ESSENTIALS 1.0 TERMS OF SERVICE
- MARKETING PROGRAM DEVELOPMENT (THE ESSENTIAL SOLUTION®). Subject to the terms of this Agreement, Company shall provide Customer with the following services: website design, construction and hosting at one domain up to 35 pages of content; registration with search engines; assist in the transfer of an existing domain name (one) if applicable, customization of a TypePad blog (pursuant to Customer separately purchasing a Professional subscription with TypePad); design and construction of an email newsletter; assistance in setting up accounts and profiles on LinkedIn, Avvo, Twitter, Google My Business, and a business page on Facebook, (hereinafter collectively “Service”). Customer agrees that it is responsible for any infringement of intellectual property rights of others when selecting, displaying, advertising, and using a domain name for its website and for any related liability incurred by Customer and/or those acting on its behalf. Customer represents and warrants that it is the owner of, or is authorized by the owner of, any trademark or name used in the domain name for the web site.
- ORIGINAL WEBSITE DESIGNS. IMS provides original website designs for all clients. It is the Company’s policy never to copy a competitor’s unique design, proprietary code or otherwise infringe on the copyright work of other designers. Individual design elements are, however, in the public domain and all designers cull from this large vault of public domain elements to create original designs. Customer may suggest design ideas from other websites, but IMS will not copy or otherwise reproduce another designer’s work.
- SEARCH ENGINE SUBMISSIONS. Company will arrange for the website to be registered with one or more third-party search engines or directories. Company does not own or control such search engines and directories and therefore makes no representations or warranties that the website will be accepted for indexing, the speed with which it will be indexed, the accuracy with which it will be indexed, that it will be listed or ranked in any particular manner or order within search engines or directories, or that the indexing will be maintained by such search engines or directories.
- SYNDICATED BLOG CONTENT. Company will provide blog posts weekly for Customer to use in developing content for your TypePad blog. Customer may use the content provided verbatim, edit before posting, or choose not to use the content at all. The content is provided for express use on the Customer’s TypePad blog only and cannot be redistributed, reproduced, transmitted, displayed, sold, transferred, or disposed of in any manner, nor may the Customer create derivative works of any of this content without the express written permission of an authorized representative of Company.
- SOCIAL MEDIA. Company will assist Customer in establishing accounts and profiles as necessary on LinkedIn, Avvo, Twitter, Google My Business, and Facebook (business page). Company does not own or control these directories or media and therefore makes no representations or warranties about them, including whether the Customer will be listed or ranked in any particular manner or that features of the various media will be operational. Company does not provide technical support for any of these media.
- TERM AND TERMINATION. This Agreement shall be effective for a period of 12 months commencing on the EFFECTIVE DATE of this contract. If either party fails to give the other party at least 30 days written notice of its intention to terminate this Agreement before the expiration of 12 months, then this Agreement will automatically renew on a month to month basis under the then-current Terms of Service (currently $1,200 per month) and may be terminated by either party by providing 30 days written notice to the other party. Notwithstanding, Company may terminate this Agreement at any time should Customer breach this Agreement or should Company decide to terminate this Agreement in its sole and absolute discretion. In the event this Agreement is terminated as a result of Customer’s breach of this Agreement, any payments made are non-refundable and the remaining amounts due Company by Customer under Section nine of this Agreement shall be due and payable, and your right to use any services, designs, or content provided by Company shall immediately cease, and Company may delete from its servers or its affiliate’s servers Customer’s web site and any content associated with said website, including Customer-provided content.
- DEFAULT. The occurrence of any of the following events shall constitute default under this Agreement: (a) Customer fails to fulfill any obligation of this Agreement, or to perform, or rectify the breach of any undertaking by Customer in this Agreement; (b) Customer or a Guarantor of Customer’s indebtedness under this Agreement dies, terminates existence, changes ownership or legal structure, abandons its business, declares bankruptcy or becomes insolvent, becomes subject to receivership, insolvency or similar proceedings, or makes any assignment for the benefit of creditors; (c) Customer violates or breaches any provisions of this Agreement; (d) Any other event which causes Company, in good faith, to deem itself insecure or to believe that the prospect of performance of any provision of this Agreement by Customer is impaired.
- COMPENSATION. Customer agrees to promptly pay Company the Total Amount Due, as outlined on the attached Payment Authorization, beginning on the EFFECTIVE DATE of this contract, and then billed on the 15th day of the next consecutive months. All payments are to be made by valid credit card; Company does not accept checks, cash or e-checks. Any payment that is declined for billing on the due date will result in a $35 late fee. If payment continues in arrears for two weeks, all services will be suspended and the account will be put on hold for up to another two weeks (for a total of four weeks in arrears). Customer must make the payment in arrears AND the regular payment due to bring account back to active status. Failure to do so will result in termination due to Customer’s breach of this Agreement then the Total Amount Due minus any amounts that have already been paid shall be immediately due and payable to Company. The Essential Solution® is sold as a packaged marketing program. Company is entitled to full compensation, regardless of whether Customer utilizes each of the services provided.
- COLLECTION COSTS. In addition to all other amounts due, in the event it becomes necessary to use collection procedures, Customer agrees to pay for any and all collection agency fees, costs and expenses. And if the Agreement is turned over to an attorney, Customer shall be liable for reasonable attorneys’ fees, expenses and court costs in either the enforcement of any provisions of the Agreement, in connection with a bankruptcy or insolvency proceeding or in the collection of any amounts due.
- CONTENT. Customer shall be liable for any material protected by copyright, trademark, patent or trade secret law used in Customer’s content without the permission of the author or owner, and for defamatory materials in any of Customer’s content. Company shall not be responsible for reviewing Customer’s content before it appears on the website. Customer represents that (i) its content contains no offensive, harassing, defamatory, indecent, or obscene material, and does not violate any applicable laws, regulations, or judicial rulings; (ii) its content is not false, misleading, deceptive, or fraudulent; (iii) it will act in good faith to honor all promises, offers, and statements Customer makes in its content and in any related materials, products, services, or communications; (iv) Customer owns or is authorized to use its content and all trademarks, trade names, and similar materials of any kind that are included in Customer’s content; and (v) Customer’s content does not infringe upon or violate any intellectual property, proprietary, or other rights of Company, its affiliates, and any third party. Company reserves the right, in its sole discretion, to refuse to display or to remove from the website at any time any content that it reasonably regards as violating this provision or as otherwise inappropriate or inconsistent with Company’s policies in effect. Company reserves the right to release current or past information related to Customer if Company believes that Customer, its content, its website, or account is in violation of any criminal laws or is being used to commit unlawful acts, or if the information is subpoenaed.
- PROPRIETARY RIGHTS. All content provided to Customer by Company and all Company logos, service marks and trademarks (“Marks”) placed on the website are protected by copyrights, trademarks, service marks, patents, or other proprietary rights, laws, and regulations. Subject to the provisions of this Agreement, you are granted a limited, non-exclusive, non-transferable license to use Company’s content and Marks for business purposes in connection with the creation, updating, and maintenance of the website, and to make the website available to users of the World Wide Web in the ordinary course of business during the term of the Agreement. You may not alter, copy, reproduce, transmit, display, distribute, sell, transfer, or dispose of in any manner, or create derivative works of, any of the protected proprietary items, without the express written permission of an authorized representative of Company. You will not remove, obscure or alter any of the Marks appearing in the Service including altering the surrounding color or contrast so as to make the Marks difficult to see.
Upon termination of this Agreement, Customer’s license to use Company’s content and Marks are immediately revoked and Customer agrees to no longer use Company’s content and Marks and shall immediately remove all content and Marks from Customer’s website.