Website Purchase Terms and Conditions
This SERVICE AGREEMENT is entered between Client (“Client”) and Internet Media Consultants, LLC., (“IMC”), whose offices are located in Littleton Colorado, on the date located on your Work Order (“Effective Date”). The purposes of this Agreement are to offer to Client the terms of a business relationship between IMC and Client, and to specify those services that IMC will provide to Client, services for which Client agrees to pay financial consideration. Receipt by IMC of funds sufficient to cover Client’s initial payment is required for Client to accept this Agreement.
Client and IMC agree to the TERMS AND CONDITIONS as set forth herein. IMC agrees to provide various Internet or Web-based products and services to Client in return for financial consideration, in each instance upon receipt of: a signed Service Agreement and Work Order; any materials, graphics and/or text Client has arranged to provide to IMC; and a minimum payment for such products services, as outlined below.
STANDARD WEBSITE LICENSE
The WEBSITE is licensed to the Client, and grants you a non-exclusive, non-transferrable right to make use of the website, and all included SOFTWARE applications, only on IMC servers. This license does not allow the transfer of files to another host or server. The Website is protected by copyright laws and intellectual property laws. IMC retains all rights not expressly granted to you in this license.
MONTHLY PAYMENTS for HOSTING AND TECHNOLOGY, or other such monthly services, are due to IMC in advance of services to be rendered each month. The first monthly payment must be received by IMC prior to delivery of any services, except such website services requiring a set-up fee. IMC will charge the first monthly fee to the credit card provided by Client upon receipt of the signed Service Agreement and completion of any website development, and will automatically charge all subsequent fees to that credit card every thirty (30) days (or at the beginning of each new Billing Cycle) until the account is canceled or terminated. If Client chooses not to pay by credit card, payment is due upon receipt of invoice on a quarterly basis. IMC shall not increase monthly payments without prior notification to Client. Monthly payments are for activation and availability of services, regardless of Client’s actual usage, including, but not limited to, server usage, email hosting, website technology provided by IMC or another third party through which fees are passed through the Client. All other terms of service apply. Client will also be charged for the renewal of domain name registration each year after the first year of service, if a domain name was registered by IMC for the Client through IMC’s domain name registration reseller account.
Client retains full ownership of any UNIQUE CLIENT CONTENT. Unique client content is defined for this Service Agreement as textual or graphical content which has been provided to IMC by Client and is of Client origin; graphical content created by IMC staff specifically for and which is actually used on Client’s web site; and/or all application/lead data generated from Client’s web site. IMC retains ownership of any content, which does not fall under the definition of “unique client content” as defined above. This specifically refers to, but is not limited to, any calculators, database interfaces, markets and economy information, programs used on the server to process those forms or applications or any other data, content, images, or graphics of stock content which is used by IMC to create customer web sites. Upon cancellation, Client will be provided with files containing any unique client content created for the web site. IMC’s proprietary web site features (defined above) are not available to Client upon cancellation.
The TERM of this agreement shall commence on the Effective Date and continue for one (1) year, unless a different term is negotiated through a separate instrument. This agreement shall automatically be renewed monthly, unless either party cancels this agreement pursuant to the cancellation policy below.
CANCELLATION of all services and products of IMC must be done via e-mail at [email protected], at least ten (10) days prior to the next scheduled billing date. Payment is required for services to be rendered during the initial minimum subscription period (one year term of agreement), regardless of cancellation. Prepaid amounts are non-refundable.
IMC shall have the right to TERMINATE this Agreement for any or no reason, provided ten (10) days in advance IMC sends written notice to Client to the address last provided to IMC by Client.
WARRANTIES – Client warrants that it has the right to publish and use Client’s name, trademarks, service marks, domain names and other identification terms, graphics and/or symbols, all advertising content and all other content provided by Client to IMC for inclusion on Client’s web site and/or as advertising on or linking to other web sites; IMC may modify the software used to operate the Services from time to time at its sole discretion. IMC will use reasonable efforts to schedule maintenance down times for off-peak periods. IMC will not be responsible for loss of information stored in the Database or web based e-mail system and encourages that the client stores all emails on their local system. IMC does not support third party software, (i.e.: Outlook).
With the exception of Client’s indemnification obligations herein, neither IMC nor Client shall be liable to the other for any special, direct, incidental, or consequential damages (including but not limited to such damages arising from breach of contract, breach of warranty, or negligence), or from interrupted communications, loss of use, loss of business, lost data, or lost revenue arising out of or in connection with this Agreement. IMC’s total liability to Client shall be limited to no more than a refund of the monies received by IMC from Client under this Agreement.
Client agrees to defend (upon request) and indemnify IMC, its agents and employees, and to hold IMC harmless from any and all claims, demands, causes of action or damages, including reasonable attorneys’ fees, arising out of Client or IMC’s use of content provided by Client to IMC that a third party asserts is infringing its proprietary rights, is violating any confidentiality obligation, or is otherwise violating any law or causing harm to a third party.
The parties to this Agreement are independent contractors, and no agency, partnership, joint venture, or employer/employee relationship is intended by this Agreement. Neither party may take action, which is binding on the other party. Neither party shall make any representations or warranties to third parties on behalf of the other party unless specified in writing and executed. This Agreement sets forth the entire understanding and agreement of the parties, and supercedes any and all prior oral or written agreements or understandings between parties, as to the subject matter of this Agreement. This Agreement may be changed only in writing signed by both parties. Waiver by either party of a breach of contract does not nullify this Agreement. This Agreement, including all matters relating to validity, construction, performance or enforcement hereof, shall be construed in accordance with laws of the State of Colorado, with the exception of its choice of laws provisions.
This Agreement is entered into, and shall be deemed to have been made, in Denver, Colorado.