SERVICE PROVIDER to automatically deduct CUSTOMER’s monthly fees and any other charges, fees, or taxes billed to CUSTOMER from CUSTOMER’s checking or savings account, CUSTOMER reaffirms CUSTOMER’s agreement to the Recurring Automatic Bank Draft Authorization. CUSTOMER acknowledges and agrees that SERVICE PROVIDER does not need any additional authorization for recurring payments, Services, or automatic billing options. If CUSTOMER’s credit or debit card company provides updated information, CUSTOMER acknowledges that SERVICE PROVIDER does not need additional authorization to use this information. SERVICE PROVIDER will email an e-receipt to CUSTOMER’s designated email address each month. SERVICE PROVIDER does not send paper invoices. CUSTOMER waives any right to charge-back or reversal of past invoices and agrees to pay all charged-back amounts, additional fees, and a penalty of $10,000 in liquidated damages to SERVICE PROVIDER.

SERVICE PROVIDER exclusively accepts electronic auto-draft payment through ACH or credit card for all billing purposes and does not consider checks as a standard payment method. However, in rare cases, checks may be accepted, but that does not eliminate the requirement for electronic auto-draft billing. If SERVICE PROVIDER accepts payment by check, then CUSTOMER must ensure that payments are received by the due date indicated on the invoice. SERVICE PROVIDER will charge a processing fee for each payment made by CUSTOMER. When CUSTOMER pays fees by e-check, SERVICE PROVIDER is authorized to electronically process the payment. If the check is processed electronically, the checking account of CUSTOMER may be debited on the same day that SERVICE PROVIDER receives the check, and neither the check nor a copy of it will be included with CUSTOMER’s checking account statement. SERVICE PROVIDER will charge a fee for returned checks or returned bank drafts from CUSTOMER’s financial institution.

SERVICE PROVIDER reserves the right to suspend or cancel delinquent accounts at their discretion. However, charges will continue to accrue until the account is canceled. If CUSTOMER pays their monthly Service fee to a third-party provider, their account may also be suspended for non-payment if it is delinquent for 10 or more days.

If CUSTOMER decides to upgrade to a different Package or Service, the corresponding costs will be charged accordingly. The upgrade will take effect immediately, and the fees for the upgraded Package or Service will be automatically charged to the payment method provided by the CUSTOMER. The upgrade will also begin a new Initial Term of twenty-four months for the upgraded Package and all active Service, unless SERVICE PROVIDER specifies otherwise in writing.

If CUSTOMER wishes to downgrade a service (i.e., reduction in service or price), it must seek approval from SERVICE PROVIDER, and all services will be repriced accordingly. If the downgrade request is approved, a new proposal with the new pricing will be provided for signature by CUSTOMER. The downgrade will take effect immediately, and CUSTOMER will be charged the fees based on the downgraded Package or Service via the payment method provided. Any downgrade of any Package or Service will commence a new Initial Term of twenty-four months for that Package and all active Service, unless SERVICE PROVIDER specifies otherwise in writing.

If CUSTOMER issues a stop payment on CUSTOMER account with CUSTOMER financial institution or notifies SERVICE PROVIDER of intent to stop payments or cancel services, CUSTOMER account will be automatically inactivated. Additionally, if CUSTOMER payment is declined or rejected on CUSTOMER account with CUSTOMER financial institution in connection with the payment of CUSTOMER monthly bill, CUSTOMER account may also be automatically inactivated.

Any charges incurred by the CUSTOMER are deemed valid unless disputed in writing within thirty (30) days of the billing date and sent to SERVICE PROVIDER. Please note that SERVICE PROVIDER does not guarantee any adjustments to charges that are disputed more than thirty (30) days after the billing date.

SERVICE PROVIDER has the right to modify the fees or pricing associated with CUSTOMER Service, introduce new fees or pricing, or adjust the fees or pricing linked to CUSTOMER account. These modifications will take effect upon email or invoice notice provided to the CUSTOMER at least 30 days prior to the effective date of such new fee. CUSTOMER acknowledges that all invoice notices are electronic and will appear as notations on the electronic invoice.

