Thank you so much for your buying one of our annual service products.  Our experience is that virtually all our clients work with us for years and years.  We love this and we love partnering with our clients for the long-term.  In the initial year of service, we have substantial upfront costs in getting our clients setup and on boarded.   When we bill our clients monthly, we don’t recoup that cost for many months.  The financial bottom line of the terms and conditions below is that you agree to pay your monthly invoice for at least 12 months.  If you terminate your annual agreement, we will charge you for the remaining unpaid months of your year contract.  

Annual Support Terms & Conditions

Agreements

In consideration of the mutual covenants set forth in this Agreement, Customer and Client hereby agree as follows:

1. Terms.

Subject to the terms and conditions of this Agreement, Company will provide Marketing Support services and optionally Web Hosting services for Client subject to the following terms:

  1. Length of Service.

Client agrees to an initial contractual term of service (“Term”). The length of the Term is equal to 12 months from first subscription billing date.

  1. Service Start Date.

The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon Company receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.

Early Termination.

Client agrees to an early termination fee of the remaining months of Term.

  1. Renewal by Client.

This Agreement will automatically renew for successive twelve (12) month Terms unless canceled in writing by Client at least 30 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any Contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to Client’s account.

2. Terms of Payment.

Terms of payment are C.O.D. unless credit approval has been granted by Company.  If credit approval has been granted, credit terms are net 10 days upon receipt of invoice. We reserve the right to revoke any credit extended if payment is in arrears for more than 30 days.

3. Proprietary Information.

Proprietary information exchanged here under shall be treated as such by Client. This information shall include, but not be limited to, the provisions of this Agreement, product and services information and pricing. Client further agrees to not decompose, disassemble, decode or reverse engineer any Company program, code or technology delivered to Client or any portion thereof.

4. Force Majeur.

Company shall not be liable for any delay or failure to perform any of its tasks and obligations under the Agreement by reason of Force Majeur, including war, insurrection, strikes, labor actions, delays in key suppliers, electrical and other utility failures, and such other matters that are not reasonably foreseeable and are beyond Company’s ability to control.

5.  Acceptable Use Policy.

Client is responsible for reviewing and complying with the Company Acceptable Use Policy (the “Acceptable Use Policy”). Violation of the Acceptable Use Policy may result in the immediate termination of services without compensation.

6.  INDEMNIFICATION AND LEGAL CONFORMITY.

THE CLIENT EXPRESSLY  ACKNOWLEDGES THAT COMPANY’S SERVICES ARE LIMITED TO PROVIDING WEB HOSTING SERVICES FOR CONTENT PROVIDED TO COMPANY BY THE CLIENT.  THE CLIENT ACKNOWLEDGES THAT COMPANY DOES NOT EDIT THE CONTENT, EXCEPT FOR FORMATTING ISSUES AND IS NOT LIABLE FOR ANY CLAIMS AS TO THAT CONTENT.  THE CLIENT IS SOLELY RESPONSIBLE FOR CONFORMING TO ALL GRAMM-LEACH BLILEY, DO NOT CALL, ANTI-SPAM LAWS AND DATA PRIVACY REGULATIONS ON ITS OWN AND THAT COMPANY IS NOT RESPONSIBLE FOR ANY DATA PROVIDED TO IT BY CLIENT.  THE CLIENT EXPRESSLY INDEMNIFIES AND HOLDS COMPANY HARMLESS FOR ANY AND ALL CLAIMS, WHETHER MADE BY CLIENT OR ANY THIRD PARTY, BASED ON THE CONTENT OF THE WEBSITE.   THE CLIENT SHALL ALSO INDEMNIFY AND HOLD COMPANY HARMLESS FOR ANY CLAIMS STEMMING FROM ANY ALLEGED VIOLATIONS OF THE GRAMM-LEACH BLILEY ACT, DO NOT CALL, ANTI-SPAM LAWS OR PRIVACY REGULATIONS AS A RESULT OF ANY CONTENT POSTED ON ANY SERVER BY COMPANY AT THE CLIENT’S REQUEST.

7.  LIMITATION OF LIABILITY.

LIMITATION OF LIABILITY.  COMPANY’S LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT TO COMPANY. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL. CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT OR THE USE OF THE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF COMPANY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

8.  Warranties.

Company makes no warranties or representations of any kind, whether expressed or implied for the service it is providing.  Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of Client. Use of any information obtained by way of Company is at Client’s own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. Company does not represent guarantees of speed or availability of end-to-end connections. Company expressly limits its damages to Client for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. Company specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

9. Trademarks and Copyrighted Material.

Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

10. Transfer of Agreement.

Client may not assign or transfer this Agreement, in whole or in part without the prior written consent of Company.  In the event that Client contemplates whole or partial sale of it’s business, ownership change, or change in jurisdiction, Client shall notify Company by mail, facsimile or email no less than 60 days prior to the effective date of the event.

11. Termination.

Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice from Company of said failure, 2) appointment of Receiver or upon the filing of any application by Client seeking relief from creditors, 3) upon mutual agreement in writing of Company and Client.

12. Disputes.

If legal proceedings are commenced to resolve a dispute arising out of, or relating to, this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.

13. Indemnification.

Client shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against Company directly or indirectly arising from or in connection with Client’s marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by Client.

14. General.

If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Exclusive jurisdiction and venue shall be in the Pierce County,  Washington Superior Court. A failure by any party to exercise or delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.