In order to recover outstanding balances, SERVICE PROVIDER may employ different methods. If SERVICE PROVIDER uses a collection agency or legal proceedings to recover monies owed, CUSTOMER agrees to pay all associated fees, including attorneys’ fees, that arise from or relate to the recovery of the outstanding balance.

  1. Cancellation and Termination

To cancel CUSTOMER Service, CUSTOMER must use the Mail Cancellation method by sending a registered or certified mail with a return receipt requested to the following address:

To terminate the CUSTOMER Agreement, it is necessary to submit a Cancellation of Service via registered or certified mail, return receipt requested to the address provided by SERVICE PROVIDER. Please note that SERVICE PROVIDER does not accept cancellations through email or verbal notice.

If the Agreement is terminated before the end of the term and not within the defined acceptable termination timelines of Section 2, or if the CUSTOMER threatens termination, the SERVICE PROVIDER will immediately suspend the CUSTOMER account/Services. In such cases, the CUSTOMER will be required to pay a termination fee and Liquidated Damages to the SERVICE PROVIDER within ten (10) days of termination. The termination fee will be calculated as follows: (i) the sum of all active monthly Service fees, any fees applied, and taxes, multiplied by the number of months remaining in the Agreement; (ii) any outstanding amounts invoiced by the SERVICE PROVIDER to the CUSTOMER; and (iii) any un-billed or previously discounted time and materials at a rate of $175 per hour. It is important to note that the SERVICE PROVIDER does not accept threats of termination or cancellations outside of the defined acceptable termination timelines of Section 2.

In the event of any termination by CUSTOMER, access to electronic materials, data, and files comprising the website or any other marketing materials, as well as any emails residing on the servers, will not be permitted by SERVICE PROVIDER unless all outstanding balances and the full amount (100%) of all contracted fees for the full term, whether services are completed or not, are paid in full and all licensing fees are confirmed. CUSTOMER will have ten (10) days from the point of termination to pay all required fees. If not paid within thirty (30) days, SERVICE PROVIDER will delete all files, and may not be able to recover any information. However, CUSTOMER may also request immediate removal of such information. While SERVICE PROVIDER will try to fulfill the request, there is no obligation to do so, and SERVICE PROVIDER will not be liable for any deleted electronic materials, data, and files. SERVICE PROVIDER reserves the right to retain certain information about CUSTOMER website, such as work, logs, and statistics, for a period of time as needed for marketing, technical, and legal reasons.

SERVICE PROVIDER has the right to terminate CUSTOMER Service account at any time and for any reason, including if CUSTOMER’s account is delinquent due to payment refusal or reversal, if CUSTOMER fails to make timely payments, if SERVICE PROVIDER believes CUSTOMER breached the Agreement or any policies, if CUSTOMER’s use of the Service is prohibited by law, or if CUSTOMER brings legal action against SERVICE PROVIDER. Termination may be communicated to CUSTOMER via email or U.S. mail to the billing address. Upon termination, all Services will immediately end regardless of payment status. If terminated by SERVICE PROVIDER, CUSTOMER will not have access to any materials, data, or files on the servers. However, if the account is terminated due to nonpayment, CUSTOMER’s account will remain inactive for thirty (30) days before the website is permanently removed.

Once a CUSTOMER cancels or terminates their account, it cannot be reactivated after 30 days. If the CUSTOMER becomes non-responsive or inactive for 30 days, a reactivation fee of $2,000 will be required to re-engage the project. If the account remains inactive for 60 days or more, SERVICE PROVIDER will not be required to save any completed work, and the agreement may be terminated.

  1. Business Downturn

If the CUSTOMER experiences business insolvency or downturn, this will not be considered a valid reason for termination of the agreement. In such cases, SERVICE PROVIDER will review each situation on a case-by-case basis, and termination due to insolvency will be at the sole discretion of the SERVICE PROVIDER. CUSTOMER acknowledges that even if they are relieved of future payments due to a business downturn at the SERVICE PROVIDER’s sole discretion, they will not be allowed to access, download, transfer or copy electronic materials, data, and files comprising the website or any other marketing materials, as well as any emails residing on the servers, unless all required fees and licensing fees are paid in full, whether or not the Services are completed. If termination occurs under Section 6, the CUSTOMER will have 30 days from the point of termination to pay all required fees if they wish to receive a copy of the website and/or related files. After 30 days, SERVICE PROVIDER will delete all files, and no information will be recoverable.

The CUSTOMER acknowledges that transferring their business or assets to another controlling entity, altering their business name, operating under a different corporation, or selling their business does not void this agreement. The CUSTOMER agrees to remain accountable for all fees and the full duration of the agreement despite any such changes.

  1. Customer Account Details and Logins

On request, SERVICE PROVIDER will provide CUSTOMER with a username, password, and other necessary account information to access appropriate services. CUSTOMER is responsible for (i) keeping CUSTOMER account and password confidential and (ii) all activities performed under CUSTOMER account and password. CUSTOMER must promptly inform SERVICE PROVIDER if unauthorized use of the account information or any other security breaches are discovered. CUSTOMER is responsible for any use of the Services by anyone who uses CUSTOMER username and password to access the Service, whether or not authorized by CUSTOMER. Usernames, passwords, email addresses, and Internet Protocol (“IP”) addresses are the property of SERVICE PROVIDER and may be changed or replaced at any time.

CUSTOMER acknowledges and agrees that the SERVICE PROVIDER Parties will not be held responsible for any loss or damage resulting from CUSTOMER’s failure to comply with the security obligations stated in this agreement. In no event will the SERVICE PROVIDER Parties be liable for any damages incurred as a result of CUSTOMER’s acts or omissions. To ensure critical security, SERVICE PROVIDER does not grant full admin access to websites or services, and does not provide access to servers via Cpanel, FTP or any other access method.

  1. Monitoring

SERVICE PROVIDER is not required to actively monitor the Service but reserves the right to do so in order to (i) comply with applicable laws, regulations, or governmental or legal requests; (ii) maintain the overall integrity of the Service hardware, including the SERVICE PROVIDER network; (iii) ensure the proper, effective, and reasonable operation of the technical aspects of the Service; (iv) protect itself, its employees, or others; and (v) enforce or prevent any breaches of this Agreement or other SERVICE PROVIDER agreements or policies.

SERVICE PROVIDER will limit the disclosure of information concerning CUSTOMER’s use of the Service. However, if SERVICE PROVIDER reasonably believes that CUSTOMER’s material or information infringes upon someone else’s property rights, or violates the SERVICE PROVIDER Acceptable Use Policy, other SERVICE PROVIDER agreements or policies, or any laws or regulations, SERVICE PROVIDER may remove such material or information from its servers, in whole or in part, without notice.

SERVICE PROVIDER will make every reasonable effort to schedule maintenance outages in a manner that minimizes any inconvenience to CUSTOMER; however, it cannot guarantee that interruptions to CUSTOMER Service will not occur, and it may not always be possible to provide advance notice of such outages.

  1. Disclaimers and Limitations of Liability

The SERVICES are provided on an “as is”, “best effort”, and “as available” basis. SERVICE PROVIDER, its suppliers, and vendors do not guarantee that (i) the Services will be uninterrupted, error-free, free of viruses or other harmful components, or (ii) the accuracy, spelling, or grammar of the content on CUSTOMER’s website. SERVICE PROVIDER, its suppliers, and vendors waive all implied warranties, including but not limited to warranties of title, non-infringement, product, equipment, merchantability, and fitness for a particular purpose. No express warranties are provided.

The SERVICE PROVIDER PARTIES, including its officers, directors, employees, subsidiaries, affiliates, agents, resellers, suppliers, and vendors, will not be liable for any claims, losses, actions, suits, costs or damages, whether direct or indirect, including but not limited to, any indirect, incidental, exemplary, special, punitive, or consequential damages, in connection with the Services. This includes, but is not limited to, damages arising from (i) content on CUSTOMER website; (ii) end users’ use of CUSTOMER website; (iii) other parties accessing CUSTOMER device; (iv) security breaches; (v) eavesdropping; denial of service attacks; interception of traffic sent or received using the Service; (vi) interruptions (including due to maintenance) of the Service Provider web hosting service; (vii) CUSTOMER reliance on or use or misuse of the Service; (viii) mistakes, omissions, interruptions, deletion of files or data (including personally-identifiable information), errors or defects, delays or errors in operation, transmissions, service interruptions, or any failure of performance of the Service; (ix) inability to access the Service due to connections, internet routing, filtering by government agencies, hacking, spamming or any other circumstance outside the control of the Service Provider Parties; or (x) the use of the Service by CUSTOMER or a third party that infringes a third party’s copyright, patent, trademark, trade secret, confidentiality, privacy, or other intellectual property rights, proprietary rights, or contractual rights. The SERVICE PROVIDER PARTIES will not be obligated to compensate CUSTOMER for any downtime of CUSTOMER website, whether caused by CUSTOMER or a SERVICE PROVIDER PARTY.

The Services are provided “as is,” “best effort,” and “as available,” and the Service Provider Parties, including their officers, directors, employees, subsidiaries, affiliates, agents, resellers, suppliers, and vendors, shall not be liable for any claims, losses, actions, suits, costs, or damages, directly or indirectly, arising from the Services. Such damages include but are not limited to indirect, incidental, exemplary, special, punitive, or consequential damages. The Service Provider Parties waive all implied warranties, including but not limited to warranties of title, non-infringement, product, equipment, merchantability, and fitness for a particular purpose.

The limitations and exclusions mentioned above apply to acts, omissions, negligence, and gross negligence of the Service Provider Parties. The Customer’s exclusive remedies under this agreement are as expressly stated in this agreement. The Service Provider Parties’ cumulative liability to the Customer for any and all claims related to the use of the Services shall not exceed the total amount of service fees paid during the three months immediately preceding a claim, and in no event shall exceed five thousand dollars ($5,000).

Notwithstanding the above, the Customer may have other rights under certain laws in certain states that do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages.

  1. Indemnification

CUSTOMER shall indemnify, defend, and hold harmless the SERVICE PROVIDER Parties from and against all third-party claims, demands, suits, actions, judgments, losses, costs, damages (including, but not limited to, direct, indirect, and consequential damages), attorney’s fees, and expenses that any SERVICE PROVIDER Party may sustain or incur due to CUSTOMER’s use or misuse of the Service or anyone else’s use or misuse of the Service through CUSTOMER’s account. This includes, but is not limited to, use or misuse of the Service: (i) in violation of applicable laws, regulations, or the terms of this Agreement or any other SERVICE PROVIDER agreement or policy; (ii) in connection with any claims for infringement of any intellectual property rights arising from or in connection with such use or misuse; or (iii) in any manner that harms any person, results in personal injury or death of any person, or causes damage to or loss of any tangible or intangible property (including data).

CUSTOMER is responsible for defending, indemnifying, and holding the SERVICE PROVIDER Parties harmless from any third-party claims, demands, suits, actions, judgments, losses, costs, damages (including direct, indirect, and consequential), attorney’s fees, and expenses arising from the Content on CUSTOMER Website that SERVICE PROVIDER did not explicitly provide to CUSTOMER as part of the SERVICE PROVIDER Digital Content service or the Website Design Service.

  1. License and Use of Services

SERVICE PROVIDER and its related name, brand and logos are trademarks owned by SERVICE PROVIDER (“SERVICE PROVIDER Marks”). CUSTOMER agrees not to use any SERVICE PROVIDER Marks on CUSTOMER website or elsewhere without the prior written permission of SERVICE PROVIDER, except for certain Services and all websites, where SERVICE PROVIDER is authorized to add statements such as “powered by SERVICE PROVIDER” or other similar branded statements on CUSTOMER’s website.

Once full payment is received by SERVICE PROVIDER, ownership of the final artwork will be transferred to the Client. However, SERVICE PROVIDER reserves the right to use the artwork for promotional and marketing purposes at any time in the future. Due to copyright and licensing laws, all working/native files, such as those created with Adobe Photoshop, InDesign, and Illustrator, will remain the property of SERVICE PROVIDER. Additionally, all licensed images, photography, and artwork (such as stock photos, stock illustrations, vector graphics/downloads, and clip art) purchased by SERVICE PROVIDER from a third-party source for use in the Client’s projects will remain the property of SERVICE PROVIDER due to state and federal licensing laws and restrictions. The grant of any license or right of copyright is dependent on SERVICE PROVIDER receiving full payment.

This Agreement grants CUSTOMER a non-transferable, revocable, non-sublicensable, and non-exclusive license to use the Website files and proprietary Services, including but not limited to SERVICE PROVIDER’s custom software theme, SEO and Digital Marketing work, reporting and analytic software, and software licensed exclusively to SERVICE PROVIDER. This license is granted upon payment of all fees due to SERVICE PROVIDER and is only valid while operating on SERVICE PROVIDER servers/platforms. Any use of proprietary Services outside of SERVICE PROVIDER servers/platforms is strictly prohibited.

All rights not explicitly granted in this Agreement are reserved for SERVICE PROVIDER and its licensors. The website theme, its code, SEO and Digital Marketing work, and any proprietary software are excluded from licensed use outside of a SERVICE PROVIDER agreement and cannot be transferred under any circumstances. Other than the licenses explicitly granted in this Agreement, CUSTOMER does not receive any license or ownership right in any of the aforementioned materials. CUSTOMER agrees not to reproduce, copy, publicly display, or allow others to do so, for the website theme, any Tools, SERVICE PROVIDER Digital Content, Website Design Service Materials, or create, or allow others to create, by disassembling, reverse engineering, decompiling, or otherwise, the source programs or any part thereof from the website or from other information provided under this Agreement. If CUSTOMER violates Section 11 or reproduces, copies, or publicly displays the website or SEO work or content without written consent from SERVICE PROVIDER, they agree to pay liquidated damages of a minimum of $50,000 to SERVICE PROVIDER. This license automatically ends upon termination of this Agreement unless a separate ongoing license of propriety services is granted.

CUSTOMER is prohibited from using the Website Theme, SERVICE PROVIDER Digital Content, or the Website Design Service Materials in a format that enables storage or reuse by others. The use of the Website Theme, SERVICE PROVIDER Digital Content, or the Website Design Service Materials as a trademark or service mark, or any other proprietary rights claim, is strictly prohibited. The use of the Website Theme, SERVICE PROVIDER Digital Content, or the Website Design Service Materials in association with identifiable individuals, products, or entities that suggest endorsement or association with a product or service is not allowed. Reverse engineering, decompiling, disassembling, or translating the Website Theme, SERVICE PROVIDER Digital Content, or the Website Design Service Materials is not permitted. Renting, leasing, assigning, transferring, or redistributing the Website Theme, SERVICE PROVIDER Digital Content, or the Website Design Service Materials, or any copy thereof, to another person or legal entity is strictly prohibited.

Supplemental software code and supporting materials provided to CUSTOMER for support services related to the SERVICE PROVIDER Digital Content and the Website Design Service Materials are considered as part of the respective service and are subject to the terms and conditions of this Agreement.

SERVICE PROVIDER will retain copyright and all other ownership rights to the Website Theme, SERVICE PROVIDER Digital Content, and Website Design Service Materials.

CUSTOMER is obligated to use the Services solely for lawful purposes and in accordance with the SERVICE PROVIDER Acceptable Use Policy, which is incorporated into this Agreement. CUSTOMER bears full responsibility for the content, materials, files, data, and links on their website (“Content on CUSTOMER Website”). CUSTOMER warrants that the transmission of any data, images, or materials from their website, and the Content on CUSTOMER Website, will not infringe any federal, state, local, or foreign laws, rules, or regulations, and will not violate the rights of any person, group or entity, including but not limited to, intellectual property rights that are protected by copyright, trade secret, patent, or other similar laws or regulations. CUSTOMER must not install or distribute “pirated” or unlicensed products, and must not use SERVICE PROVIDER’s network resources to impersonate another person or misrepresent authorization to act on behalf of others or SERVICE PROVIDER. Any emails sent in connection with CUSTOMER’s website must accurately identify the sender. Failure to comply with any of these terms may result in the termination of CUSTOMER’s use of the Services with or without prior notice.

Furthermore, CUSTOMER grants SERVICE PROVIDER a non-exclusive, fully paid-up, perpetual, irrevocable, worldwide right and license to utilize, in perpetuity, CUSTOMER’s business name, logo, and any verbal or written statements, for any form of marketing that SERVICE PROVIDER considers appropriate.

  1. Governing Law and Venue

The laws of the State of Florida shall govern this Agreement, and any disputes arising from this Agreement shall be brought before the trial courts of Broward County, Florida.

  1. Revisions to this Agreement

SERVICE PROVIDER reserves the right to revise, amend, or modify this Agreement at any time by posting the revised version on the SERVICE PROVIDER website. The revised version will become effective on the date indicated at the end of the revised version. If there are any material changes to this Agreement, CUSTOMER can request them within 30 days of the revision, and SERVICE PROVIDER will provide them. CUSTOMER’s continued use of the Service for at least 30 days after the date of the revised version constitutes acceptance of all the revisions. If CUSTOMER does not agree with the revisions, CUSTOMER’s sole and exclusive remedy is to terminate their account and use of the Service. In such a case, SERVICE PROVIDER will bill CUSTOMER for any unpaid monthly payments, setup, design, or development fees as per Section 5. SERVICE PROVIDER is not obligated to provide any notice of revisions, but may choose to do so.

  1. Miscellaneous 

CUSTOMER may not transfer their rights or obligations under this Agreement without prior written consent from SERVICE PROVIDER. Any attempted transfer without such consent will be null and void. In the event that any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will remain valid, legal, and enforceable. Nothing in this Agreement creates an agency, partnership, or joint venture between the parties. SERVICE PROVIDER may assign any work, obligations or performance required under this Agreement without the consent of CUSTOMER. SERVICE PROVIDER will not be held liable for any delays, damages, or failures in performance caused by circumstances beyond its control, including but not limited to, government actions, acts of war or terrorism, natural disasters, labor disputes, and other unforeseeable events.

  1. Subcontracting

Service Provider does not typically subcontract its Services, but in the event that Service Provider decides, in its sole discretion, to do so, it reserves the right to freely subcontract its duties and obligations under this Agreement.

  1. Independent Contractor

Service Provider is an independent contractor under this Agreement. The relationship between the Customer and Service Provider does not create a partnership, joint venture, or any other type of relationship between the parties beyond the scope of this Agreement.

  1. Scheduled Maintenance

Service Provider has the right to temporarily take down any Services for routine maintenance or changes (“Scheduled Maintenance”). Service Provider will make commercially reasonable efforts to perform Scheduled Maintenance outside of regular business hours. Service Provider shall not be liable for any damages or costs incurred by Customer as a result of Scheduled Maintenance.

  1. Confidentiality

The parties agree that this Agreement is confidential and no statements, public or private, shall be made regarding this Agreement. Both parties also agree not to solicit each other’s staff or make any derogatory or defamatory statements about the other party, its business, employees, directors, customers or agents, whether verbal, written or electronic. If this clause is violated, a minimum penalty of $25,000 shall be paid by the violating party to the other party.

19. Negative Covenants

Client agrees and covenants that, during the Term and for a period of two (2) years thereafter beginning the date this Agreement is terminated for any reason, it shall not, directly or indirectly, solicit, hire, recruit, or attempt to solicit, hire, or recruit, or otherwise engage in any business relationship of any kind with any of Service Provider’s Service Provider Personnel, in each case, without the prior written consent of Service Provider, which may be given or withheld in Service Provider’s sole and absolute discretion.

Client agrees and covenants that it shall not, directly or indirectly, at any time make, publish or communicate to any Person or entity or in any public forum any negative, defamatory, maliciously false, or disparaging remarks, comments, or statements concerning Service Provider, services, or its business or any of its employees, officers, or managers and its existing and prospective customers, suppliers, investors and other associated third parties, nor in the future.  

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